Terns (TERN) CEO sells 14,583 shares after option exercise

Rhea-AI Filing Summary

Terns Pharmaceuticals CEO Amy L. Burroughs reported several equity transactions on February 17, 2026. She exercised a stock option to acquire 14,583 shares of common stock at $4.64 per share and then sold 14,583 shares of common stock in multiple open-market trades at weighted average prices ranging from the high $37 to just over $40 per share, executed under a pre-established Rule 10b5-1 trading plan. After these transactions, she directly held 288,976 shares and beneficially owned an additional 8,319 shares indirectly through the Amy L Burroughs 2017 Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burroughs Amy L.

(Last) (First) (Middle)

C/O TERNS PHARMACEUTICALS, INC.

1065 EAST HILLSDALE BLVD., SUITE 100

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Terns Pharmaceuticals, Inc. [ TERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		M(1)		14,583	A	$4.64	303,559	D
Common Stock	02/17/2026		S(1)		2,341	D	$38.0668(2)	301,218	D
Common Stock	02/17/2026		S(1)		8,159	D	$39.216(3)	293,059	D
Common Stock	02/17/2026		S(1)		4,083	D	$39.7995(4)	288,976	D
Common Stock								8,319	I	Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.64	02/17/2026		M(1)			14,583	(6)	01/29/2035	Common Stock	14,583	$0.00	970,117	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 30, 2025.

2. This sale price represents the weighted average sale price of the shares sold ranging from $37.54 to $38.53 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. This sale price represents the weighted average sale price of the shares sold ranging from $38.54 to $39.53 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. This sale price represents the weighted average sale price of the shares sold ranging from $39.54 to $40.25 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.

6. 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2025 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Terns (TERN) CEO Amy Burroughs report?

Amy L. Burroughs reported exercising a stock option for 14,583 Terns shares at $4.64 and selling 14,583 common shares in several open-market trades around the high-$30s to low-$40s per share, all on February 17, 2026 under a Rule 10b5-1 plan.

How many Terns (TERN) shares did the CEO sell and at what prices?

The CEO sold 14,583 Terns common shares in three open-market blocks at weighted average prices of $38.0668, $39.2160, and $39.7995 per share, with detailed price ranges noted in footnotes for trades between $37.54 and $40.25 per share.

What did Terns (TERN) CEO receive from the stock option exercise?

She exercised a stock option covering 14,583 Terns shares at an exercise price of $4.64 per share, converting a derivative security into common stock. The option vests over four years from January 1, 2025, with 25% after one year and the remainder monthly thereafter.

How many Terns (TERN) shares does the CEO own after these transactions?

Following the reported trades, the CEO directly held 288,976 Terns common shares. She also beneficially owned 8,319 additional shares indirectly through the Amy L Burroughs 2017 Trust, as disclosed in a footnote describing her indirect ownership structure.

Were Terns (TERN) CEO’s stock sales under a 10b5-1 trading plan?

Yes. The filing states all reported transactions were executed under a Rule 10b5-1 trading plan adopted on June 30, 2025. Such pre-arranged plans allow insiders to systematically trade shares according to preset instructions, helping separate trading decisions from later information.

What does the vesting schedule look like for the Terns (TERN) stock option?

The option vests 25% of the shares on the first anniversary of the January 1, 2025 vesting commencement date. The remaining shares vest in equal monthly installments, so 1/48th of the total vests each month until fully vested on the fourth anniversary.