Terns Pharmaceuticals (TERN) CMO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported a small tax-related stock sale. He sold 942 shares of common stock in an open-market transaction at a weighted average price of $52.7526 per share. After this sale, he directly holds 105,673 shares. According to the filing, the shares were sold solely to cover taxes from the vesting of a restricted stock unit award and did not represent a discretionary trade.

Insider Trade Summary

Net Seller: 942 shares ($49,693)

Net Sell 1 txn

Insider Kuriakose Emil

Role Chief Medical Officer

Sold 942 shs ($50K)

Type	Security	Shares	Price	Value
Sale	Common Stock	942	$52.7526	$50K

Holdings After Transaction: Common Stock — 105,673 shares (Direct)

Footnotes (1)

1. Represents shares of common stock sold to satisfy taxes associated with the vesting of a restricted stock unit award previously granted to the Reporting Person. Such sales do not represent a discretionary trade by the Reporting Person. This sale price represents the weighted average sale price of the shares sold ranging from $52.735 to $52.77 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.

Key Figures

Shares sold: 942 shares Weighted average sale price: $52.7526 per share Post-transaction holdings: 105,673 shares +1 more

4 metrics

Shares sold 942 shares Common stock sold on 2026-04-01 to cover RSU taxes

Weighted average sale price $52.7526 per share Open-market sale price for common stock

Post-transaction holdings 105,673 shares Common stock directly held after the sale

Sale price range $52.735–$52.77 per share Range of individual trade prices within the transaction

Key Terms

restricted stock unit, weighted average sale price, open-market sale, non-discretionary trade

4 terms

restricted stock unit financial

"taxes associated with the vesting of a restricted stock unit award previously granted"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

weighted average sale price financial

"This sale price represents the weighted average sale price of the shares sold"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

non-discretionary trade financial

"Such sales do not represent a discretionary trade by the Reporting Person"

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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^*

Kuriakose Emil

(Last) (First) (Middle)

C/O TERNS PHARMACEUTICALS, INC.

1065 E. HILLSDALE BLVD., SUITE 100

(Street)

FOSTER CITY CALIFORNIA 94404

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		S(1)		942	D	$52.7526(2)	105,673	D

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

Explanation of Responses:

1. Represents shares of common stock sold to satisfy taxes associated with the vesting of a restricted stock unit award previously granted to the Reporting Person. Such sales do not represent a discretionary trade by the Reporting Person.

2. This sale price represents the weighted average sale price of the shares sold ranging from $52.735 to $52.77 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.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Emil Kuriakose	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Terns Pharmaceuticals (TERN) report for Emil Kuriakose?

Terns Pharmaceuticals reported that Chief Medical Officer Emil Kuriakose sold 942 shares of common stock. The transaction was an open-market sale used to cover tax obligations from a restricted stock unit vesting, rather than a discretionary decision to reduce his investment.

At what price did Emil Kuriakose sell Terns Pharmaceuticals (TERN) shares?

The reported sale used a weighted average price of $52.7526 per share. The filing notes the actual sale prices ranged from $52.735 to $52.77, and detailed breakdowns of shares sold at each price are available on request from the company or regulators.

How many Terns Pharmaceuticals (TERN) shares does Emil Kuriakose hold after this Form 4 sale?

Following the reported transaction, Emil Kuriakose directly holds 105,673 shares of Terns Pharmaceuticals common stock. The sale of 942 shares was relatively small compared with his remaining position and was conducted to satisfy tax obligations on vested restricted stock units.

Was the Terns Pharmaceuticals (TERN) insider sale a discretionary trade?

The filing states the sale was not a discretionary trade by Emil Kuriakose. Instead, the 942 shares of common stock were sold specifically to satisfy taxes associated with the vesting of a previously granted restricted stock unit award, indicating a tax-management transaction.

What does the weighted average sale price range mean in the Terns (TERN) Form 4?

The Form 4 reports a weighted average sale price of $52.7526 per share, with actual sale prices ranging from $52.735 to $52.77. This means multiple trades occurred within that band, and the insider offers to provide detailed price and share breakdowns upon request.