Terns Pharmaceuticals (TERN) director takes 1,697-share option in lieu of $45k cash

Rhea-AI Filing Summary

Terns Pharmaceuticals director Heather D. Turner received a stock option grant as part of her 2026 board compensation. On February 1, 2026, she was awarded an option to buy 1,697 shares of common stock at an exercise price of $34.60 per share.

The option was issued under the company’s Non-Employee Director Compensation Policy after she elected to take equity instead of a $45,000 cash retainer for 2026. The grant vests in equal monthly installments over twelve months, measured from January 1, 2026, and will be fully vested on January 1, 2027. Following this transaction, Turner beneficially owns 1,697 derivative securities directly.

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).

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^*

Turner Heather D

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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

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)	$34.6	02/01/2026		A		1,697(1)		(2)	01/31/2036	Common Stock	1,697	$0.00	1,697	D

Explanation of Responses:

1. This option was issued pursuant to the Issuer's Non-Employee Director Compensation Policy, under which the Reporting Person elected to receive this option in lieu of the Reporting Person's cash retainer fee of $45,000 for 2026.

2. The option will vest as to 1/12th of the total shares subject thereto on each monthly anniversary measured from January 1, 2026, such that 100% of the shares subject to the option will be fully vested on January 1, 2027.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Heather D Turner	02/02/2026
	** 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.

FAQ

What insider transaction did Terns Pharmaceuticals (TERN) report for Heather D. Turner?

Terns Pharmaceuticals reported a new stock option grant to director Heather D. Turner. On February 1, 2026, she received an option for 1,697 shares of common stock as part of her 2026 director compensation, instead of receiving a cash retainer.

How many Terns Pharmaceuticals (TERN) shares are covered by Heather D. Turner’s option?

Heather D. Turner’s option covers 1,697 shares of Terns Pharmaceuticals common stock. This derivative award represents her 2026 non-employee director compensation, taken in equity in place of a $45,000 cash retainer for the year.

What is the exercise price of Heather D. Turner’s Terns Pharmaceuticals stock option?

The exercise price of the option is $34.60 per share. This means Turner can purchase up to 1,697 Terns Pharmaceuticals common shares at $34.60 each once portions of the option vest according to the stated monthly vesting schedule.

How does Heather D. Turner’s Terns Pharmaceuticals option vest over time?

The option vests in 12 equal monthly installments starting January 1, 2026. One-twelfth of the shares vest on each monthly anniversary, so 100% of the 1,697-share option will be fully vested on January 1, 2027, assuming continued eligibility.

Why did Heather D. Turner receive stock options instead of cash from Terns Pharmaceuticals?

Turner elected to receive stock options instead of her 2026 cash retainer. Under the Non-Employee Director Compensation Policy, she chose an option grant in lieu of a $45,000 director cash retainer fee for the 2026 service year.

How many derivative securities does Heather D. Turner own after this Terns Pharmaceuticals grant?

After the transaction, Turner beneficially owns 1,697 derivative securities. These securities represent her newly granted stock option for 1,697 shares, held directly, with vesting spread monthly from January 1, 2026 through January 1, 2027.