Director Robert Azelby takes 1,697 Terns (TERN) options instead of $45k cash

Rhea-AI Filing Summary

Terns Pharmaceuticals director Robert Azelby received a new stock option grant as part of his 2026 board compensation. On 02/01/2026, he was granted 1,697 stock options with an exercise price of $34.6 per share, recorded at a transaction price of $0.00.

According to the company’s Non-Employee Director Compensation Policy, Azelby elected to take this option instead of a $45,000 cash retainer for 2026. The option will vest in equal monthly installments, with 1/12 of the shares vesting each month from January 1, 2026 so that all 1,697 shares are fully vested by January 1, 2027.

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^*

Azelby Robert

(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 Robert Azelby	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 did Terns Pharmaceuticals (TERN) director Robert Azelby report in this Form 4?

Director Robert Azelby reported receiving 1,697 stock options in a transaction dated February 1, 2026. These options were granted as part of his board compensation and recorded at a transaction price of $0.00, with an exercise price of $34.6 per share.

How many Terns Pharmaceuticals (TERN) stock options were granted to Robert Azelby?

Robert Azelby was granted 1,697 stock options. These derivative securities give him the right to buy 1,697 shares of Terns Pharmaceuticals common stock, subject to vesting over time under the company’s Non-Employee Director Compensation Policy for the 2026 service year.

What is the exercise price and vesting schedule of Robert Azelby’s Terns (TERN) stock options?

The stock options have a $34.6 per share exercise price and expire on January 31, 2036. Vesting occurs in monthly installments of 1/12 of the total shares, starting January 1, 2026, so all 1,697 options will be fully vested by January 1, 2027.

How does the new stock option grant replace cash compensation for Terns (TERN) director Robert Azelby?

The option was issued under Terns’ Non-Employee Director Compensation Policy, where Azelby elected options instead of cash. Specifically, he chose to receive this 1,697-share option grant in lieu of a $45,000 cash retainer fee for his 2026 board service.

Is Robert Azelby’s ownership in Terns (TERN) direct or indirect after this Form 4 transaction?

Following the reported transaction, Robert Azelby directly holds 1,697 derivative securities in the form of stock options. The filing classifies his ownership as direct, with no indicated trust, partnership, or other indirect holding structure noted for this specific option grant.