CFO cashes out in Merck’s $53-per-share takeover of Terns (TERN)
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Terns Pharmaceuticals, Inc. Chief Financial Officer Andrew Gengos reported disposing of his equity in connection with Merck’s cash acquisition of the company. He returned 68,750 shares of common stock to the issuer and separately disposed of 40,503 shares pursuant to a tender offer, both at $53.00 per share. In addition, stock options covering 137,500 shares at an exercise price of $37.18 and options covering 750,000 shares at $3.73 were cancelled and converted into cash equal to the excess of the Merger Consideration of $53.00 over the respective exercise prices. Outstanding restricted stock units were also cancelled for cash based on the same per‑share merger price, and the filing shows no remaining common stock or stock option holdings for Gengos after these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Gengos Andrew
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 750,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 137,500 | $0.00 | -- |
| U | Common Stock | 40,503 | $53.00 | $2.15M |
| Disposition | Common Stock | 68,750 | $53.00 | $3.64M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Includes 7,465 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on January 16, 2026. On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026. Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Merger Consideration and the total number of Shares subject to such RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement). Pursuant to the Merger Agreement, at the Effective Time, each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.
Key Figures
Shares disposed to issuer: 68,750 shares at $53.00
Shares tendered: 40,503 shares at $53.00
Merger consideration price: $53.00 per share
+4 more
7 metrics
Shares disposed to issuer
68,750 shares at $53.00
Common Stock disposition to issuer on 2026-05-05
Shares tendered
40,503 shares at $53.00
Common Stock tender-offer disposition on 2026-05-05
Merger consideration price
$53.00 per share
Cash paid per Terns common share in Merck deal
Option grant 1 cancelled
137,500 shares at $37.18
Stock options cancelled and cashed out vs. $53.00 merger price
Option grant 2 cancelled
750,000 shares at $3.73
Stock options cancelled and cashed out vs. $53.00 merger price
ESPP shares noted
7,465 shares
Acquired under 2021 Employee Stock Purchase Plan since prior Form 4
Post-transaction holdings
0 shares
Total common stock held after reported transactions
Key Terms
Agreement and Plan of Merger, tender offer, Merger Consideration, restricted stock unit ("RSU"), +2 more
6 terms
Agreement and Plan of Merger regulatory
"On March 24, 2026, Terns Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger with Merck Sharp & Dohme LLC"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"the Purchaser completed a tender offer for the shares of the Issuer's common stock"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Merger Consideration financial
"In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock unit ("RSU") financial
"each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash"
Employee Stock Purchase Plan financial
"Includes 7,465 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
stock option financial
"each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
What insider transaction did Terns Pharmaceuticals (TERN) CFO Andrew Gengos report?
Andrew Gengos reported disposing of his Terns Pharmaceuticals equity in connection with Merck’s cash acquisition. He returned shares to the issuer, tendered additional shares in the offer, and had stock options and restricted stock units cancelled and converted into cash based on the $53.00 merger price.
What happened to Terns Pharmaceuticals (TERN) stock options held by the CFO?
Stock options covering 137,500 shares at a $37.18 exercise price and options covering 750,000 shares at $3.73 were cancelled. Under the merger agreement, they were converted into cash equal to the $53.00 merger price minus each option’s exercise price, subject to applicable withholding taxes.
How were Terns (TERN) restricted stock units treated in the Merck acquisition?
Each Terns restricted stock unit award outstanding immediately before the effective time was cancelled and converted into cash. The cash amount equaled the $53.00 per‑share merger consideration multiplied by the number of shares subject to the RSU, with no interest and subject to withholding taxes.
Does the Terns (TERN) CFO have any remaining equity holdings after these transactions?
The Form 4 reports zero shares of common stock and no remaining stock options for Andrew Gengos following the transactions. All reported common shares, options, and restricted stock units were either tendered, returned to the issuer, or cancelled and converted into cash under the merger agreement with Merck.