Merck deal: Terns (TERN) CMO disposes shares and options at $53
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported the cash settlement of his equity in connection with Merck’s acquisition of the company. On a per-share basis, common stock was valued at $53.00, the cash merger consideration paid in Merck’s tender offer.
The filing shows dispositions of 81,953 common shares to the issuer and 24,562 shares pursuant to the tender offer, all at $53.00 per share. Multiple stock option grants covering underlying common shares with exercise prices below $53.00 were cancelled and converted into cash equal to the merger consideration minus each option’s exercise price. Following these actions, Kuriakose reports holding no common shares or stock options of Terns.
Positive
- None.
Negative
- None.
Insights
Terns CMO’s equity is fully cashed out at a fixed merger price.
The filing reflects Chief Medical Officer Emil Kuriakose settling his Terns equity as part of Merck’s acquisition. Common shares were valued at $53.00 per share, matching the tender offer price disclosed in the merger agreement.
Two non-derivative entries show dispositions of 81,953 shares to the issuer and 24,562 shares via tender offer, both at $53.00. Several stock option awards with exercise prices below $53.00 were cancelled for cash equal to the merger price minus each strike.
After these transactions, reported holdings in common stock and options fall to zero, and the derivativeSummary is empty. This indicates the CMO no longer has an equity position in Terns following completion of the merger structure described in the footnotes.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Kuriakose Emil
Role
Chief Medical Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 485,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 117,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 120,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 280,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 112,500 | $0.00 | -- |
| U | Common Stock | 24,562 | $53.00 | $1.30M |
| Disposition | Common Stock | 81,953 | $53.00 | $4.34M |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Includes 842 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on April 2, 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
Common shares disposed to issuer: 81,953 shares at $53.00
Common shares tendered: 24,562 shares at $53.00
Merger consideration: $53.00 per share
+3 more
6 metrics
Common shares disposed to issuer
81,953 shares at $53.00
Non-derivative disposition on 2026-05-05
Common shares tendered
24,562 shares at $53.00
Tender-offer disposition on 2026-05-05
Merger consideration
$53.00 per share
Cash paid for each Terns common share in Merck tender offer
Option strike price block 1
$37.18 exercise price
112,500 option shares cancelled for cash at $53.00 less strike
Option strike price block 2
$12.93 exercise price
280,000 option shares cancelled for cash at $53.00 less strike
Post-transaction holdings
0 common shares, 0 options
Total shares following each reported transaction
Key Terms
Agreement and Plan of Merger, tender offer, Merger Consideration, restricted stock unit ("RSU"), +1 more
5 terms
Agreement and Plan of Merger regulatory
"On March 24, 2026, Terns Pharmaceuticals, Inc. entered into an Agreement and Plan of Merger"
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"
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 did Terns (TERN) Chief Medical Officer Emil Kuriakose report in this Form 4?
He reported disposing of all his Terns equity in connection with Merck’s acquisition. The filing shows common shares and stock options being settled for cash based on a $53.00 per-share merger price agreed in the tender offer.
How were Terns (TERN) stock options held by the CMO treated in the Merck deal?
Each outstanding option with an exercise price below the $53.00 merger consideration was cancelled at the effective time. It was converted into a cash right equal to $53.00 minus the option’s per-share exercise price, subject to applicable tax withholding.
Does the Terns CMO still hold any common stock or options after these transactions?
No. Each reported transaction shows total shares following the disposition as zero, and the derivativeSummary is empty. Together, these indicate the CMO no longer holds Terns common stock or stock options after the merger-related cash settlements.
How were Terns (TERN) restricted stock units (RSUs) affected by the Merck acquisition?
According to the footnotes, each outstanding RSU, whether vested or unvested, was cancelled. Holders received cash equal to the $53.00 merger consideration multiplied by the number of shares underlying each RSU, subject to withholding taxes.