TERN Form 4: Director exercises at $9.24 and sells 24,520 shares

Rhea-AI Filing Summary

Terns Pharmaceuticals (TERN) reported a Form 4 for director Jill M. Quigley detailing a same‑day option exercise and sale on 11/04/2025 under a Rule 10b5-1 trading plan.

She exercised 24,520 stock options at an exercise price of $9.24 (code M) and sold 24,520 shares of common stock at $18 (code S). Following these transactions, her directly held common stock position was 0 shares, and she reported 3,955 derivative securities (options) beneficially owned after the transactions.

The option grant vested over three years from a vesting commencement date of December 29, 2020, and carried an expiration date of 12/29/2030. The filing states the transactions were executed pursuant to a Rule 10b5‑1 trading plan adopted on March 18, 2024.

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).

X

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^*

Quigley Jill M.

(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)
11/04/2025

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
Common Stock	11/04/2025		M(1)		24,520	A	$9.24	24,520	D
Common Stock	11/04/2025		S(1)		24,520	D	$18	0.00	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
Stock Option (Right to Buy)	$9.24	11/04/2025		M(1)			24,520	(2)	12/29/2030	Common Stock	24,520	$0.00	3,955	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2024.

2. 1/3rd of the shares subject to the option vested on the first anniversary measured from December 29, 2020 (the "Vesting Commencement Date"), and 1/36th of the total number of shares vested monthly thereafter, such that 100% of the shares subject to the option were fully vested and exercisable on the third anniversary of the Vesting Commencement Date.

Remarks:

	/s/ David Strauss, as Attorney-in-Fact for Jill M. Quigley	11/05/2025
	** 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 (TERN) disclose in this Form 4?

A director exercised 24,520 options at $9.24 and sold 24,520 shares at $18 on 11/04/2025 under a Rule 10b5‑1 plan.

Who is the reporting person in TERN’s Form 4?

Director Jill M. Quigley.

How many TERN common shares did the reporting person hold after the transactions?

Directly held common stock was 0 shares after the reported transactions.

How many derivative securities remain after the transactions?

The filing shows 3,955 derivative securities (options) beneficially owned after the transactions.

Were the trades made under a Rule 10b5-1 plan?

Yes. The trades were pursuant to a Rule 10b5‑1 plan adopted on March 18, 2024.

What were the option terms mentioned?

Options had a vesting schedule over three years from 12/29/2020 and an expiration date of 12/29/2030.