Merck deal leads Terns (TERN) director to surrender stock options
Rhea-AI Filing Summary
Terns Pharmaceuticals director Jill M. Quigley reported the cancellation and disposition to the issuer of several stock option awards in connection with the company’s merger with Merck. On May 5, 2026, seven option grants covering shares of common stock were reported as dispositions to the issuer.
Under the merger agreement, each outstanding option with an exercise price below the cash merger consideration of $53.00 per share is cancelled at the effective time and converted into a right to receive cash equal to the excess of the merger consideration over the option’s exercise price, subject to withholding taxes. Following these transactions, the filing shows no remaining derivative option holdings for Quigley.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Quigley Jill M.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 45,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 10,657 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 32,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 3,955 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 22,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 32,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 1,697 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), 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.
- F2. 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.
Key Figures
Merger consideration per share: $53.00 per share
Option exercise price: $34.6000 per share
Option exercise price: $12.0500 per share
+2 more
5 metrics
Merger consideration per share
$53.00 per share
Cash paid for each Terns common share in tender offer
Option exercise price
$34.6000 per share
Exercise price of one canceled stock option grant
Option exercise price
$12.0500 per share
Exercise price of one canceled stock option grant
Option exercise price
$10.7200 per share
Exercise price of one canceled stock option grant
Largest option block canceled
45,000 options
Stock option grant with a $4.1000 exercise price
Key Terms
Agreement and Plan of Merger, tender offer, Merger Consideration, Schedule 14D-9, +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the "Merger Agreement") 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
"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.
Schedule 14D-9 regulatory
"as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026"
Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Terns (TERN) director Jill M. Quigley report in this Form 4?
Jill M. Quigley reported issuer dispositions of seven stock option grants on May 5, 2026. These were option awards on Terns common stock that were cancelled and settled in cash under the merger agreement with Merck.
How are Terns (TERN) stock options treated in the Merck merger?
Each outstanding option with an exercise price below the cash merger consideration is cancelled at the effective time. The holder receives cash equal to the merger consideration per share minus the option’s exercise price, subject to any applicable withholding taxes.
Were these Terns (TERN) director transactions open-market stock sales?
No. The Form 4 classifies the transactions with code D as dispositions to the issuer. They reflect cancellation and cash settlement of stock options under the merger terms, rather than open-market purchases or sales of Terns common stock.
Does Jill M. Quigley retain Terns (TERN) stock options after these dispositions?
The filing’s derivative section shows zero options remaining after these transactions. Each reported stock option grant was fully disposed of to the issuer in connection with the Merck merger and corresponding cash consideration mechanics.
Who is acquiring Terns (TERN) under the reported merger agreement?
Terns entered into an Agreement and Plan of Merger with Merck Sharp & Dohme LLC and Thailand Merger Sub, Inc. The Merger Sub, a wholly owned subsidiary of Merck, completed a tender offer for Terns’ common stock on the terms described in the merger documentation.