Every Form 4 that Terns Pharmaceuticals, Inc. (TERN) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A Form 4 covers the transactions officers, directors and large holders report, so if you follow TERN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TERN filings page.
Terns Pharmaceuticals director Robert Azelby reported the cancellation of stock options in connection with the company’s merger with Merck. On May 5, 2026, he disposed of options covering 1,697 shares of common stock with a per share exercise price of $34.60 and options covering 90,000 shares with a per share exercise price of $4.13, each as a disposition to the issuer.
Under the Merger Agreement, each unexercised option with an exercise price below the cash merger consideration of $53.00 per share is cancelled and converts into the right to receive the excess of the merger consideration over the exercise price, in cash and subject to applicable withholding taxes.
Terns Pharmaceuticals director Heather D. Turner reported the disposition of stock options to the issuer in connection with the company’s merger with Merck. On May 5, 2026, she returned options covering 1,697 shares at a $34.60 exercise price, 64,000 shares at $5.70, and 45,000 shares at $4.10.
Under the merger agreement, each unexercised option with an exercise price below the $53.00 per share merger consideration was cancelled and converted into the right to receive in cash the excess of $53.00 over its exercise price, subject to applicable withholding taxes.
Terns Pharmaceuticals director Radhika Tripuraneni reported the disposition of multiple stock option awards back to the company. The options covered shares of common stock at exercise prices ranging from $2.13 to $34.60 per share and now show zero remaining balance.
According to the merger agreement, at the effective time each unexercised option with an exercise price below the cash merger consideration is cancelled and converted into the right to receive the excess of the $53.00-per-share merger consideration over its exercise price, subject to withholding taxes. The Form 4 reflects this mechanical cancellation in connection with Merck’s completed tender offer for Terns shares, rather than any open-market trading by the director.
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.
Terns Pharmaceuticals director Jeffrey B. Kindler reported the disposition of multiple stock option awards to the company. On May 5, 2026, nine separate option grants covering various amounts of common stock were canceled as part of Terns’ cash merger with Merck.
Under the merger terms, Merck’s subsidiary completed a tender offer in which shareholders receive $53.00 per share in cash. At the merger’s effective time, each outstanding, unexercised option with an exercise price below this Merger Consideration was canceled and converted into the right to receive cash equal to the $53.00 price minus the option’s exercise price, before any applicable withholding taxes. Following these transactions, the reported option positions show zero remaining.
Terns Pharmaceuticals director David A. Fellows reported nine option dispositions to the company tied to its cash merger with Merck. On May 5, 2026, multiple stock option awards covering shares of Terns common stock were cancelled and converted under the merger terms.
Under the Agreement and Plan of Merger, each unexercised option with an exercise price below the $53.00 per share merger consideration is converted into a right to receive cash equal to the merger price minus the option’s exercise price, subject to withholding taxes. These are non‑market, compensation-related adjustments rather than open‑market trades.
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.
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.
Terns Pharmaceuticals, Inc. director and Chief Executive Officer Amy L. Burroughs reported disposing of all her equity interests in connection with Merck’s acquisition of the company. She returned 150,000 shares of common stock to the issuer at $53.00 per share and tendered 146,614 additional directly held shares at the same price. An indirect holding of 8,319 shares in the Amy L Burroughs 2017 Trust was also tendered for $53.00 per share. Under the Merger Agreement with Merck Sharp & Dohme LLC, all of her outstanding stock options—covering 300,000 shares at $37.18, 1,250,000 shares at $7.31, and 955,534 shares at $4.64—were cancelled in exchange for cash equal to the Merger Consideration minus the exercise price. Following these tender‑offer and cancellation transactions, Burroughs holds no common shares or stock options in Terns Pharmaceuticals.
Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported a small tax-related stock sale. He sold 942 shares of common stock in an open-market transaction at a weighted average price of $52.7526 per share. After this sale, he directly holds 105,673 shares. According to the filing, the shares were sold solely to cover taxes from the vesting of a restricted stock unit award and did not represent a discretionary trade.
Terns Pharmaceuticals, Inc. director and Chief Executive Officer Amy L. Burroughs reported an exercise-and-sell transaction in company stock. On March 16, 2026, she exercised options for 14,583 shares of common stock at an exercise price of $4.64 per share, converting a derivative position into common shares.
On the same day, she sold 11,813 shares at a weighted average price of $46.5657 and 2,770 shares at a weighted average price of $47.3024 in open-market transactions, totaling 14,583 shares sold. The transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 30, 2025.
Following these transactions, Burroughs holds 288,976 shares of Terns Pharmaceuticals common stock directly and 8,319 shares indirectly through the Amy L Burroughs 2017 Trust, maintaining a substantial equity stake in the company while realizing liquidity from the exercised options.
Terns Pharmaceuticals CEO Amy L. Burroughs reported several equity transactions on February 17, 2026. She exercised a stock option to acquire 14,583 shares of common stock at $4.64 per share and then sold 14,583 shares of common stock in multiple open-market trades at weighted average prices ranging from the high $37 to just over $40 per share, executed under a pre-established Rule 10b5-1 trading plan. After these transactions, she directly held 288,976 shares and beneficially owned an additional 8,319 shares indirectly through the Amy L Burroughs 2017 Trust.
Terns Pharmaceuticals director Heather D. Turner received a stock option grant as part of her 2026 board compensation. On February 1, 2026, she was awarded an option to buy 1,697 shares of common stock at an exercise price of $34.60 per share.
The option was issued under the company’s Non-Employee Director Compensation Policy after she elected to take equity instead of a $45,000 cash retainer for 2026. The grant vests in equal monthly installments over twelve months, measured from January 1, 2026, and will be fully vested on January 1, 2027. Following this transaction, Turner beneficially owns 1,697 derivative securities directly.
Terns Pharmaceuticals director receives stock option in lieu of cash fee. Director Radhika Tripuraneni was granted a stock option for 1,697 shares of Terns Pharmaceuticals common stock at an exercise price of $34.60 per share on February 1, 2026. The option was issued under the company’s Non-Employee Director Compensation Policy as a replacement for a $45,000 cash retainer for 2026. It vests in equal monthly installments of 1/12 of the total starting January 1, 2026, becoming fully vested on January 1, 2027. Following this grant, the director beneficially owns 1,697 derivative securities directly.
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.
Terns Pharmaceuticals, Inc. director Jill M. Quigley reported receiving a stock option covering 1,697 shares of common stock on February 1, 2026. The award was granted under the company’s Non-Employee Director Compensation Policy in lieu of her $45,000 cash retainer for 2026.
The option vests in equal monthly installments of 1/12 of the total shares starting from January 1, 2026, becoming fully vested on January 1, 2027. Following this grant, she beneficially owns 1,697 derivative securities directly.
Terns Pharmaceuticals director Jeffrey B. Kindler received a new stock option grant as part of his 2026 board compensation. On 02/01/2026 he was awarded an option to buy 1,697 shares of Terns Pharmaceuticals common stock at an exercise price of $34.60 per share.
The option was issued under the company’s Non-Employee Director Compensation Policy after he elected to take equity instead of a $45,000 cash retainer for 2026. The grant vests 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.
Terns Pharmaceuticals director David A. Fellows reported receiving a stock option covering 2,828 shares of common stock on February 1, 2026. The option has an exercise price of $34.6 per share and was taken in lieu of a $75,000 cash retainer for 2026.
The grant was made under the company’s Non-Employee Director Compensation Policy. The option vests in equal monthly installments, with 1/12 of the shares vesting on each monthly anniversary from January 1, 2026, so that all 2,828 shares are fully vested by January 1, 2027. Fellows holds these derivative securities directly.
Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported new equity awards. On 01/14/2026, he received 56,250 shares of common stock in the form of restricted stock units at a price of $0.00, bringing his directly held common shares to 106,615 after the grant. He was also granted a stock option for 112,500 shares of common stock with an exercise price of $37.18 per share, expiring on 01/13/2036.
For the RSUs, 25% vest on the first anniversary of January 1, 2026, with the remainder vesting quarterly over the following three years. For the option, 25% of the shares vest on the first anniversary of January 1, 2026, with the balance vesting monthly thereafter so that both awards are fully vested on the fourth anniversary of that vesting commencement date.
Terns Pharmaceuticals Chief Financial Officer equity awards On January 14, 2026, Terns Pharmaceuticals, Inc. Chief Financial Officer Andrew Gengos received 68,750 shares of common stock in the form of restricted stock units at a price of $0.00 per share, bringing his directly held common stock to 101,788 shares. The total includes 8,038 shares previously acquired under the company’s 2021 Employee Stock Purchase Plan on November 30, 2025.
On the same date, he was granted a stock option for 137,500 shares of common stock with an exercise price of $37.18 per share. For the RSUs, 25% vest on the first anniversary of January 1, 2026 and the remainder vests quarterly so that all units vest by the fourth anniversary. For the option, 25% of the shares vest on the first anniversary of January 1, 2026, with the rest vesting monthly so that the option is fully vested four years after that vesting commencement date.
Terns Pharmaceuticals Chief Executive Officer Amy L. Burroughs reported multiple equity transactions in company stock. On January 14, 2026, she received 150,000 shares of common stock for $0.00 per share, structured as restricted stock units that vest over four years starting January 1, 2026. The same day, she was granted 300,000 stock options with an exercise price of $37.18 per share, also vesting over four years from January 1, 2026.
On January 15, 2026, Burroughs exercised stock options to acquire 27,083, 27,083, and 14,583 shares of common stock at an exercise price of $4.64 per share. She then sold 61,228 shares at a weighted average price of $37.0153 and 7,521 shares at a weighted average price of $37.5256, all under a Rule 10b5-1 trading plan adopted on June 30, 2025. After these transactions, she directly held 288,976 shares of common stock and indirectly held 8,319 shares through the Amy L Burroughs 2017 Trust.
Terns Pharmaceuticals CEO Amy L. Burroughs reported multiple equity transactions in early January 2026. On January 2, 2026, she exercised a stock option for 21,551 shares of common stock at an exercise price of $4.64 per share, increasing her directly held common shares to 60,315, plus 8,319 shares held indirectly through the Amy L Burroughs 2017 Trust.
On January 5, 2026, 150,000 restricted stock units converted into the same number of common shares after the Compensation Committee determined that stock price performance milestones had been achieved. That same day, she reported the sale of 71,339 shares of common stock at a weighted average price of $38.103 per share, with the filing stating these shares were sold to satisfy taxes from the RSU vesting and did not represent a discretionary trade. Following these transactions, she directly owned 138,976 shares of common stock, in addition to the indirect trust holdings.
Terns Pharmaceuticals, Inc. Chief Medical Officer Kuriakose Emil filed a Form 4 reporting routine insider sales of common stock. On January 2, 2026, he sold 200 shares at a weighted average price of $39.6 and 955 shares at a weighted average price of $38.3586.
According to the footnotes, these shares were sold to satisfy taxes due upon the vesting of a previously granted restricted stock unit award and do not represent discretionary trading decisions. After these transactions, Emil directly holds 50,365 shares of Terns Pharmaceuticals common stock.
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.