Terns Pharmaceuticals filings document the company’s clinical-stage oncology disclosures, capital structure, and completed transition from Nasdaq-listed issuer to Merck subsidiary. Recent Form 8-K reports cover TERN-701 regulatory updates, including FDA Breakthrough Therapy Designation for chronic myeloid leukemia, license and intellectual-property arrangements involving the program, operating results, and material definitive agreements.
The filing record also includes the acquisition-completion Form 8-K and Nasdaq Form 25 for removal of Terns common stock from listing and Section 12(b) registration. These documents record the treatment of TERN common stock, exchange registration status, governance and shareholder-related disclosures, financial statement exhibits, and other material-event reporting associated with the company’s public-company status.
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, Inc. has been acquired by Merck and taken private. Merck’s subsidiary completed a cash tender offer for all outstanding Terns common shares at $53.00 per share, then merged into Terns under a previously signed merger agreement.
At the offer’s expiration, stockholders had tendered 100,091,794 shares, representing about 86.36% of outstanding shares, satisfying the minimum tender condition. Terns is now a wholly owned Merck subsidiary, its Nasdaq listing is being removed, SEC registration will be terminated, and all prior directors and officers have been replaced by Merck designees. Outstanding stock options and RSUs were cancelled and cashed out where in the money at the $53.00 merger price.
Terns Pharmaceuticals, Inc. amended its Solicitation/Recommendation Statement to report that the tender offer made by Thailand Merger Sub, Inc., a Merck Sharp & Dohme LLC subsidiary, expired at one minute after 11:59 p.m. Eastern on May 4, 2026 and was not extended.
The depositary reported 100,091,794 Shares were validly tendered and not withdrawn, representing approximately 86.36% of the then issued and outstanding Shares. The Purchaser accepted all validly tendered Shares and paid (or will promptly pay) the offer price of $53.00 per Share in cash. Following acceptance, Purchaser completed the merger under Section 251(h) of the DGCL, making Terns a wholly owned subsidiary of Merck. Trading in the Shares is expected to cease prior to the opening on May 5, 2026, and the Shares will be delisted from Nasdaq.
Terns Pharmaceuticals submitted a Form 25 notification via Nasdaq Stock Market LLC to remove its Common Stock from listing and registration under Section 12(b) of the Exchange Act. Nasdaq states it complied with Rule 12d2-2 and the issuer complied with Nasdaq rules governing a voluntary withdrawal.
The notification lists Nasdaq's certification that it has reasonable grounds for the Form 25 and is signed by a Nasdaq representative, Jennifer Fainer, CDO Analyst. Contact details for the issuer include an address in Foster City, California and a telephone number.
Merck completed its tender offer for Terns Pharmaceuticals and effected a merger under Section 251(h) of the DGCL. Purchaser accepted 100,091,794 Shares tendered at $53.00 per Share, representing 86.36% of outstanding shares as of the Expiration Time (May 4, 2026), and closed the merger so that Terns became a wholly owned subsidiary. The Shares are expected to cease trading and be delisted from Nasdaq prior to the opening of business on May 5, 2026, and Parent intends to terminate registration under the Exchange Act.
Terns Pharmaceuticals filed an amendment to its annual report mainly to add governance, executive pay and ownership details that were previously expected to come from its proxy, and to update certain exhibits. The filing confirms 115,521,157 common shares outstanding as of April 17, 2026 and a non‑affiliate market value of $324,170,335 as of June 30, 2025.
The board has seven directors across three staggered classes, all but the CEO deemed independent, with fully chartered audit, compensation, nominating and R&D committees. For 2025, CEO Amy Burroughs received total compensation of $4.59 million, largely from stock options, while the CFO and CMO received $2.62 million and $2.36 million, respectively, including performance bonuses based on 145% corporate achievement. The company reports 11.28 million shares underlying outstanding options and 7.71 million shares available for future issuance across equity plans, and discloses that Morgan Stanley entities beneficially own 7.10 million shares, or 6.1% of common stock.