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.
Merck and its subsidiary have announced a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals. The proposed transaction is governed by an Agreement and Plan of Merger dated March 24, 2025. The tender offer described has not commenced; when it begins, Merck and the purchaser will file a Schedule TO and Terns will file a Schedule 14D-9. The filing attaches a joint press release dated March 25, 2026 as an exhibit and includes customary forward-looking statements and risk factors.
Terns Pharmaceuticals agreed to be acquired by Merck through a cash tender offer and follow‑on merger. Merck will offer $53.00 per share for all outstanding Terns common stock, implying an approximate equity value of $6.7 billion, or about $5.7 billion net of acquired cash. The price reflects a premium of 31% to Terns’ 60‑day and 42% to its 90‑day volume‑weighted average share prices as of March 24, 2026. Closing requires more than 50% of shares to be tendered, expiration or termination of the Hart‑Scott‑Rodino waiting period and absence of blocking legal orders. After the offer, a short‑form merger will make Terns a wholly owned Merck subsidiary and all remaining shares will receive the same cash price. In‑the‑money options, RSUs and certain pre‑funded warrants will be cashed out, while out‑of‑the‑money options will be cancelled. The agreement includes a $235 million termination fee payable by Terns in specified circumstances and a $270 million reverse termination fee payable by Merck if antitrust obstacles prevent closing. Merck expects to account for the deal as an asset acquisition, recording an estimated $5.8 billion charge, or about $2.35 per share, in Q2 2026 if it closes as planned.
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, Inc. received an updated ownership report from Commodore Capital and related parties. As of December 31, 2025, Commodore Capital LP, Commodore Capital Master LP, and managing partners Robert Egen Atkinson and Michael Kramarz may be deemed to beneficially own 1,475,000 shares of Terns common stock.
This stake represents 1.4% of the outstanding common shares, calculated using 108,767,281 shares outstanding based on the company’s latest SEC filings. The reporting parties share voting and dispositive power over these shares and certify that the investment is not intended to change or influence control of Terns Pharmaceuticals.
Vivo Capital investment entities filed an amended Schedule 13G to report their passive ownership in Terns Pharmaceuticals, Inc. common stock as of January 31, 2026. Vivo Capital Fund VIII, L.P. holds 966,461 shares, or 0.9% of the outstanding stock, and Vivo Capital Surplus Fund VIII, L.P. holds 133,415 shares, or 0.1%. Vivo Capital VIII, LLC, as general partner of these funds, is reported as beneficial owner of 1,099,876 shares, or 1.0%. Separately, Vivo Opportunity Fund Holdings, L.P. holds 2,700,615 shares, or 2.5%, and Vivo Opportunity Cayman Fund, L.P. holds 241,652 shares, or 0.2%. All percentages are based on 106,198,970 Terns shares outstanding as of December 11, 2025, and the group certifies the holdings are not for the purpose of changing or influencing control of Terns.
Deep Track Capital and related entities report a 2.97% beneficial stake in Terns Pharmaceuticals, Inc. They collectively report beneficial ownership of 3,150,000 shares of common stock as of December 31, 2025, with shared voting and dispositive power over all reported shares.
This amount includes 2,380,952 pre-funded warrants that are exercisable into common stock but subject to a 4.99% maximum beneficial ownership cap, limiting how many shares can be issued on exercise. The filers certify the holdings are not for the purpose of changing or influencing control of Terns.
Soleus Capital Master Fund and related entities reported their ownership stake in Terns Pharmaceuticals, Inc. on an amended Schedule 13G. They collectively report beneficial ownership of 212,710 shares of Terns common stock, representing 0.2% of the class, with shared voting and dispositive power over all reported shares.
The percentage is calculated based on 103,761,470 Terns shares outstanding as of the close of business on December 11, 2025. The reporting persons state that the securities were not acquired and are not held for the purpose of changing or influencing control of Terns Pharmaceuticals.
Terns Pharmaceuticals, Inc. disclosed that investment manager Adage Capital Management, L.P., together with principals Robert Atchinson and Phillip Gross, has filed a Schedule 13G as of December 31, 2025.
The reporting group beneficially owns 5,550,000 shares of Terns common stock, representing 5.10% of the outstanding class, with shared voting and dispositive power over all reported shares. They certify the position is held in the ordinary course of business and not for the purpose of influencing control of the company.
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.