Welcome to our dedicated page for Terns Pharmaceuticals SEC filings (Ticker: TERN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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, Inc. entered into an amendment to its existing exclusive option and license agreement with Hansoh on January 16, 2026. Under this amendment, Hansoh granted Terns an exclusive, royalty-bearing, sublicensable, perpetual worldwide license, excluding mainland China, Taiwan, Hong Kong and Macau, to certain patents invented by Hansoh related to TERN-701 for oncology use. This replaces Terns’ prior non-exclusive, non-sublicensable, royalty-free license held through its subsidiary CaspianTern, LLC.
In exchange, Terns will pay Hansoh a one-time upfront license fee of $1.0 million and tiered royalties ranging from 0.75% to 1.25% on annual net sales of TERN-701 products in its territory, when such sales are covered by a valid claim of the licensed patents, subject to specified reductions. The company plans to file the full amendment as an exhibit to a future Quarterly Report on Form 10-Q.
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.