Morgan Stanley discloses 6.43M shares in Terns Pharmaceuticals (TERN)

Rhea-AI Filing Summary

Morgan Stanley filed an amended Schedule 13G/A disclosing its indirect holdings in Terns Pharmaceuticals, Inc. The filing lists 6,433,964 shares tied to shared dispositive power and reports a 5.6% beneficial ownership stake for one MS reporting unit; a related MS entity shows 5,764,462 shares and 4.9%.

The amendment includes joint filing exhibits and a statement that certain Morgan Stanley operating units are aggregated under the reporting units. Signatures are by an authorized Morgan Stanley representative.

Insights

Institutional Ownership Analyst

Amendment clarifies Morgan Stanley aggregated holdings and percentage thresholds.

The filing updates beneficial ownership for Morgan Stanley reporting units, showing 6,433,964 shares (shared dispositive power) and a reported 5.6% stake for one unit, with a second unit at 5,764,462 shares and 4.9%.

These figures reflect aggregated MS Reporting Units per the referenced Release; timing and cash‑flow treatment are not detailed in the excerpt.

Key Figures

Shared Dispositive Power: 6,433,964 shares Beneficial Ownership Percent: 5.6% Shared Dispositive Power (related entity): 5,764,462 shares +3 more

6 metrics

Shared Dispositive Power 6,433,964 shares reported on cover page

Beneficial Ownership Percent 5.6% reported for MS reporting unit

Shared Dispositive Power (related entity) 5,764,462 shares Morgan Stanley Capital Services LLC cover-page entry

Beneficial Ownership Percent (related entity) 4.9% reported for Morgan Stanley Capital Services LLC

CUSIP 880881107 Common Stock CUSIP on cover page

Signature Date 05/12/2026 authorized signatory signature date

Key Terms

Schedule 13G/A, Beneficially owned, MS Reporting Units, Shared Dispositive Power

4 terms

Schedule 13G/A regulatory

"Amendment No. 1 and cover-page ownership disclosures"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"this filing reflects the securities beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

MS Reporting Units financial

"aggregated under the Release No. 34-39538 as MS Reporting Units"

Shared Dispositive Power financial

"Shared Dispositive Power 6,433,964.00 on the cover page"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Terns Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

880881107

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 880881107

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,422,021.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,433,964.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,433,964.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 880881107

1

Names of Reporting Persons

Morgan Stanley Capital Services LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,764,462.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,764,462.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,764,462.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.9 %

12

Type of Reporting Person (See Instructions)

BD, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley Capital Services LLC has ceased to be the beneficial owner of more than five percent of the class of securities.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Terns Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 1065 EAST HILLSDALE BLVD., SUITE 100, FOSTER CITY, CA, 94404
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Morgan Stanley Capital Services LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 880881107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 5.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	05/12/2026

Morgan Stanley Capital Services LLC

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley Capital Services LLC
Date:	05/12/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

What does Morgan Stanley report for TERN ownership in this 13G/A?

The filing reports Morgan Stanley reporting units with 6,433,964 shares and a 5.6% stake for one unit, and 5,764,462 shares with 4.9% for a related MS entity, as shown on the cover page.

Does the amendment aggregate holdings across Morgan Stanley units for TERN?

Yes. The amendment states holdings are reported for certain aggregated MS Reporting Units under Release No. 34-39538, and excludes any operating units disaggregated in accordance with that Release.

Who signed the Schedule 13G/A for Morgan Stanley on TERN?

An authorized signatory, Claire Gordon, signed on behalf of Morgan Stanley and Morgan Stanley Capital Services LLC, with signature dates shown as 05/12/2026 on the filing excerpt.

Does the filing say Morgan Stanley still owns more than 5% of TERN?

The filing shows one MS reporting unit at 5.6%. A cover-page comment states Morgan Stanley Capital Services LLC has ceased to be a beneficial owner of more than five percent, per the cover-page note.

What exhibits accompany the TERN Schedule 13G/A amendment?

The amendment lists Exhibit 99.1 (Joint Filing Agreement) and Exhibit 99.2 (Item 7 subsidiary information), as shown in the exhibit information on the filing cover.