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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Terns Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
880881107
(CUSIP Number)
01/31/2025
(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)
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Capital Fund VIII, L.P.
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
966,461.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
966,461.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
966,461.00
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)
0.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The number represents shares of common stock, $0.0001 par value ("Common Stock") of Terns Pharmaceuticals, Inc. (the "Issuer") held of record by Vivo Capital Fund VIII, L.P. as of January 31, 2026. Vivo Capital VIII, LLC is the general partner of Vivo Capital Fund VIII, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025 with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Capital Surplus Fund VIII, L.P.
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
133,415.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
133,415.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
133,415.00
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)
0.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The number represents shares of Common Stock of the Issuer held of record by Vivo Capital Surplus Fund VIII, L.P. as of January 31, 2026. Vivo Capital VIII, LLC is the general partner of Vivo Capital Surplus Fund VIII, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025, with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Capital VIII, 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
1,099,876.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,099,876.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,099,876.00
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)
1.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The number represents shares of Common Stock of the Issuer held of record by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. as of January 31, 2026. Vivo Capital VIII, LLC is the general partner of Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025, with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Opportunity Fund Holdings, L.P.
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
2,700,615.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,700,615.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,615.00
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)
2.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The number represents shares of Common Stock held of record by Vivo Opportunity Fund Holdings, L.P. as of January 31, 2026. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025, with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Opportunity, 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
2,700,615.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,700,615.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,700,615.00
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)
2.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The number represents shares of Common Stock held of record by Vivo Opportunity Fund Holdings, L.P. as of January 31, 2026. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025, with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Opportunity Cayman Fund, L.P.
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
241,652.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
241,652.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
241,652.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The number represents shares of Common Stock held of record by Vivo Opportunity Cayman Fund, L.P. as of January 31, 2026. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025, with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Vivo Opportunity Cayman, 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
241,652.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
241,652.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
241,652.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The number represents shares of Common Stock held of record by Vivo Opportunity Cayman Fund, L.P. as of January 31, 2026. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The percentage is based on 106,198,970 shares of Common Stock of the Issuer outstanding as of December 11, 2025, as disclosed in the prospectus supplement filed by the Issuer on December 11, 2025, with the SEC pursuant to Rule 424(b)(5), which forms part of the Issuer's Registration Statement on Form S-3 (File No. 333-292016).
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:
This Amendment No. 3 to Schedule 13G is filed jointly by Vivo Capital Fund VIII, L.P., Vivo Capital Surplus Fund VIII, L.P., Vivo Capital VIII, LLC, Vivo Opportunity Fund Holdings, L.P., Vivo Opportunity, LLC, Vivo Opportunity Cayman Fund, L.P., and Vivo Opportunity Cayman, LLC.
(b)
Address or principal business office or, if none, residence:
192 Lytton Avenue, Palo Alto, CA 94301
(c)
Citizenship:
Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. are Delaware limited partnerships.
Vivo Capital VIII, LLC is a Delaware limited liability company.
Vivo Opportunity Fund Holdings, L.P. is a Delaware limited partnership.
Vivo Opportunity, LLC is a Delaware limited liability company.
Vivo Opportunity Cayman Fund, L.P. is a Cayman Islands limited partnership.
Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(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:
(1) Vivo Capital Fund VIII, L.P., Vivo Capital Surplus Fund VIII, L.P. and Vivo Capital VIII, LLC
966,461 shares of Common Stock are held of records by Vivo Capital Fund VIII, L.P. 133,415 shares of common stock are held of records by Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of both Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.
(2) Vivo Opportunity Fund Holdings, L.P. and Vivo Opportunity, LLC
2,700,615 shares of Common Stock are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(3) Vivo Opportunity Cayman Fund, L.P. and Vivo Opportunity Cayman, LLC.
241,652 shares of Common Stock are held of records by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
(b)
Percent of class:
Vivo Capital Fund VIII, L.P.: 0.9%
Vivo Capital Surplus Fund VIII, L.P.: 0.1%
Vivo Capital VIII, LLC: 1.0%
Vivo Opportunity Fund Holdings, L.P.: 2.5%
Vivo Opportunity, LLC: 2.5%
Vivo Opportunity Cayman Fund, L.P.: 0.2%
Vivo Opportunity Cayman, LLC.: 0.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Vivo Capital Fund VIII, L.P.: 966,461 shares
Vivo Capital Surplus Fund VIII, L.P.: 133,415 shares
Vivo Capital VIII, LLC: 1,099,876 shares
Vivo Opportunity Fund Holdings, L.P.: 2,700,615 shares
Vivo Opportunity, LLC: 2,700,615 shares
Vivo Opportunity Cayman Fund, L.P.: 241,652 shares
Vivo Opportunity Cayman, LLC: 241,652 shares
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Vivo Capital Fund VIII, L.P.: 966,461 shares
Vivo Capital Surplus Fund VIII, L.P.: 133,415 shares
Vivo Capital VIII, LLC: 1,099,876 shares
Vivo Opportunity Fund Holdings, L.P.: 2,700,615 shares
Vivo Opportunity, LLC: 2,700,615 shares
Vivo Opportunity Cayman Fund, L.P.: 241,652 shares
Vivo Opportunity Cayman, LLC: 241,652 shares
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Not Applicable
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 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.
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.
Vivo Capital Fund VIII, L.P.
Signature:
/s/ Frank Kung
Name/Title:
Frank Kung/Managing Member of Vivo Capital VIII, LLC, General Partner
Date:
02/13/2026
Vivo Capital Surplus Fund VIII, L.P.
Signature:
/s/ Frank Kung
Name/Title:
Frank Kung/Managing Member of Vivo Capital VIII, LLC, General Partner
Date:
02/13/2026
Vivo Capital VIII, LLC
Signature:
/s/ Frank Kung
Name/Title:
Frank Kung/Managing Member
Date:
02/13/2026
Vivo Opportunity Fund Holdings, L.P.
Signature:
/s/ Kevin Dai
Name/Title:
Kevin Dai/Managing Member of Vivo Opportunity, LLC, General Partner
Date:
02/13/2026
Vivo Opportunity, LLC
Signature:
/s/ Kevin Dai
Name/Title:
Kevin Dai/Managing Member
Date:
02/13/2026
Vivo Opportunity Cayman Fund, L.P.
Signature:
/s/ Kevin Dai
Name/Title:
Kevin Dai/Managing Member of Vivo Opportunity Cayman, LLC, General Partner
What does this Schedule 13G/A filing disclose about TERN?
The filing shows several Vivo Capital funds reporting passive ownership in Terns Pharmaceuticals (TERN) common stock. Each reporting person holds 5% or less of the shares, indicating minority, non‑controlling positions based on outstanding shares disclosed in a prior prospectus supplement.
How many Terns Pharmaceuticals shares does Vivo Capital Fund VIII, L.P. hold?
Vivo Capital Fund VIII, L.P. beneficially owns 966,461 shares of Terns Pharmaceuticals common stock. This represents about 0.9% of the issuer’s outstanding shares, using the 106,198,970 shares figure reported as outstanding as of December 11, 2025.
What is the total Terns stake reported for Vivo Capital VIII, LLC?
Vivo Capital VIII, LLC is reported as beneficially owning 1,099,876 shares of Terns common stock, or 1.0% of the class. This reflects shares held by Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P., for which Vivo Capital VIII, LLC serves as general partner.
How large is the Vivo Opportunity Fund Holdings, L.P. position in TERN?
Vivo Opportunity Fund Holdings, L.P. holds 2,700,615 shares of Terns Pharmaceuticals common stock. This position represents about 2.5% of the outstanding shares, with Vivo Opportunity, LLC identified as the general partner of this limited partnership.
Are the Vivo Capital and Vivo Opportunity holdings in Terns considered controlling stakes?
No. Each reporting entity certifies ownership of 5% or less of Terns’ common stock and states the securities were not acquired or held to change or influence control, indicating non‑controlling, passive investment positions under Schedule 13G standards.
On what share count are the Terns Pharmaceuticals ownership percentages based?
The percentages are calculated using 106,198,970 Terns Pharmaceuticals common shares outstanding as of December 11, 2025. That share count comes from a prospectus supplement filed under Rule 424(b)(5), which is part of the company’s Form S‑3 registration statement.
