Deep Track reports 2.97% stake in Terns Pharma

Accepted by SEC EDGAR 02/13/2026 - 08:52 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Terns (TERN) shares does Deep Track report owning in this filing?

Deep Track Capital and related reporting persons disclose beneficial ownership of 3,150,000 Terns common shares. This total includes both currently outstanding stock and shares underlying pre-funded warrants, giving them a reported 2.97% beneficial interest in the company’s common stock as of December 31, 2025.

What percentage of Terns (TERN) does Deep Track’s position represent?

The reporting persons state their Terns stake represents 2.97% of the outstanding common stock. That percentage is calculated using 106,142,422 shares, combining 103,761,470 shares outstanding and 2,380,952 shares issuable from pre-funded warrants, subject to a contractual ownership cap.

How is Deep Track’s Terns (TERN) ownership structured between stock and warrants?

Deep Track’s beneficial ownership includes both common stock and 2,380,952 pre-funded warrants exercisable into common shares. These warrants are counted in the 3,150,000 total beneficially owned shares but are subject to a 4.99% maximum beneficial ownership limitation on exercise.

What is the 4.99% Maximum Percentage mentioned in the Terns (TERN) filing?

The filing explains that pre-funded warrants may not be exercised if doing so would cause the holder to beneficially own more than 4.99% of Terns’ outstanding common stock. This Maximum Percentage contractually limits warrant exercises that would push ownership above that threshold.

Why does the filing note Deep Track owns 5 percent or less of Terns (TERN)?

Item 5 of the filing states the reporting persons beneficially own 5 percent or less of Terns’ common stock. Their precise reported stake is 2.97%, placing them below the typical 5% threshold that usually triggers initial beneficial ownership reporting obligations.

Does Deep Track aim to influence control of Terns (TERN) according to this filing?

The certification section states the securities were not acquired and are not held for the purpose of changing or influencing control of Terns Pharmaceuticals. It also notes they are not held in connection with any transaction intended to have that control-related purpose or effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Terns Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

880881107

(CUSIP Number)

12/31/2025

(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

Deep Track Capital, LP

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 3,150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,150,000.00

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)

2.97 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 880881107

1

Names of Reporting Persons

Deep Track Biotechnology Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,150,000.00

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)

2.97 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 880881107

1

Names of Reporting Persons

David Kroin

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,150,000.00

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)

2.97 %

12

Type of Reporting Person (See Instructions)

HC, IN

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: (i) Deep Track Capital, LP (ii) Deep Track Biotechnology Master Fund, Ltd. (iii) David Kroin
(b)	Address or principal business office or, if none, residence: (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(c)	Citizenship: (i) Delaware (ii) Cayman Islands (iii) United States
(d)	Title of class of securities: Common Stock, $0.0001 par value 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: 3,150,000
(b)	Percent of class: 2.97%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,150,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,150,000
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. Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.

Deep Track Capital, LP

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:	02/13/2026

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	02/13/2026

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	02/13/2026

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person. The amount beneficially owned by each Reporting Person is determined using 106,142,422 shares, calculated using 103,761,470 Common Stock outstanding as of December 11, 2025, according to the issuer's Prospectus filed with the SEC on December 11, 2025 and 2,380,952 Common Stock that would be converted to Common Stock by the Reporting Person up to the Maximum Percentage. The beneficially owned shares include 2,380,952 Pre-Funded Warrants exercisable to common shares, subject to a 4.99% Maximum Percentage exercise limitation. The Issuer shall not effect the exercise of any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise, the holder collectively would beneficially own in excess of 4.99% (the "Maximum Percentage") of the number of Common Stock outstanding immediately after giving effect to such exercise. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 13, 2026 Deep Track Capital, LP By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser Deep Track Biotechnology Master Fund, Ltd. By: /s/ David Kroin David Kroin, Director David Kroin By: /s/ David Kroin David Kroin