Commodore Capital discloses 1.4% Terns (TERN) stake in updated 13G/A filing

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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

Commodore 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 1,475,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,475,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,475,000.00

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)

1.4 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 880881107

1

Names of Reporting Persons

Commodore Capital Master 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,475,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,475,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,475,000.00

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)

1.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 880881107

1

Names of Reporting Persons

Robert Egen Atkinson

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 1,475,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,475,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,475,000.00

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)

1.4 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 880881107

1

Names of Reporting Persons

Michael Kramarz

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 1,475,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,475,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,475,000.00

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)

1.4 %

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, CALIFORNIA, 94404.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(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: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of December 31, 2025, the Firm may be deemed to beneficially own an aggregate of 1,475,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Terns Pharmaceuticals, Inc. (the "Issuer"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentage are based on 108,767,281 shares of Common Stock issued and outstanding as of December 9, 2025 based on 90,079,781 shares of Common Stock reported as issued and outstanding as of November 7, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025, plus (i) 16,250,000 shares of Common Stock, par value $0.0001 per share, of the Issuer and (ii) at the option of the Underwriters, up to an additional 2,437,500 shares of Common Stock of the Issuer reported as issued and outstanding as of December 9, 2025 in the Issuer's Rule 424(b)(5) Prospectus Supplement filed with the Securities and Exchange Commission on December 11, 2025.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
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.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	02/17/2026

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	02/17/2026

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	02/17/2026

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	02/17/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

What ownership stake in Terns Pharmaceuticals (TERN) does Commodore Capital report?

Commodore Capital and related filers report beneficial ownership of 1,475,000 shares of Terns Pharmaceuticals common stock. This represents 1.4% of the company’s outstanding common shares, based on 108,767,281 shares outstanding referenced from recent SEC filings.

Who are the reporting persons in the Terns Pharmaceuticals (TERN) Schedule 13G/A?

The reporting persons are Commodore Capital LP, Commodore Capital Master LP, and individuals Robert Egen Atkinson and Michael Kramarz. Commodore Capital LP serves as investment manager to Commodore Capital Master LP, and Atkinson and Kramarz are managing partners exercising investment discretion.

Does Commodore Capital seek control of Terns Pharmaceuticals (TERN) with this stake?

No. The filers certify the securities were not acquired and are not held for the purpose or effect of changing or influencing control of Terns Pharmaceuticals. They also state the holdings are not part of any transaction intended to influence control, aside from certain nomination activities.

How was the 1.4% ownership in Terns Pharmaceuticals (TERN) calculated?

The 1.4% figure uses a base of 108,767,281 common shares outstanding. That total reflects 90,079,781 shares from a Form 10-Q plus an additional 16,250,000 shares and up to 2,437,500 shares reported in a Rule 424(b)(5) prospectus supplement.

What voting and dispositive powers does Commodore Capital have over Terns (TERN) shares?

The filers report shared voting power and shared dispositive power over all 1,475,000 Terns common shares. They report no sole voting or dispositive power, indicating decisions over these shares are made collectively among the reporting parties.