Soleus Capital Master Fund and related entities reported their ownership stake in Terns Pharmaceuticals, Inc. on an amended Schedule 13G. They collectively report beneficial ownership of 212,710 shares of Terns common stock, representing 0.2% of the class, with shared voting and dispositive power over all reported shares.
The percentage is calculated based on 103,761,470 Terns shares outstanding as of the close of business on December 11, 2025. The reporting persons state that the securities were not acquired and are not held for the purpose of changing or influencing control of Terns Pharmaceuticals.
Positive
None.
Negative
None.
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, $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
Soleus Capital Master 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
212,710.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
212,710.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
212,710.00
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)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of the common stock of Terns Pharmaceuticals, Inc. (the "Issuer") outstanding as of the close of business on December 11, 2025, immediately following the closing of the public offering described in the prospectus supplement dated December 9, 2025.
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Soleus Capital, 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
212,710.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
212,710.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
212,710.00
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: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of common stock of the Issuer outstanding as of the close of business on December 11, 2025.
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Soleus Capital Group, 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
212,710.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
212,710.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
212,710.00
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: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of common stock of the Issuer outstanding as of the close of business on December 11, 2025.
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Soleus Capital Management, 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
0.00
6
Shared Voting Power
212,710.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
212,710.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
212,710.00
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: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of common stock of the Issuer outstanding as of the close of business on December 11, 2025.
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Soleus GP, 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
212,710.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
212,710.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
212,710.00
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: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of common stock of the Issuer outstanding as of the close of business on December 11, 2025.
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Guy Levy
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
212,710.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
212,710.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
212,710.00
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)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of common stock of the Issuer outstanding as of the close of business on December 11, 2025.
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:
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Group, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus GP, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management
100 Field Point Road, Suite 200
Greenwich, CT 06830
(c)
Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - 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:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
212,710
(b)
Percent of class:
0.2%
(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:
212,710
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
212,710
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.
Soleus Capital Master Fund, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital Group, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus Capital Management, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Soleus GP, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy/Managing Member
Date:
02/12/2026
Guy Levy
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy
Date:
02/12/2026
Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
What ownership in Terns Pharmaceuticals (TERN) does Soleus Capital report?
Soleus Capital Master Fund and related entities report beneficial ownership of 212,710 Terns Pharmaceuticals common shares. This represents 0.2% of the company’s outstanding common stock, with all reported shares subject to shared voting and shared dispositive power among the reporting entities.
How was the 0.2% ownership of Terns (TERN) calculated in this Schedule 13G/A?
The 0.2% ownership is based on 212,710 shares compared to 103,761,470 Terns common shares outstanding. The outstanding share count is taken as of the close of business on December 11, 2025, immediately following a public offering described in a December 9, 2025 prospectus supplement.
Are Soleus Capital and affiliates seeking control of Terns Pharmaceuticals (TERN)?
The filing states the securities were not acquired and are not held to change or influence control of Terns. The reporting persons certify they are not participating in any transaction with that purpose or effect, other than activities solely related to a nomination under the specified proxy rule.
Who are the reporting persons in the Terns (TERN) Schedule 13G/A filing?
The reporting group includes Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy. The filing details their roles in the fund structure and notes shared voting and dispositive power over the reported shares.
Does any Soleus-related entity own Terns (TERN) shares directly?
The filing explains that the 212,710 Terns shares are held directly by Soleus Capital Master Fund, L.P. Other entities—Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy—are related through general partner and managing member roles over the Master Fund.
Do Soleus and Guy Levy claim full beneficial ownership of Terns (TERN) shares?
The reporting entities and Guy Levy disclaim beneficial ownership of the Terns shares beyond what is required for Section 13(d) reporting. They state that the filing should not be considered an admission that any of them is the beneficial owner of the shares for other purposes.
