Morgan Stanley Drops Below 5% in Terns Pharmaceuticals

Terns Pharmaceuticals Schedule 13G/A reports that Morgan Stanley no longer beneficially owns more than 5% of the company's Common Stock.

Rhea-AI Filing Summary

Terns Pharmaceuticals Schedule 13G/A reports that Morgan Stanley no longer beneficially owns more than 5% of the company's Common Stock. The filing lists CUSIP 880881107 and shows 0.0% beneficial ownership. The amendment is signed June 5, 2026, and states the change is effective as of the date shown on the cover.

Insights

Securities Compliance Analyst

Amendment documents a drop below 5% beneficial ownership by Morgan Stanley.

The amendment to Schedule 13G/A states that Morgan Stanley "has ceased to be the beneficial owner of more than five percent of the class of securities." This aligns with reporting obligations when a previously large holder falls below the 5% threshold.

The filing provides a CUSIP (880881107) and records 0.0% ownership; timing references include 05/31/2026 and the signature date 06/05/2026. Cash‑flow treatment and reasons for the change are not described in the excerpt.

Key Figures

Form type: SCHEDULE 13G/A Beneficial ownership: 0.0% CUSIP: 880881107 +2 more

5 metrics

Form type SCHEDULE 13G/A Amendment reporting beneficial ownership

Beneficial ownership 0.0% Percent of class reported in Item 4

CUSIP 880881107 Common Stock identifier

Effective/cover date 05/31/2026 Date shown on cover page

Signature date 06/05/2026 Signed by Authorized Signatory, Morgan Stanley

Key Terms

Schedule 13G/A, beneficially owned, CUSIP

3 terms

Schedule 13G/A regulatory

"Amendment No. 2 ) Terns Pharmaceuticals, Inc."

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 regulatory

"has ceased to be the beneficial owner of more than five percent"

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.

CUSIP financial

"Common Stock 880881107"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

FAQ

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

What does Morgan Stanley’s Schedule 13G/A amendment for TERN mean?

It reports that Morgan Stanley no longer beneficially owns more than 5% of Terns Pharmaceuticals common stock. The filing notes 0.0% ownership and is signed on 06/05/2026, indicating the change has been reported.

When did Morgan Stanley cease to be a >5% holder of TERN common stock?

The amendment references an effective date on the cover page of 05/31/2026 and is signed 06/05/2026. The filing states Morgan Stanley "has ceased to be the beneficial owner of more than five percent."

What security and identifiers are referenced in the filing for TERN?

The filing identifies the class as Common Stock with CUSIP 880881107. These identifiers are provided in Item 2 and on the cover information included in the amendment.

Does the filing explain why Morgan Stanley’s ownership fell below 5%?

No. The amendment states the change in ownership status but does not disclose transaction details, purchasers, or cash‑flow treatment in the provided excerpt.

Does this Schedule 13G/A create an obligation for further filings by Morgan Stanley?

The amendment reports a change in beneficial ownership status. Any future filing obligation would depend on subsequent holdings or threshold crossings; the excerpt provides no details about future filings or plans.

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

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Accepted by SEC EDGAR 06/05/2026 - 04:21 PM Learn about SEC filing dates

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

(Title of Class of Securities)

880881107

(CUSIP Number)

05/31/2026

(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 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, CO

Comment for Type of Reporting Person: As of the date hereof, Morgan Stanley 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: Morgan Stanley
(b)	Address or principal business office or, if none, residence: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 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: 0.0 %
(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.
	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 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:	06/05/2026