Deep Track Capital and Affiliates Report 8.58% of TERN

Rhea-AI Filing Summary

Deep Track Capital, Deep Track Biotechnology Master Fund and David Kroin filed an amendment to Schedule 13G reporting beneficial ownership of 7,495,000 shares of Terns Pharmaceuticals common stock, representing 8.58% of the outstanding shares. The filing states the position is held with shared voting and shared dispositive power and that there is no sole voting or dispositive power. The ownership calculation references 87,337,801 shares outstanding as of May 2, 2025. The filing includes a certification that the shares were not acquired to change or influence control.

Positive

• Reported ownership of 7,495,000 shares, representing 8.58% of Terns, a material disclosure above the 5% threshold
• Filing includes explicit certification that the shares were not acquired to change or influence control, consistent with a passive Schedule 13G

Negative

• None.

Insights

Financial Analyst

TL;DR: Deep Track files as a passive holder of 8.58% (7.495M shares) in Terns; position is material but declared non-control.

The Schedule 13G/A shows a meaningful minority stake that exceeds the 5% reporting threshold, which can attract investor attention given its size relative to the 87.3M share base cited. The filing identifies shared voting and dispositive power, indicating coordinated authority among the reporting parties rather than individual sole control. The certification that the position was not acquired to change control is consistent with a passive disclosure under Rule 13d-1(b). For investors, this is material ownership information but does not signal an active proxy or control campaign.

Corporate Governance Expert

TL;DR: Joint filing documents a coordinated ownership structure but explicitly disclaims intent to influence control.

The filing is a joint Schedule 13G/A by an adviser, a fund and an individual, showing shared voting/dispositive power over 7,495,000 shares. Joint filing and signature blocks (all dated August 14, 2025) formalize the group relationship and responsibility for amendments. The explicit certification that the holdings were not acquired to affect control is important for governance context: it frames the stake as passive under SEC rules, limiting immediate regulatory or proxy implications. However, shared authority means the group could still act collectively in futures scenarios; the filing itself contains no affirmative plans to do so.

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)

06/30/2025

(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 7,495,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,495,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,495,000.00

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)

8.58 %

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 7,495,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,495,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,495,000.00

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)

8.58 %

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 7,495,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,495,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,495,000.00

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)

8.58 %

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: 7,495,000
(b)	Percent of class: 8.58%
(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: 7,495,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 7,495,000
Item 5.	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:	08/14/2025

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	08/14/2025

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	08/14/2025

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of August 14, 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 based on 87,337,801 Common Stock outstanding as of May 2, 2025, according to the issuer's Form 10-Q, filed with the SEC on May 8, 2025. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, 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: August 14, 2025 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

FAQ

How many TERN shares do Deep Track and affiliates report owning?

They report beneficial ownership of 7,495,000 shares of Terns Pharmaceuticals common stock.

What percentage of Terns (TERN) does that stake represent?

The filing states this represents 8.58% of the outstanding common stock.

As of what date is the ownership reported?

The ownership information is reported as of August 14, 2025 in the Schedule 13G/A.

What voting or dispositive power do the reporting persons have?

The reporting persons report 0 sole voting/dispositive power and 7,495,000 shared voting and shared dispositive power.

What share count was used to calculate the ownership percentage?

The percent is based on 87,337,801 shares outstanding, per the issuer filing cited as of May 2, 2025.