Terns Pharmaceuticals, Inc. disclosed that investment manager Adage Capital Management, L.P., together with principals Robert Atchinson and Phillip Gross, has filed a Schedule 13G as of December 31, 2025.
The reporting group beneficially owns 5,550,000 shares of Terns common stock, representing 5.10% of the outstanding class, with shared voting and dispositive power over all reported shares. They certify the position is held in the ordinary course of business and not for the purpose of influencing control of the company.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Terns Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 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
Adage 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
5,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,550,000.00
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)
5.10 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Robert Atchinson
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
5,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,550,000.00
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)
5.10 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
880881107
1
Names of Reporting Persons
Phillip Gross
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
5,550,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,550,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,550,000.00
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)
5.10 %
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:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock") of Terns Pharmaceuticals, Inc., a Delaware corporation (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 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 required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 108,767,281 shares of Common Stock outstanding, which is the sum of (i) the 90,079,781 shares of Common Stock outstanding as of November 7, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 10, 2025 and (ii) 18,687,500 shares of Common Stock issued pursuant to the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on December 11, 2025 after giving effect to the completion of the offering and the full exercise of the underwriters' over-allotment option, as described therein and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2025.
(b)
Percent of class:
5.10%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
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.
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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
How many Terns Pharmaceuticals (TERN) shares does Adage Capital report owning?
Adage Capital and related reporting persons report beneficial ownership of 5,550,000 shares of Terns Pharmaceuticals common stock. This stake represents 5.10% of the outstanding common shares, giving them shared voting and dispositive power over the reported position.
What percentage of Terns Pharmaceuticals (TERN) does the Adage group hold?
The reporting group holds 5.10% of Terns Pharmaceuticals’ common stock. This percentage is based on 108,767,281 shares outstanding, combining previously outstanding shares and additional shares issued under a prospectus and related underwriters’ over-allotment option.
Who are the reporting persons in the Terns Pharmaceuticals (TERN) Schedule 13G?
The Schedule 13G identifies Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross as reporting persons. Adage is investment manager to Adage Capital Partners, L.P., which directly holds the Terns common stock referenced in the filing.
Is the Adage stake in Terns Pharmaceuticals (TERN) intended to influence control?
The reporting persons certify the Terns position was acquired and is held in the ordinary course of business. They state it was not acquired and is not held for the purpose of changing or influencing control of Terns Pharmaceuticals.
What type of filing did Adage submit for its Terns Pharmaceuticals (TERN) position?
Adage Capital Management and associated individuals submitted a Schedule 13G for their Terns Pharmaceuticals holdings. A Schedule 13G is a beneficial ownership report typically used by investors holding a significant stake without seeking to influence corporate control.
As of what date is Adage’s ownership in Terns Pharmaceuticals (TERN) reported?
The beneficial ownership information is reported as of December 31, 2025. The percentage ownership is calculated using Terns’ common shares outstanding, including additional shares issued under a December 2025 prospectus and over-allotment option described in company filings.
