Schedule 13G: Commodore Capital Discloses 4.65M Shares (5.3%) of TERN

Rhea-AI Filing Summary

Commodore Capital entities and two individuals report beneficial ownership of 4,650,000 shares of Terns Pharmaceuticals, Inc. common stock, representing 5.3% of the 87,511,048 shares outstanding used as the denominator. The filing on Schedule 13G lists Commodore Capital LP (Delaware), Commodore Capital Master LP (Cayman Islands), and principals Robert Egen Atkinson and Michael Kramarz as filers. The Firm is the investment manager to Commodore Master and the two individuals are managing partners exercising investment discretion. The filing includes a certification that the shares were not acquired to change or influence control of the issuer.

Positive

• Clear disclosure of aggregate beneficial ownership: 4,650,000 shares
• Material threshold met: position represents 5.3% of outstanding shares (based on 87,511,048 shares)
• Filing indicates passive intent via certification that shares were not acquired to influence control
• Joint filing and issuer details (addresses and jurisdictions) are provided for transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Commodore reports a passive 5.3% stake in TERN, disclosed under Schedule 13G, using 87,511,048 shares as the outstanding base.

The filing shows an aggregate beneficial ownership of 4,650,000 shares, representing 5.3% of the class based on the issuer's August 1, 2025 outstanding share count. The report is filed under Schedule 13G framework indicating a non-control, passive position; the certification explicitly states the stake was not acquired to influence control. For investors, this is a material ownership disclosure but framed as passive rather than activist engagement. All ownership and voting/dispositive power entries show shared control, with zero sole voting or dispositive power listed.

Corporate Governance Expert

TL;DR: Governance disclosure confirms a >5% passive holder with shared voting and dispositive power; no group or control claims.

The Schedule 13G identifies the filers and their organizational jurisdictions and clarifies roles: the Firm is investment manager to Commodore Master and two named individuals are managing partners with investment discretion. The filing marks shared voting and dispositive power of 4,650,000 shares and includes the required certification that the position is not intended to change or influence control. The filing also includes a Joint Filing Agreement as an exhibit, consistent with multiple related filers coordinating disclosure.

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, $0.0001 par value per share

(Title of Class of Securities)

880881107

(CUSIP Number)

09/09/2025

(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 4,650,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,650,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,650,000.00

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)

5.3 %

12

Type of Reporting Person (See Instructions)

PN, IA

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 4,650,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,650,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,650,000.00

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)

5.3 %

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 4,650,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,650,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,650,000.00

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)

5.3 %

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 4,650,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,650,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,650,000.00

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)

5.3 %

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 September 9, 2025, the Firm may be deemed to beneficially own an aggregate of 4,650,000 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 percentages are based on 87,511,048 Common Shares reported as issued and outstanding as of August 1, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 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.
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:	09/16/2025

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	09/16/2025

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	09/16/2025

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	09/16/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many TERN shares does Commodore Capital report owning?

The filers report beneficial ownership of 4,650,000 shares of Terns Pharmaceuticals common stock.

What percentage of TERN does the 4,650,000 share position represent?

The position represents 5.3% of the class based on 87,511,048 shares outstanding used in the filing.

Who are the filers on the Schedule 13G for TERN?

The filers are Commodore Capital LP, Commodore Capital Master LP, and individuals Robert Egen Atkinson and Michael Kramarz.

Does the filing state the position is intended to influence control of Terns Pharmaceuticals?

No. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.

What voting and dispositive powers are reported?

Each filer reports 0 sole voting power, 4,650,000 shared voting power, 0 sole dispositive power, and 4,650,000 shared dispositive power.