Amy L. Burroughs - Mar 1, 2024 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TERN	Restricted Stock Unit	Award	$0	+150K		$0.00	150K	Mar 1, 2024	Common Stock	150K		Direct	F1, F2
transaction	TERN	Stock Option (Right to buy)	Award	$0	+1.25M		$0.00	1.25M	Mar 1, 2024	Common Stock	1.25M	$7.31	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of common stock.
F2	The restricted stock unit award has a four-year term and vests based on the achievement of milestones stock prices with respect to the Issuer's common stock, subject to the Reporting Person's continued employment through the applicable vesting milestones. The restricted stock unit award vests as to 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equals or exceeds $15.00 per share and as to the remaining 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equals or exceeds $20.00 per share; provided that vesting shall not be deemed to occur earlier than the first anniversary of the Reporting Person's first day of employment and that vesting must be achieved on or before the fourth anniversary of the first day of employment.
F3	25% of the shares subject to the option vest on the first anniversary measured from March 1, 2024 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.