Amy L. Burroughs - 14 Jan 2026 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Role
Chief Executive Officer, Director
Signature
/s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs
Issuer symbol
TERN
Transactions as of
14 Jan 2026
Net transactions value
-$2,229,607
Form type
4
Filing time
16 Jan 2026, 17:22:28 UTC
Previous filing
06 Jan 2026
Next filing
18 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Burroughs Amy L. Chief Executive Officer, Director C/O TERNS PHARMACEUTICALS, INC., 1065 EAST HILLSDALE BLVD., SUITE 100, FOSTER CITY /s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs 16 Jan 2026 0001872564

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TERN Common Stock Award $0 +150,000 +108% $0.000000 288,976 14 Jan 2026 Direct F1
transaction TERN Common Stock Options Exercise $125,665 +27,083 +9.4% $4.64 316,059 15 Jan 2026 Direct F2
transaction TERN Common Stock Options Exercise $125,665 +27,083 +8.6% $4.64 343,142 15 Jan 2026 Direct F2
transaction TERN Common Stock Options Exercise $67,665 +14,583 +4.2% $4.64 357,725 15 Jan 2026 Direct F2
transaction TERN Common Stock Sale $2,266,373 -61,228 -17% $37.02 296,497 15 Jan 2026 Direct F2, F3
transaction TERN Common Stock Sale $282,230 -7,521 -2.5% $37.53 288,976 15 Jan 2026 Direct F2, F4
holding TERN Common Stock 8,319 14 Jan 2026 Trust F5

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 Stock Option (Right to Buy) Award $0 +300,000 $0.000000 300,000 14 Jan 2026 Common Stock 300,000 $37.18 Direct F6
transaction TERN Stock Option (Right to Buy) Options Exercise $0 -27,083 -2.6% $0.000000 1,026,366 15 Jan 2026 Common Stock 27,083 $4.64 Direct F2, F7
transaction TERN Stock Option (Right to Buy) Options Exercise $0 -27,083 -2.6% $0.000000 999,283 15 Jan 2026 Common Stock 27,083 $4.64 Direct F2, F7
transaction TERN Stock Option (Right to Buy) Options Exercise $0 -14,583 -1.5% $0.000000 984,700 15 Jan 2026 Common Stock 14,583 $4.64 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each share is represented by a Restricted Stock Unit ("RSU"). 25% of the RSUs vest on the first anniversary measured from January 1, 2026 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.
F2 The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 30, 2025.
F3 This sale price represents the weighted average sale price of the shares sold ranging from $36.45 to $37.445 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote
F4 This sale price represents the weighted average sale price of the shares sold ranging from $37.45 to $37.75 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote
F5 The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.
F6 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2026 (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.
F7 25% of the shares subject to the option vest on the first anniversary measured from January 1, 2025 (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.