Amy L. Burroughs - 17 Feb 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
17 Feb 2026
Net transactions value
-$503,914
Form type
4
Filing time
18 Feb 2026, 19:01:31 UTC
Previous filing
16 Jan 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 18 Feb 2026 0001872564

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TERN Common Stock Options Exercise $67,665 +14,583 +5% $4.64 303,559 17 Feb 2026 Direct F1
transaction TERN Common Stock Sale $89,114 -2,341 -0.77% $38.07 301,218 17 Feb 2026 Direct F1, F2
transaction TERN Common Stock Sale $319,963 -8,159 -2.7% $39.22 293,059 17 Feb 2026 Direct F1, F3
transaction TERN Common Stock Sale $162,501 -4,083 -1.4% $39.80 288,976 17 Feb 2026 Direct F1, F4
holding TERN Common Stock 8,319 17 Feb 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) Options Exercise $0 -14,583 -1.5% $0.000000 970,117 17 Feb 2026 Common Stock 14,583 $4.64 Direct F1, F6
* 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 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.
F2 This sale price represents the weighted average sale price of the shares sold ranging from $37.54 to $38.53 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.
F3 This sale price represents the weighted average sale price of the shares sold ranging from $38.54 to $39.53 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 $39.54 to $40.25 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, 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.