Andrew Gengos - 05 May 2026 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Reporting relationship: Chief Financial Officer
Issuer ticker: TERN
Reported as of: 05 May 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 May 2026, 17:01:10 UTC
Prior SEC filing: 16 Jan 2026
Next SEC filing: 08 Jun 2026
Source filing: View source filing
Reporting owner signature: /s/ David Strauss, as Attorney-in-Fact for Andrew Gengos

Key filing fact

Andrew Gengos filed Form 4 for Terns Pharmaceuticals, Inc. (TERN) on 05 May 2026.

Key facts

This page summarizes Andrew Gengos's Form 4 filing for Terns Pharmaceuticals, Inc. (TERN).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 05 May 2026, 17:01.

Change

Previous filing in this sequence was filed on 16 Jan 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001563623 Primary reporting owner

Gengos Andrew

Relationship: Chief Financial Officer
Address: C/O TERNS PHARMACEUTICALS, INC., 1065 EAST HILLSDALE BLVD., SUITE 100, FOSTER CITY
Signature: /s/ David Strauss, as Attorney-in-Fact for Andrew Gengos
Signature date: 05 May 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TERN transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -40,503
Change %: -100%
Price: $53.00^*
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Footnotes: F1, F2

TERN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -68,750
Change %: -100%
Price: $53.00^*
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Footnotes: F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -750,000
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 750,000
Exercise price: $3.73
Footnotes: F2, F4

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -137,500
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 137,500
Exercise price: $37.18
Footnotes: F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Andrew Gengos is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Includes 7,465 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on January 16, 2026.

Footnote F2

On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.

Footnote F3

Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Merger Consideration and the total number of Shares subject to such RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement).

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.