David A. Fellows - 05 May 2026 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Reporting relationship: Director
Issuer ticker: TERN
Reported as of: 05 May 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 05 May 2026, 17:03:09 UTC
Prior SEC filing: 02 Feb 2026
Source filing: View source filing
Reporting owner signature: /s/ David Strauss, as Attorney-in-Fact for David A Fellows

Key filing fact

David A. Fellows filed Form 4 for Terns Pharmaceuticals, Inc. (TERN) on 05 May 2026.

Key facts

This page summarizes David A. Fellows's Form 4 filing for Terns Pharmaceuticals, Inc. (TERN).
7 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 05 May 2026, 17:03.

Change

Previous filing in this sequence was filed on 02 Feb 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 0001041126 Primary reporting owner

FELLOWS DAVID A

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

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: -32,000
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 32,000
Exercise price: $1.82
Footnotes: F1, F2

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -45,000
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 45,000
Exercise price: $4.10
Footnotes: F1, F2

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -18,650
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 18,650
Exercise price: $4.46
Footnotes: F1, F2

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -8,183
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,183
Exercise price: $6.85
Footnotes: F1, F2

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -28,475
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 28,475
Exercise price: $9.24
Footnotes: F1, F2

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -22,000
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 22,000
Exercise price: $10.72
Footnotes: F1, F2

TERN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -2,828
Change %: -100%
Price
Shares after: 0
Date: 05 May 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,828
Exercise price: $34.60
Footnotes: F1, F2

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 2 footnotes

Footnote F1

Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), 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.

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.