Amy L. Burroughs - 02 Jan 2026 Form 4 Insider Report for Terns Pharmaceuticals, Inc. (TERN)

Reporting relationship: Chief Executive Officer, Director
Issuer ticker: TERN
Reported as of: 02 Jan 2026
Net transaction value: -$2,618,233
SEC form: 4
Accepted by SEC: 06 Jan 2026, 20:26:57 UTC
Prior SEC filing: 25 Jun 2025
Next SEC filing: 16 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs

Key filing fact

Amy L. Burroughs filed Form 4 for Terns Pharmaceuticals, Inc. (TERN) on 06 Jan 2026.

Key facts

This page summarizes Amy L. Burroughs's Form 4 filing for Terns Pharmaceuticals, Inc. (TERN).
5 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 06 Jan 2026, 20:26.

Change

Previous filing in this sequence was filed on 25 Jun 2025.
Current net transaction value: -$2,618,233.

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 0001872564 Primary reporting owner

Burroughs Amy L.

Relationship: Chief Executive Officer, Director
Address: C/O TERNS PHARMACEUTICALS, INC., 1065 EAST HILLSDALE BLVD., SUITE 100, FOSTER CITY
Signature: /s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs
Signature date: 06 Jan 2026

Reported non-derivative transactions

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

TERN transaction

Common Stock

Options Exercise

Transaction value: $99,997
Shares: +21,551
Change %: +56%
Price: $4.64
Shares after: 60,315
Date: 02 Jan 2026
Ownership: Direct

TERN transaction

Common Stock

Options Exercise

Transaction value
Shares: +150,000
Change %: +249%
Price
Shares after: 210,315
Date: 05 Jan 2026
Ownership: Direct
Footnotes: F1

TERN transaction

Common Stock

Sale

Transaction value: $2,718,230
Shares: -71,339
Change %: -34%
Price: $38.10
Shares after: 138,976
Date: 05 Jan 2026
Ownership: Direct
Footnotes: F2, F3

TERN holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 8,319
Date: 02 Jan 2026
Ownership: Trust
Footnotes: F4

Reported derivative securities

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

TERN transaction Derivative

Stock Option (Right to Buy)

Options Exercise

Transaction value: $0
Shares: -21,551
Change %: -2%
Price: $0.000000
Shares after: 1,053,449
Date: 02 Jan 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 21,551
Exercise price: $4.64
Footnotes: F5

TERN transaction Derivative

Restricted Stock Unit

Options Exercise

Transaction value: $0
Shares: -150,000
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 05 Jan 2026
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 150,000
Exercise price
Footnotes: F1, F6

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Each restricted stock unit represents the contingent right to receive, upon vesting, one share of common stock.

Footnote F2

Represents shares of common stock sold to satisfy taxes associated with the vesting of a restricted stock unit award previously granted to the Reporting Person. Such sales do not represent a discretionary trade by the Reporting Person.

Footnote F3

This sale price represents the weighted average sale price of the shares sold ranging from $37.43 to $39.595 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.

Footnote F4

The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.

Footnote F5

25% of the shares subject to the option vested 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.

Footnote F6

The restricted stock unit award was granted on March 1, 2024. The restricted stock unit award was subject to vesting 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 equaled or exceeded $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 equaled or exceeded $20.00 per share. The performance criteria for the specified milestones were determined to have been achieved by the Compensation Committee as to 100% of the underlying shares, and the delivery and release of the underlying shares occurred on January 5, 2026.