4//SEC Filing
Burroughs Amy L. 4
Accession 0001872564-26-000002
CIK 0001831363other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 8:26 PM ET
Size
15.0 KB
Accession
0001872564-26-000002
Insider Transaction Report
Form 4
Burroughs Amy L.
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
2026-01-02$4.64/sh+21,551$99,997→ 60,315 total - Exercise/Conversion
Common Stock
2026-01-05+150,000→ 210,315 total - Sale
Common Stock
2026-01-05$38.10/sh−71,339$2,718,230→ 138,976 total - Exercise/Conversion
Stock Option (Right to Buy)
2026-01-02−21,551→ 1,053,449 totalExercise: $4.64Exp: 2035-01-29→ Common Stock (21,551 underlying) - Exercise/Conversion
Restricted Stock Unit
2026-01-05−150,000→ 0 total→ Common Stock (150,000 underlying)
Holdings
- 8,319(indirect: By Trust)
Common Stock
Footnotes (6)
- [F1]Each restricted stock unit represents the contingent right to receive, upon vesting, one share of common stock.
- [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.
- [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.
- [F4]The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.
- [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.
- [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.
Documents
Issuer
Terns Pharmaceuticals, Inc.
CIK 0001831363
Entity typeother
Related Parties
1- filerCIK 0001872564
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 8:26 PM ET
- Size
- 15.0 KB