Burroughs Amy L. 4

4 · Terns Pharmaceuticals, Inc. · Filed Jan 16, 2026

Insider Transaction Report

Form 4

Period: 2026-01-14

Terns Pharmaceuticals, Inc.TERN

Burroughs Amy L.

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-01-14+150,000→ 288,976 total
Exercise/Conversion
Common Stock
[F2]
2026-01-15$4.64/sh+27,083$125,665→ 316,059 total
Exercise/Conversion
Common Stock
[F2]
2026-01-15$4.64/sh+27,083$125,665→ 343,142 total
Exercise/Conversion
Common Stock
[F2]
2026-01-15$4.64/sh+14,583$67,665→ 357,725 total
Sale
Common Stock
[F2][F3]
2026-01-15$37.02/sh−61,228$2,266,373→ 296,497 total
Sale
Common Stock
[F2][F4]
2026-01-15$37.53/sh−7,521$282,230→ 288,976 total
Award
Stock Option (Right to Buy)
[F6]
2026-01-14+300,000→ 300,000 total
Exercise: $37.18Exp: 2036-01-13→ Common Stock (300,000 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
[F2][F7]
2026-01-15−27,083→ 1,026,366 total
Exercise: $4.64Exp: 2035-01-29→ Common Stock (27,083 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
[F2][F7]
2026-01-15−27,083→ 999,283 total
Exercise: $4.64Exp: 2035-01-29→ Common Stock (27,083 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
[F2][F7]
2026-01-15−14,583→ 984,700 total
Exercise: $4.64Exp: 2035-01-29→ Common Stock (14,583 underlying)

Holdings

Common Stock
[F5]
(indirect: By Trust)
8,319

Footnotes (7)

[F1]Each share is represented by a Restricted Stock Unit ("RSU"). 25% of the RSUs vest on the first anniversary measured from January 1, 2026 (the "Vesting Commencement Date"), and 1/16th of the total number of shares vest quarterly thereafter, such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.
[F2]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.
[F3]This sale price represents the weighted average sale price of the shares sold ranging from $36.45 to $37.445 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 $37.45 to $37.75 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, 2026 (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.
[F7]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.

Signature

/s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs|2026-01-16

Documents

1 file

4
primarydocument.xmlPrimary
PRIMARY DOCUMENT