Burroughs Amy L. 4

What Happened

• Amy L. Burroughs, CEO of Terns Pharmaceuticals, exercised 14,583 stock options on Feb 17, 2026 at an exercise price of $4.64 per share (cost ≈ $67,665). She sold those 14,583 shares in open-market transactions the same day for total gross proceeds of about $571,578. The Form 4 also lists a derivative disposition of 14,583 shares at $0; the filing does not further explain that line.

Key Details

• Transaction date: February 17, 2026; Form filed Feb 18, 2026 (timely).
• Exercise: 14,583 shares @ $4.64 — acquisition cost ≈ $67,665.
• Sales (total): 14,583 shares sold in three blocks — proceeds by block: $89,114; $319,963; $162,501 — total ≈ $571,578.
  • Sale price ranges (weighted averages reported): $37.54–$38.53 (2,341 shs, avg $38.07); $38.54–$39.53 (8,159 shs, avg $39.22); $39.54–$40.25 (4,083 shs, avg $39.80).
• Net cash (approx): gross sales ≈ $571,578 minus exercise cost ≈ $67,665 → ≈ $503,913 before taxes/fees.
• Trades executed pursuant to a Rule 10b5-1 trading plan adopted June 30, 2025 (footnote F1).
• Filing notes the Reporting Person beneficially owns shares indirectly through the Amy L Burroughs 2017 Trust (footnote F5). The filing does not state the total shares owned after these transactions.
• Vesting schedule for the option reported in the filing: 25% vested on the first anniversary from Jan 1, 2025; remainder vests monthly over 3 years (footnote F6).

Context

• This was an exercise of options immediately followed by same-day open-market sales (common for option exercises when holders monetize gains). The 10b5-1 plan disclosure indicates the sales were prearranged; the filing is informational and does not by itself indicate CEO sentiment about the company. For questions about the zero-dollar derivative disposition line, the filing lacks detail — the issuer or SEC staff can provide further clarification.