Welcome to our dedicated page for Terns Pharmaceuticals SEC filings (Ticker: TERN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Terns Pharmaceuticals, Inc. (TERN) SEC filings page provides access to the company’s official U.S. Securities and Exchange Commission disclosures, including current reports on Form 8-K and other registered offerings. As a Nasdaq Global Select Market issuer, Terns uses these filings to report material events such as clinical data updates, financial results and capital markets transactions related to its oncology-focused business.
For investors tracking TERN-701, Terns’ lead program and a highly selective, oral, allosteric BCR-ABL (BCR::ABL1) inhibitor for chronic myeloid leukemia (CML), Form 8-K filings often incorporate or reference press releases that summarize key clinical findings from the CARDINAL trial (NCT06163430). These filings detail major molecular response (MMR) and deep molecular response (DMR) rates, safety and tolerability observations, and characteristics of heavily pretreated CML patient populations, as well as milestones like selection for oral presentations at the American Society of Hematology (ASH) Annual Meeting.
Terns’ SEC filings also document financial results and capital raises, including underwritten public offerings of common stock registered on Form S-3. Related prospectus supplements describe intended uses of proceeds, such as funding research, clinical trials, development and manufacturing of key product candidates, including TERN-701, and supporting general corporate purposes.
Through this page, users can review how Terns communicates material information to the market, from quarterly financial updates furnished on Form 8-K to other event-driven disclosures. AI-powered tools on the platform can help summarize lengthy filings, highlight sections related to TERN-701 clinical data, CARDINAL trial progress, legacy metabolic programs like TERN-501, TERN-801 and TERN-601, and clarify the implications of financing and regulatory updates for the company’s oncology-focused strategy.
Terns Pharmaceuticals director Robert Azelby reported the cancellation of stock options in connection with the company’s merger with Merck. On May 5, 2026, he disposed of options covering 1,697 shares of common stock with a per share exercise price of $34.60 and options covering 90,000 shares with a per share exercise price of $4.13, each as a disposition to the issuer.
Under the Merger Agreement, each unexercised option with an exercise price below the cash merger consideration of $53.00 per share is cancelled and converts into the right to receive the excess of the merger consideration over the exercise price, in cash and subject to applicable withholding taxes.
Terns Pharmaceuticals director Heather D. Turner reported the disposition of stock options to the issuer in connection with the company’s merger with Merck. On May 5, 2026, she returned options covering 1,697 shares at a $34.60 exercise price, 64,000 shares at $5.70, and 45,000 shares at $4.10.
Under the merger agreement, each unexercised option with an exercise price below the $53.00 per share merger consideration was cancelled and converted into the right to receive in cash the excess of $53.00 over its exercise price, subject to applicable withholding taxes.
Terns Pharmaceuticals director Radhika Tripuraneni reported the disposition of multiple stock option awards back to the company. The options covered shares of common stock at exercise prices ranging from $2.13 to $34.60 per share and now show zero remaining balance.
According to the merger agreement, at the effective time each unexercised option with an exercise price below the cash merger consideration is cancelled and converted into the right to receive the excess of the $53.00-per-share merger consideration over its exercise price, subject to withholding taxes. The Form 4 reflects this mechanical cancellation in connection with Merck’s completed tender offer for Terns shares, rather than any open-market trading by the director.
Terns Pharmaceuticals director Jill M. Quigley reported the cancellation and disposition to the issuer of several stock option awards in connection with the company’s merger with Merck. On May 5, 2026, seven option grants covering shares of common stock were reported as dispositions to the issuer.
Under the merger agreement, each outstanding option with an exercise price below the cash merger consideration of $53.00 per share is cancelled at the effective time and converted into a right to receive cash equal to the excess of the merger consideration over the option’s exercise price, subject to withholding taxes. Following these transactions, the filing shows no remaining derivative option holdings for Quigley.
Terns Pharmaceuticals director Jeffrey B. Kindler reported the disposition of multiple stock option awards to the company. On May 5, 2026, nine separate option grants covering various amounts of common stock were canceled as part of Terns’ cash merger with Merck.
Under the merger terms, Merck’s subsidiary completed a tender offer in which shareholders receive $53.00 per share in cash. At the merger’s effective time, each outstanding, unexercised option with an exercise price below this Merger Consideration was canceled and converted into the right to receive cash equal to the $53.00 price minus the option’s exercise price, before any applicable withholding taxes. Following these transactions, the reported option positions show zero remaining.
Terns Pharmaceuticals director David A. Fellows reported nine option dispositions to the company tied to its cash merger with Merck. On May 5, 2026, multiple stock option awards covering shares of Terns common stock were cancelled and converted under the merger terms.
Under the Agreement and Plan of Merger, each unexercised option with an exercise price below the $53.00 per share merger consideration is converted into a right to receive cash equal to the merger price minus the option’s exercise price, subject to withholding taxes. These are non‑market, compensation-related adjustments rather than open‑market trades.
Terns Pharmaceuticals Chief Medical Officer Emil Kuriakose reported the cash settlement of his equity in connection with Merck’s acquisition of the company. On a per-share basis, common stock was valued at $53.00, the cash merger consideration paid in Merck’s tender offer.
The filing shows dispositions of 81,953 common shares to the issuer and 24,562 shares pursuant to the tender offer, all at $53.00 per share. Multiple stock option grants covering underlying common shares with exercise prices below $53.00 were cancelled and converted into cash equal to the merger consideration minus each option’s exercise price. Following these actions, Kuriakose reports holding no common shares or stock options of Terns.
Terns Pharmaceuticals, Inc. Chief Financial Officer Andrew Gengos reported disposing of his equity in connection with Merck’s cash acquisition of the company. He returned 68,750 shares of common stock to the issuer and separately disposed of 40,503 shares pursuant to a tender offer, both at $53.00 per share. In addition, stock options covering 137,500 shares at an exercise price of $37.18 and options covering 750,000 shares at $3.73 were cancelled and converted into cash equal to the excess of the Merger Consideration of $53.00 over the respective exercise prices. Outstanding restricted stock units were also cancelled for cash based on the same per‑share merger price, and the filing shows no remaining common stock or stock option holdings for Gengos after these transactions.
Terns Pharmaceuticals, Inc. director and Chief Executive Officer Amy L. Burroughs reported disposing of all her equity interests in connection with Merck’s acquisition of the company. She returned 150,000 shares of common stock to the issuer at $53.00 per share and tendered 146,614 additional directly held shares at the same price. An indirect holding of 8,319 shares in the Amy L Burroughs 2017 Trust was also tendered for $53.00 per share. Under the Merger Agreement with Merck Sharp & Dohme LLC, all of her outstanding stock options—covering 300,000 shares at $37.18, 1,250,000 shares at $7.31, and 955,534 shares at $4.64—were cancelled in exchange for cash equal to the Merger Consideration minus the exercise price. Following these tender‑offer and cancellation transactions, Burroughs holds no common shares or stock options in Terns Pharmaceuticals.