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 Chief Medical Officer Emil Kuriakose reported a small tax-related stock sale. He sold 942 shares of common stock in an open-market transaction at a weighted average price of $52.7526 per share. After this sale, he directly holds 105,673 shares. According to the filing, the shares were sold solely to cover taxes from the vesting of a restricted stock unit award and did not represent a discretionary trade.
Terns Pharmaceuticals reported full-year 2025 results and highlighted a pending acquisition by Merck Sharp & Dohme LLC. Merck has agreed to launch a tender offer to buy all outstanding Terns shares at $53.00 per share in cash, followed by a merger that would take Terns private as a Merck subsidiary.
Terns remains a clinical-stage oncology company with no product revenue and a 2025 net loss of $96.2 million, compared with $88.9 million in 2024. Research and development expenses rose to $77.9 million and general and administrative costs were $32.2 million. Cash, cash equivalents and marketable securities totaled $1.02 billion at year-end, which the company believes is sufficient to fund planned operations into 2031.
The lead program is TERN-701, an oral allosteric BCR‑ABL1 inhibitor for chronic myeloid leukemia. Phase 1/2 CARDINAL trial data showed high major molecular response rates in heavily pretreated patients, including those previously treated with asciminib. Terns plans pivotal development and multiple Phase 3 trials if it remains standalone, while also navigating closing conditions, termination fees and other risks tied to the Merck transaction.
Terns Pharmaceuticals Inc Schedule 13G/A amendment shows no beneficial ownership by The Vanguard Group following an internal realignment. The filing states Amount beneficially owned: 0 and Percent of class: 0%.
The amendment explains that on January 12, 2026 certain Vanguard subsidiaries will report holdings separately in reliance on SEC Release No. 34-39538; the filing is signed by Ashley Grim on March 27, 2026.
Merck subsidiary disclosed preliminary communications about a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals. The action is undertaken pursuant to an Agreement and Plan of Merger dated March 24, 2025. The tender offer has not commenced; Merck and its purchaser will file a Schedule TO and Terns will file a Schedule 14D-9 when the offer is launched. The statement reiterates that the document is informational only and includes a standard cautionary statement on forward-looking statements, listing clinical, regulatory, financing and shareholder‑vote risks.
Merck (through Thailand Merger Sub, Inc., a wholly owned subsidiary of Merck Sharp & Dohme LLC) disclosed preliminary communications about a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals, Inc. under an Agreement and Plan of Merger dated March 24, 2025.
The tender offer has not commenced; when launched, Merck and the purchaser will file a Schedule TO and Terns will file a Schedule 14D-9. The filing reiterates customary forward-looking caution about completion risks, regulatory and clinical uncertainties, and the potential for competing proposals.
Merck and its subsidiary have announced a planned tender offer to acquire all outstanding shares of Terns Pharmaceuticals. The proposed transaction is governed by an Agreement and Plan of Merger dated March 24, 2025. The tender offer described has not commenced; when it begins, Merck and the purchaser will file a Schedule TO and Terns will file a Schedule 14D-9. The filing attaches a joint press release dated March 25, 2026 as an exhibit and includes customary forward-looking statements and risk factors.
Terns Pharmaceuticals agreed to be acquired by Merck through a cash tender offer and follow‑on merger. Merck will offer $53.00 per share for all outstanding Terns common stock, implying an approximate equity value of $6.7 billion, or about $5.7 billion net of acquired cash. The price reflects a premium of 31% to Terns’ 60‑day and 42% to its 90‑day volume‑weighted average share prices as of March 24, 2026. Closing requires more than 50% of shares to be tendered, expiration or termination of the Hart‑Scott‑Rodino waiting period and absence of blocking legal orders. After the offer, a short‑form merger will make Terns a wholly owned Merck subsidiary and all remaining shares will receive the same cash price. In‑the‑money options, RSUs and certain pre‑funded warrants will be cashed out, while out‑of‑the‑money options will be cancelled. The agreement includes a $235 million termination fee payable by Terns in specified circumstances and a $270 million reverse termination fee payable by Merck if antitrust obstacles prevent closing. Merck expects to account for the deal as an asset acquisition, recording an estimated $5.8 billion charge, or about $2.35 per share, in Q2 2026 if it closes as planned.
Terns Pharmaceuticals, Inc. director and Chief Executive Officer Amy L. Burroughs reported an exercise-and-sell transaction in company stock. On March 16, 2026, she exercised options for 14,583 shares of common stock at an exercise price of $4.64 per share, converting a derivative position into common shares.
On the same day, she sold 11,813 shares at a weighted average price of $46.5657 and 2,770 shares at a weighted average price of $47.3024 in open-market transactions, totaling 14,583 shares sold. The transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 30, 2025.
Following these transactions, Burroughs holds 288,976 shares of Terns Pharmaceuticals common stock directly and 8,319 shares indirectly through the Amy L Burroughs 2017 Trust, maintaining a substantial equity stake in the company while realizing liquidity from the exercised options.
Terns Pharmaceuticals CEO Amy L. Burroughs reported several equity transactions on February 17, 2026. She exercised a stock option to acquire 14,583 shares of common stock at $4.64 per share and then sold 14,583 shares of common stock in multiple open-market trades at weighted average prices ranging from the high $37 to just over $40 per share, executed under a pre-established Rule 10b5-1 trading plan. After these transactions, she directly held 288,976 shares and beneficially owned an additional 8,319 shares indirectly through the Amy L Burroughs 2017 Trust.
Terns Pharmaceuticals, Inc. received an updated ownership report from Commodore Capital and related parties. As of December 31, 2025, Commodore Capital LP, Commodore Capital Master LP, and managing partners Robert Egen Atkinson and Michael Kramarz may be deemed to beneficially own 1,475,000 shares of Terns common stock.
This stake represents 1.4% of the outstanding common shares, calculated using 108,767,281 shares outstanding based on the company’s latest SEC filings. The reporting parties share voting and dispositive power over these shares and certify that the investment is not intended to change or influence control of Terns Pharmaceuticals.