FELLOWS DAVID A 4

What Happened
David A. Fellows, a director of Terns Pharmaceuticals (TERN), was granted a derivative award (an option) covering 2,828 shares on February 1, 2026. The Form 4 reports the acquisition amount as $0.00 and notes the option was issued under the company’s Non‑Employee Director Compensation Policy as an election in lieu of his $75,000 cash retainer for 2026 (Footnote F1). The option vests in equal monthly installments (1/12th) measured from January 1, 2026, becoming fully vested on January 1, 2027 (Footnote F2).

Key Details

• Transaction date: 2026-02-01; reported on Form 4 filed 2026-02-02 (timely filing).
• Transaction type: Grant/Award (derivative option) — 2,828 shares; price shown as $0.00 on the Form 4.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Notable footnotes: F1 — option granted in lieu of $75,000 cash retainer; F2 — vests 1/12th monthly starting 1/1/2026, fully vested 1/1/2027.
• No indication this was an exercise-and-sell (cashless) or a sale; it is a compensation grant to a non-employee director.

Context
This is a routine director compensation grant rather than an open‑market purchase or sale. For retail investors, director option awards are common and typically part of standard pay packages; they do not necessarily signal personal buying or selling sentiment. Because this is a derivative grant with a vesting schedule, any potential economic interest depends on future vesting and any exercise terms.