KINDLER JEFFREY B 4

What Happened
Jeffrey B. Kindler, a director of Terns Pharmaceuticals, received a derivative award (an option) for 1,697 shares on 2026-02-01. The Form 4 reports the acquisition amount as $0.00 because this was a grant of an option (not an open‑market purchase or sale). The grant was elected in lieu of his $45,000 cash retainer for 2026 under the company's Non‑Employee Director Compensation Policy.

Key Details

• Transaction date: 2026-02-01; reported on Form 4 filed 2026-02-02 (appears timely).
• Security: option covering 1,697 shares; acquisition amount reported as $0.00 (derivative grant).
• Vesting: vests 1/12th monthly starting Jan 1, 2026, with 100% vesting on Jan 1, 2027 (monthly vesting over one year).
• Footnote: option issued pursuant to the Non‑Employee Director Compensation Policy; Mr. Kindler elected the option in lieu of a $45,000 cash retainer for 2026.
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This is a standard director compensation grant rather than a market purchase or sale. As a derivative award, it gives the director the right to acquire shares subject to vesting and any future exercise terms; the Form 4 entry does not indicate any immediate sale or cashless exercise. Such grants are common for non‑employee directors and do not, by themselves, indicate a buy or sell signal.