Turner Heather D 4

What Happened Heather D. Turner, a director of Terns Pharmaceuticals (TERN), was granted an option for 1,697 shares on February 1, 2026. The option shows an acquisition price of $0.00 and was issued under the company's Non-Employee Director Compensation Policy as an election in lieu of her $45,000 cash retainer for 2026. This is an award/compensation grant (derivative), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-02-01; Form 4 filed: 2026-02-02 (timely filing).
• Grant: option for 1,697 shares; reported price $0.00; transaction code A (award/grant).
• Reason for grant: elected by the reporting person to receive this option instead of the $45,000 cash retainer for 2026 (footnote F1).
• Vesting: vests 1/12th of total shares each monthly anniversary beginning Jan 1, 2026; fully vested Jan 1, 2027 (footnote F2).
• Shares owned after transaction: not disclosed in the filing.

Context This is a routine director compensation award (derivative grant) rather than a market buy or sale. For retail investors, such grants generally reflect standard compensation practices for non-employee directors and are not direct signals of buying or selling intent. The option vests over a one-year monthly schedule; it is a grant, not an exercise or immediate sale.