Gengos Andrew 4

What Happened
Andrew Gengos, Chief Financial Officer of Terns Pharmaceuticals (TERN), reported multiple dispositions on May 5, 2026 related to the Merck merger. He disposed of 40,503 shares in a change-of-control transaction and 68,750 shares to the issuer, both at the $53.00 per-share merger consideration (total cash reported = $2,146,659 and $3,643,750, respectively; combined ≈ $5,790,409). In addition, 750,000 and 137,500 derivative awards/shares were disposed (no per-share price listed) because outstanding RSUs and certain in-the-money options were cancelled/converted to cash under the merger agreement.

Key Details

• Transaction date: May 5, 2026. Price for common shares tendered: $53.00 per share (merger consideration).
• Reported cash proceeds from the two priced dispositions: $2,146,659 and $3,643,750 (combined ≈ $5.79M).
• Derivative disposals (750,000 and 137,500 units) show N/A price because RSUs and certain options were cancelled/converted to cash per the merger terms.
• Footnote highlights: F2 — Merck agreed to pay $53.00 per share in the tender/merger; F3 — RSUs were cancelled and converted into a cash right equal to $53 × share count; F4 — options with exercise prices below $53 were converted into cash equal to the excess of $53 over the exercise price. F1 — 7,465 shares were acquired under the ESPP since the last Form 4.
• Shares owned after the transactions: not disclosed in the provided excerpt.
• Filing timeliness: report filed May 5, 2026 (same date as transactions), indicating timely reporting.

Context
These transactions are driven by the Issuer’s Agreement and Plan of Merger with Merck, which paid $53 per share in cash and converted/cancelled equity awards into cash amounts per the merger terms. The derivative items reflect the contractual cash-outs of RSUs and in‑the‑money options rather than open-market sales or purchases.