Azelby Robert 4

What Happened
Robert Azelby, a director of Terns Pharmaceuticals (TERN), was granted a derivative option covering 1,697 shares on 2026-02-01. The award was granted at $0.00 (no cash exchanged at grant) as part of director compensation; it does not represent immediately owned common shares but a right to acquire shares under the award terms.

Key Details

• Transaction date: 2026-02-01 (Form 4 filed 2026-02-02). Filing appears timely.
• Transaction type/code: Award/Grant (A); derivative security.
• Amount: Option for 1,697 shares; reported price $0.00; reported value $0.
• Reason: Award issued under the Issuer’s Non-Employee Director Compensation Policy; Azelby elected the option in lieu of his $45,000 2026 cash retainer (Footnote F1).
• Vesting: 1/12th of the option vests each month measured from January 1, 2026; fully vested on January 1, 2027 (Footnote F2).
• Shares owned after transaction: Not specified in the provided details.

Context

• This is a compensation grant to a non-employee director, not an open-market purchase or sale — common for board retainer payments.
• Because it’s an option award (a derivative), it only results in actual common shares if/when the option vests and is exercised according to its terms.
• Such awards are routine director compensation and do not alone indicate insider buying or selling intent.