Azelby Robert 4
4 · Terns Pharmaceuticals, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Terns (TERN) Director Robert Azelby Converts 91,697 Options to Cash
What Happened
Robert Azelby, a director of Terns Pharmaceuticals (TERN), had a total of 91,697 option-based share equivalents (90,000 + 1,697) disposed to the issuer on May 5, 2026 as part of the company’s merger with Merck. The options were cancelled and converted into a cash payment based on the merger consideration of $53.00 per share, with the actual cash received equal to the excess of $53.00 over each option’s per-share exercise price (amounts not reported in the Form 4).
Key Details
- Transaction date: 2026-05-05 (reported on Form 4 filed 2026-05-05).
- Transaction type: Disposition to issuer (derivative cancellation/conversion under merger agreement).
- Shares affected: 90,000 + 1,697 = 91,697 option shares converted to cash.
- Price / value shown on filing: N/A; cash consideration equals $53.00 per share minus each option’s exercise price (exercise prices and total proceeds not disclosed in the filing).
- Withholding: Payment subject to applicable withholding taxes per merger terms.
- Regulatory context: Conversion occurred under the Merger Agreement with Merck (Merger Consideration = $53.00 per share via tender offer).
- Shares owned after transaction: Not specified in the provided details.
- Filing timeliness: No late-filing indicator provided in the supplied information.
Context
Under the Merger Agreement, outstanding unexercised options with exercise prices below the $53.00 merger consideration were cancelled and converted into the right to receive cash equal to the difference between $53.00 and the option exercise price (a cash settlement of in-the-money options). This is a routine contractual outcome in an acquisition and does not by itself indicate insider sentiment about the company’s future.
Insider Transaction Report
- Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]2026-05-05−90,000→ 0 totalExercise: $4.13→ Common Stock (90,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]2026-05-05−1,697→ 0 totalExercise: $34.60→ Common Stock (1,697 underlying)
Footnotes (2)
- [F1]Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.
- [F2]On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.