Quigley Jill M. 4

What Happened

• Jill M. Quigley, a director of Terns Pharmaceuticals, received a grant of an option covering 1,697 shares (reported as a derivative acquisition) on 2026-02-01. The reported acquisition price is $0.00 because the option was issued as compensation rather than a cash purchase; Quigley elected to take this option instead of her $45,000 cash retainer for 2026.
• This is a compensation award (transaction code A), not an open-market purchase or sale, so it reflects director pay rather than a direct personal investment in the open market.

Key Details

• Transaction date: 2026-02-01 (filed 2026-02-02 — timely filing).
• Amount: option for 1,697 shares; reported price $0.00 (award/derivative).
• Vesting: vests 1/12th each monthly anniversary beginning Jan 1, 2026; fully vested Jan 1, 2027 (see footnote).
• Shares owned after transaction: not specified in the provided filing.
• Footnotes: F1 — option issued under the Non-Employee Director Compensation Policy in lieu of a $45,000 cash retainer. F2 — monthly vesting schedule (1/12th per month).

Context

• This was an equity compensation grant to a non-employee director, not a market purchase or sale. Such awards are routine for director compensation and do not necessarily indicate a buy/sell signal.
• The option vests over 12 months; there is no indication the shares were exercised or sold immediately.