Quigley Jill M. 4

4 · Terns Pharmaceuticals, Inc. · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

Terns (TERN) Director Jill Quigley Sells Shares in Merger

What Happened

Jill M. Quigley, a director of Terns Pharmaceuticals, recorded multiple dispositions to the issuer on 2026-05-05 that together cover 147,309 underlying shares (individual lots: 45,000; 10,657; 32,000; 3,955; 22,000; 32,000; 1,697). The transactions are reported as derivative dispositions (code D) and show "N/A" for per-share price because these resulted from option cancellations tied to the Merger Agreement with Merck.
Under the Merger Agreement, outstanding options with exercise prices below the $53.00 per-share Merger Consideration were cancelled and converted into the right to receive cash equal to the excess of $53.00 over each option's exercise price (footnote F1). The filing does not report the exact cash amounts received for each lot.

Key Details

Transaction date: May 5, 2026 (report filed May 5, 2026).
Transaction type: Disposition to issuer (derivative/option cancellation) under the Merger Agreement with Merck (see footnote F2).
Shares involved: 147,309 underlying shares in total (listed above as individual lots). Per-share price shown as N/A on the Form 4 because payment equals $53.00 minus each option's exercise price.
Shares owned after transaction: Not stated in the filing.
Footnotes: F1 explains options were cancelled and converted into cash equal to the excess of the Merger Consideration over the exercise price; F2 describes the Merger Agreement (Merck’s $53.00 per-share tender/merger).
Filing timeliness: Reported on the same date as the transactions (no late-filing indication in this Form 4).

Context

These were not open-market sales of common stock but cash settlements of outstanding options as part of an acquisition. The actual cash received depends on each option’s exercise price, so the $53 merger price is the reference point but not the amount paid per option share.
Such derivative dispositions are common around takeovers and reflect contract terms of the merger rather than an independent trading decision by the insider.

Form 4Exit

Period: 2026-05-05

Director

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−45,000→ 0 total
Exercise: $4.10→ Common Stock (45,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−10,657→ 0 total
Exercise: $4.46→ Common Stock (10,657 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−32,000→ 0 total
Exercise: $6.99→ Common Stock (32,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−3,955→ 0 total
Exercise: $9.24→ Common Stock (3,955 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−22,000→ 0 total
Exercise: $10.72→ Common Stock (22,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−32,000→ 0 total
Exercise: $12.05→ Common Stock (32,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2]
2026-05-05−1,697→ 0 total
Exercise: $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.

Signature

/s/ David Strauss, as Attorney-in-Fact for Jill M. Quigley|2026-05-05

1 file