Quigley Jill M. 4

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.