Burroughs Amy L. 4
4 · Terns Pharmaceuticals, Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Terns (TERN) CEO Amy Burroughs Sells Shares, Exercises Options
What Happened
Amy L. Burroughs, CEO of Terns Pharmaceuticals, exercised 14,583 stock options on March 16, 2026 (exercise price $4.64, cost $67,665) and sold a total of 14,583 shares the same day. The sales were two transactions: 11,813 shares at a weighted average of $46.57 ($550,081) and 2,770 shares at a weighted average of $47.30 ($131,028), totaling approximately $681,109 in gross proceeds. The Form 4 also reports a derivative disposition of 14,583 shares at $0.00, which commonly reflects shares withheld to cover exercise costs or tax obligations.
Key Details
- Transaction date: 2026-03-16; Form 4 filed 2026-03-17 (timely).
- Option exercise: 14,583 shares @ $4.64 (total cost $67,665).
- Sales: 11,813 @ weighted avg $46.57 (total $550,081); 2,770 @ weighted avg $47.30 (total $131,028). Footnotes indicate sale price ranges of $46.01–$47.005 and $47.01–$47.91 for the reported weighted averages.
- Total shares sold: 14,583; total proceeds ≈ $681,109.
- Beneficial ownership: Reporting person beneficially owns shares indirectly through the Amy L. Burroughs 2017 Trust (per footnote); exact post-transaction holdings are not specified in the provided excerpt.
- Notable footnotes: trades were made under a Rule 10b5-1 trading plan adopted June 30, 2025; vesting schedule for the option award noted (25% after first anniversary from Jan 1, 2025, then monthly thereafter).
Context
Because the number of shares exercised equals the number sold, this appears to be an exercise followed by an immediate sale (a common cashless-style outcome). The transactions were executed under a pre-arranged 10b5-1 plan, which generally indicates the trades were scheduled in advance rather than ad hoc decisions. These are routine insider sales and option exercise activity; the filing is informational and does not by itself indicate the insider’s future view of the company.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-03-16$4.64/sh+14,583$67,665→ 303,559 total - Sale
Common Stock
[F1][F2]2026-03-16$46.57/sh−11,813$550,081→ 291,746 total - Sale
Common Stock
[F1][F3]2026-03-16$47.30/sh−2,770$131,028→ 288,976 total - Exercise/Conversion
Stock Option (Right to Buy)
[F1][F5]2026-03-16−14,583→ 955,534 totalExercise: $4.64Exp: 2035-01-29→ Common Stock (14,583 underlying)
- 8,319(indirect: By Trust)
Common Stock
[F4]
Footnotes (5)
- [F1]The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 30, 2025.
- [F2]This sale price represents the weighted average sale price of the shares sold ranging from $46.01 to $47.005 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F3]This sale price represents the weighted average sale price of the shares sold ranging from $47.01 to $47.91 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- [F4]The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.
- [F5]25% of the shares subject to the option vest on the first anniversary measured from January 1, 2025 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.