Burroughs Amy L. 4
4 · Terns Pharmaceuticals, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Terns (TERN) CEO Amy Burroughs Sells Shares in Merger Tender
What Happened
Amy L. Burroughs, CEO of Terns Pharmaceuticals, disposed of common stock and converted equity awards in connection with the company’s merger with Merck. On 2026-05-05 she tendered/returned 304,933 common shares at $53.00 per share (146,614 + 8,319 + 150,000) for approximately $16,161,449 in cash. In addition, several equity awards and options were treated as dispositions to the issuer (listed as derivative items: 955,534; 1,250,000; and 300,000 shares) and were converted to cash under the merger agreement; those derivative cash amounts are reported as N/A on the Form 4 (they are governed by the merger conversion formulas).
Key Details
- Transaction date: 2026-05-05. Price for tendered shares: $53.00 per share (Merger Consideration).
- Cash received for tendered shares (disclosed): $16,161,449.
- Derivative items (RSUs/options) shown as dispositions to issuer (955,534; 1,250,000; 300,000 shares) were cancelled and converted to cash per the Merger Agreement; cash amounts for those items are reported as N/A on this Form 4.
- Footnotes: F2 — Merger Agreement with Merck; F4 — RSUs cancelled and converted to cash equal to $53 × shares; F5 — options cancelled and converted to cash equal to (Merger Consideration − exercise price) × shares; F1 — 7,638 shares were added under the 2021 ESPP since her prior Form 4; F3 — some shares are beneficially owned via the Amy L Burroughs 2017 Trust.
- Shares owned after the transactions are not specified in this filing; beneficial ownership is partly indirect via the 2017 Trust.
- Filing appears timely (reporting period and filing date: 2026-05-05).
Context
These transactions are tied to the change-of-control transaction: Merck agreed to pay $53.00 per share in the tender/merger, and outstanding RSUs and in‑the‑money options were converted into cash under that agreement. Dispositions coded as change of control or to the issuer are merger-related settlements rather than open-market sales, so they reflect deal mechanics and contract terms rather than a straightforward insider sell signal.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2]2026-05-05$53.00/sh−146,614$7,770,542→ 0 total - Disposition from Tender
Common Stock
[F2][F3]2026-05-05$53.00/sh−8,319$440,907→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F4]2026-05-05$53.00/sh−150,000$7,950,000→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F5][F2]2026-05-05−955,534→ 0 totalExercise: $4.64→ Common Stock (955,534 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5][F2]2026-05-05−1,250,000→ 0 totalExercise: $7.31→ Common Stock (1,250,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F5][F2]2026-05-05−300,000→ 0 totalExercise: $37.18→ Common Stock (300,000 underlying)
Footnotes (5)
- [F1]Includes 7,638 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on March 17, 2026.
- [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.
- [F3]The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust.
- [F4]Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Merger Consideration and the total number of Shares subject to such RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement).
- [F5]Pursuant to the Merger Agreement, at the Effective Time, 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.