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Terns Pharmaceuticals, Inc.·4

May 5, 5:00 PM ET

Burroughs Amy L. 4

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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.