Terns Pharmaceuticals, Inc. — Director's Dealing 2026

Jan 7, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Terns Pharmaceuticals, Inc. (TERN)
CIK: 0001831363
Period of Report: 2026-01-02

Reporting Person: Burroughs Amy L. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-01-02	Common Stock	M	21551.00	$4.64	Acquired	60315.00	Direct
2026-01-05	Common Stock	M	150000.00	—	Acquired	210315.00	Direct
2026-01-05	Common Stock	S	71339.00	$38.103	Disposed	138976.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2026-01-02	Stock Option (Right to Buy)	$4.64	M	21551.00	Disposed	2035-01-29	Common Stock (21551.00)	Direct
2026-01-05	Restricted Stock Unit	$	M	150000.00	Disposed		Common Stock (150000.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8319.00	Indirect

Footnotes

F1: Each restricted stock unit represents the contingent right to receive, upon vesting, one share of common stock.

F2: Represents shares of common stock sold to satisfy taxes associated with the vesting of a restricted stock unit award previously granted to the Reporting Person. Such sales do not represent a discretionary trade by the Reporting Person.

F3: This sale price represents the weighted average sale price of the shares sold ranging from $37.43 to $39.595 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 vested 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.

F6: The restricted stock unit award was granted on March 1, 2024. The restricted stock unit award was subject to vesting as to 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equaled or exceeded $15.00 per share and as to the remaining 50% of the shares underlying the award if the average closing price of the Issuer's common stock over 30 consecutive trading days equaled or exceeded $20.00 per share. The performance criteria for the specified milestones were determined to have been achieved by the Compensation Committee as to 100% of the underlying shares, and the delivery and release of the underlying shares occurred on January 5, 2026.