X0609 4 2026-05-05 true 0001831363 Terns Pharmaceuticals, Inc. TERN 0001656998 Azelby Robert false C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY CA 94404 true false false false false Stock Option (Right to Buy) 4.13 2026-05-05 4 D false 90000.00 D Common Stock 90000.00 0.00 D Stock Option (Right to Buy) 34.60 2026-05-05 4 D false 1697.00 D Common Stock 1697.00 0.00 D Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), 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. 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. /s/ David Strauss, as Attorney-in-Fact for Robert Azelby 2026-05-05