X0609 4 2026-05-05 true 0001831363 Terns Pharmaceuticals, Inc. TERN 0001872564 Burroughs Amy L. false C/O TERNS PHARMACEUTICALS, INC. 1065 EAST HILLSDALE BLVD., SUITE 100 FOSTER CITY CA 94404 true true false false Chief Executive Officer false Common Stock 2026-05-05 4 U false 146614.00 53.00 D 0.00 D Common Stock 2026-05-05 4 U false 8319.00 53.00 D 0.00 I Trust Common Stock 2026-05-05 4 D false 150000.00 53.00 D 0.00 D Stock Option (Right to Buy) 4.64 2026-05-05 4 D false 955534.00 D Common Stock 955534.00 0.00 D Stock Option (Right to Buy) 7.31 2026-05-05 4 D false 1250000.00 D Common Stock 1250000.00 0.00 D Stock Option (Right to Buy) 37.18 2026-05-05 4 D false 300000.00 D Common Stock 300000.00 0.00 D 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. 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. The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust. 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). 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. /s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs 2026-05-05