X0508 4 2026-01-02 false 0001831363 Terns Pharmaceuticals, Inc. TERN 0001872564 Burroughs Amy L. 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 2026-01-02 4 M false 21551.00 4.64 A 60315.00 D Common Stock 2026-01-05 4 M false 150000.00 A 210315.00 D Common Stock 2026-01-05 4 S false 71339.00 38.103 D 138976.00 D Common Stock 8319.00 I Trust Stock Option (Right to Buy) 4.64 2026-01-02 4 M false 21551.00 0.00 D 2035-01-29 Common Stock 21551.00 1053449.00 D Restricted Stock Unit 2026-01-05 4 M false 150000.00 0.00 D Common Stock 150000.00 0.00 D Each restricted stock unit represents the contingent right to receive, upon vesting, one share of common stock. 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. 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. The Reporting Person beneficially owns these shares indirectly through the Amy L Burroughs 2017 Trust. 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. 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. /s/ David Strauss, as Attorney-in-Fact for Amy L. Burroughs 2026-01-06