Abiopharma

🔍 Gengos Andrew (Executive)

Company: Terns Pharmaceuticals, Inc. (TERN)

Report Date: 2026-05-05

Detailed Transactions and Holdings:

• Sold 40,503 shares of Common Stock at $53.0 per share (Direct)
  Date: 2026-05-05 | Code: U | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1, F2
• Sold 68,750 shares of Common Stock at $53.0 per share (Direct)
  Date: 2026-05-05 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F3
• Sold 750,000 shares of Stock Option (Right to Buy) at $3.73 per share (Derivative)
  Date: 2026-05-05 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F4, F2, F4, F4
• Sold 137,500 shares of Stock Option (Right to Buy) at $37.18 per share (Derivative)
  Date: 2026-05-05 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F4, F2, F4, F4

Footnotes:

• F1: Includes 7,465 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on January 16, 2026.
• F2: 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.
• F3: 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).
• F4: 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.