{"url_path":"/sec/tern/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-182140-index.html","accession_number":"0001193125-26-182140","cik":"0001831363","ticker":"TERN","issuer_name":"Terns Pharmaceuticals, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1831363/0001193125-26-182140-index.html","primary_entity_key":"0001831363","primary_entity_name":"Terns Pharmaceuticals, Inc."},"word_count":698,"has_tables":true,"body_markdown":"10-K/A\n\n12-31FYtrue000183136300018313632025-06-3000018313632026-04-1700018313632025-01-012025-12-31xbrli:sharesiso4217:USD\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 10-K/A\n\n(Amendment No. 1)\n\n(Mark One)\n\n☒\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the fiscal year ended December 31, 2025\n\nOR\n\n☐\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO\n\nCommission File Number 001-39926\n\nTerns Pharmaceuticals, Inc.\n\n(Exact name of Registrant as specified in its Charter)\n\nDelaware\n\n98-1448275\n\n(State or other jurisdiction of\n\nincorporation or organization)\n\n(I.R.S. Employer\n\nIdentification No.)\n\n1065 East Hillsdale Blvd., Suite 100\n\nFoster City, California\n\n94404\n\n(Address of principal executive offices)\n\n(Zip Code)\n\nRegistrant’s telephone number, including area code: (650) 525-5535\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading Symbol(s)\n\n \n\nName of each exchange on which registered\n\nCommon Stock, $0.0001 par value per share\n\n \n\nTERN\n\n \n\nThe Nasdaq Global Select Market\n\n \n\nSecurities registered pursuant to Section 12(g) of the Act: None\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐\n\nIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒\n\nIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer\n\n☐\n\nAccelerated filer\n\n☐\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNon-accelerated filer\n\n☒\n\nSmaller reporting company\n\n☒\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEmerging growth company\n\n \n\n☒\n\n \n\n \n\n \n\n \n\n \n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐\n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒\n\nThe approximate aggregate market value of the registrant's Common Stock held by non-affiliates based upon the last sale price of the Common Stock as reported on the Nasdaq Global Select Market as of June 30, 2025 was $324,170,335. Common Stock held by our executive officers, directors and certain stockholders as of such date has been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.\n\n \n\nThe number of shares of registrant’s Common Stock outstanding as of April 17, 2026 was 115,521,157.\n\n \n\n \n\n \n\n \n\nTable of Contents\n\n \n\n \n\nExplanatory Note\n\n \n\nPART III"}