{"url_path":"/sec/tern/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.","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":1358,"has_tables":true,"body_markdown":"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.\n\n \n\nEquity Compensation Plan Information\n\n \n\nThe following table provides information on our equity compensation plans as of December 31, 2025. Information is included for equity compensation plans approved by our stockholders and for equity compensation plans not approved by our stockholders.\n\n \n\n \n\nPlan Category\n\n \n\nNumber of\nSecurities to be\nIssued upon\nExercise of\nOutstanding\nOptions\n\n \n\n \n\nWeighted-Average\nExercise Price of\nOutstanding\nOptions\n\n \n\n \n\nNumber of\nSecurities to be\nIssued upon\nVesting and Settlement\nof Outstanding Restricted\nStock Units\n\n \n\n \n\nNumber of Securities\nRemaining Available for\nFuture Issuance under\nEquity Compensation\nPlans\n\n \n\nEquity compensation plans approved by security holders(1)\n\n \n\n \n\n5,570,865\n\n \n\n \n\n$\n\n5.32\n\n \n\n \n\n \n\n477,084\n\n \n\n \n\n7,326,242(2)(3)(4)\n\n \n\nEquity compensation plans not approved by security holders(5)\n\n \n\n \n\n5,710,221\n\n \n\n \n\n$\n\n5.91\n\n \n\n \n\n153,984(6)\n\n \n\n \n\n \n\n382,814\n\n \n\nTotal\n\n \n\n \n\n11,281,086\n\n \n\n \n\n$\n\n5.62\n\n \n\n \n\n \n\n631,068\n\n \n\n \n\n \n\n7,709,056\n\n \n\n \n\n(1)\nIncludes securities issuable under our 2017 Equity Incentive Plan (the 2017 Plan), the 2021 Plan and our 2021 Employee Stock Purchase Plan (the ESPP).\n\n(2)\nIncludes 5,440,286 and 1,885,956 shares of common stock available for issuance under the 2021 Plan and the ESPP, respectively, as of December 31, 2025. No shares are available for issuance under the 2017 Plan. Shares under the 2017 Plan that expire, terminate or are forfeited prior to exercise or settlement automatically become available for issuance under the 2021 Plan.\n\n(3)\nThe number of shares of common stock reserved for issuance pursuant to equity awards under the 2021 Plan will automatically increase January 1 of each year for a period of up to ten years, commencing on January 1, 2022 and continuing through and including January 1, 2031 by the lesser of (i) the amount equal to 5% of the number of shares issued and outstanding on the last day of the immediately preceding fiscal year or (ii) such lower number of shares as may be determined by the board of directors. The number of authorized shares reserved for issuance under the 2021 Plan was increased by 5,616,234 shares effective as of January 1, 2026.\n\n(4)\nThe number of shares of common stock reserved for issuance under the ESPP will increase January 1 of each year for a period of up to ten years commencing January 1, 2022 and continuing through and including January 1, 2031 by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase; (ii) such number of shares as may be determined by the board of directors; provided, however, no more than 3,300,009 shares may be issued under the ESPP. The number of authorized shares reserved for issuance under the 2021 ESPP was increased by 753,054 shares effective as of January 1, 2026.\n\n(5)\nIncludes securities issuable under the 2022 Inducement Plan.\n\n(6)\nIncludes 150,000 RSUs with market conditions. The shares subject to this RSU award with market conditions vest in equal installments upon the achievement of escalating stock price thresholds of $15.00 and $20.00, respectively, calculated based on the average price per share of our common stock for a period of 30 consecutive trading days equaling or exceeding the applicable price threshold, with vesting occurring as of the last day of the 30 consecutive trading day period. The escalating stock price thresholds can be met any time after the first anniversary of employment but prior to the fourth anniversary of the date of grant. As of December 31, 2025, the performance criteria for the specified milestones were determined to have been achieved by our compensation committee as to 100% of the underlying shares. The delivery and release of the underlying shares occurred in January 2026.\n\n \n\nSecurity Ownership of Certain Beneficial Owners and Management\n\n \n\nThe following table sets forth, as of April 17, 2026, information regarding beneficial ownership of our capital stock by:\n\n \n\n•\neach person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;\n\n•\neach of our named executive officers;\n\n•\neach of our directors; and\n\n•\nall of our executive officers and directors as a group.\n\n \n\n18\n\n \n\nThe beneficial ownership percentage is based on 115,521,157 shares of common stock outstanding as of April 17, 2026. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and Schedules 13G, if any, filed with the SEC.\n\n \n\nBeneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security. In addition, shares of common stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days of April 17, 2026 are included in the following table. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.\n\n \n\nUnless otherwise noted below, the address for each beneficial owner listed in the table below is c/o Terns Pharmaceuticals, Inc., 1065 East Hillsdale Boulevard, Suite 100, Foster City, California 94404.\n\n \n\n \n\n \n\nBeneficial Ownership\n\n \n\nName of Beneficial Owner\n\n \n\nNumber of\nShares\nBeneficially\nOwned (#)\n\n \n\n \n\nPercent of Total\n(%)\n\n \n\nGreater than 5% Stockholders:\n\n \n\n \n\n \n\n \n\n \n\n \n\nMorgan Stanley and affiliated entity(1)\n\n \n\n \n\n7,099,954\n\n \n\n \n\n \n\n6.1\n\n%\n\nNamed Executive Officers and Directors:\n\n \n\n \n\n \n\n \n\n \n\n \n\nAmy Burroughs, M.B.A.(2)\n\n \n\n \n\n1,111,683\n\n \n\n \n\n†\n\n \n\nAndrew Gengos, M.B.A.(3)\n\n \n\n \n\n267,413\n\n \n\n \n\n†\n\n \n\nEmil Kuriakose, M.D.(4)\n\n \n\n \n\n527,312\n\n \n\n \n\n†\n\n \n\nDavid Fellows(5)\n\n \n\n \n\n219,486\n\n \n\n \n\n†\n\n \n\nRobert Azelby(6)\n\n \n\n \n\n38,207\n\n \n\n \n\n†\n\n \n\nJeffrey Kindler, J.D.(7)\n\n \n\n \n\n207,515\n\n \n\n \n\n†\n\n \n\nJill Quigley, J.D.(8)\n\n \n\n \n\n146,319\n\n \n\n \n\n†\n\n \n\nRadhika Tripuraneni, M.D., M.P.H.(9)\n\n \n\n \n\n189,040\n\n \n\n \n\n†\n\n \n\nHeather Turner, J.D.(10)\n\n \n\n \n\n77,707\n\n \n\n \n\n†\n\n \n\nAll executive officers and directors as a group (9 persons)(11)\n\n \n\n \n\n2,784,682\n\n \n\n \n\n \n\n2.4\n\n%\n\n \n\n† Represents beneficial ownership of less than one percent.\n\n \n\n(1)\nConsists of 7,099,954 shares of common stock held by Morgan Stanley, including 6,094,918 shares of common stock held by Morgan Stanley Capital Services LLC. The address for Morgan Stanley and Morgan Stanley Capital Services LLC is 1585 Broadway, New York, NY 10036.\n\n(2)\nConsists of 964,388 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(3)\nConsists of 234,375 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(4)\nConsists of 503,592 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(5)\nConsists of 219,486 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(6)\nConsists of 38,207 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(7)\nConsists of 207,515 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(8)\nConsists of 146,319 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(9)\nConsists of 189,040 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(10)\nConsists of 77,707 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of April 17, 2026.\n\n(11)\nIncludes (i) 204,053 shares held by our current directors and executive officers and (ii) 2,580,629 shares subject to options exercisable within 60 days of April 17, 2026. No executive officer held any RSUs scheduled to vest within 60 days of April 17, 2026. Excludes 300,703 RSUs that are not scheduled to vest within 60 days of April 17, 2026.\n\n \n\n \n\n19"}