SCHEDULE: Adage Capital Management Discloses Terns Pharmaceuticals Stake

Adage Capital Management, L.P. has reported beneficial ownership of 2,124,817 shares, representing 1.84% of Terns Pharmaceuticals, Inc. common stock as of March 31, 2026.

Summary

• Adage Capital Management, L.P. (ACM), through its affiliated entities Adage Capital Partners, L.P. (ACP) and Adage Capital Management, L.P. (ACM), along with individuals Robert Atchinson and Phillip Gross, has filed a Schedule 13G.
• This filing indicates beneficial ownership of 2,124,817 shares of Terns Pharmaceuticals, Inc. common stock.
• This holding represents 1.84% of the company's outstanding common stock.
• The reporting date for this ownership is March 31, 2026.
• The total number of outstanding shares used for this calculation is 115,413,392, as reported in Terns Pharmaceuticals' Form 10-K for the fiscal year ended December 31, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. It indicates a passive investment by a significant asset manager, which is neither inherently positive nor negative without further context on the company's performance or strategic direction.

Positives

• Adage Capital Management, L.P. has taken a position in Terns Pharmaceuticals, Inc., which could signal confidence in the company's future prospects.
• The filing indicates a significant number of shares held, suggesting a notable investment by a professional asset manager.

Negatives

• The ownership stake of 1.84% is relatively small, indicating Adage Capital Management is not a controlling shareholder.
• The filing is a Schedule 13G, which is typically filed by passive investors, suggesting no intent to influence or control the issuer.

Risks

• The filing does not explicitly mention any risks, as it is a disclosure of beneficial ownership rather than a business update or risk factor disclosure.

Future Outlook

This filing is a Schedule 13G, which reports passive ownership and does not contain forward-looking statements or guidance from the company or the reporting persons.

Management Comments

• The filing includes a certification by the reporting persons stating that the securities were acquired and are held in the ordinary course of business and were not acquired or held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are common for institutional investors taking passive stakes in publicly traded companies. Adage Capital Management's filing indicates a new or updated passive investment in Terns Pharmaceuticals, Inc., a biotechnology company, which is a sector often subject to significant investor interest based on pipeline developments and clinical trial results.

Stakeholder Impact

• Shareholders: The filing may be viewed positively by some shareholders as it indicates interest from a professional investment firm, potentially increasing liquidity or signaling perceived value. However, the passive nature of the investment means it's unlikely to directly influence company strategy.
• Management and Board: The filing confirms Adage Capital Management's passive role, meaning they are not seeking to influence control or board composition at this time.
• Creditors and Suppliers: No direct impact is indicated by this filing.

Next Steps

• Adage Capital Management, L.P. will continue to hold its shares in Terns Pharmaceuticals, Inc. as a passive investor.
• Future filings may be required if Adage Capital Management's ownership stake changes significantly.

Key Dates

Keywords

Terns Pharmaceuticals, Schedule 13G, Adage Capital Management, beneficial ownership, common stock, investment, SEC filing, Phillip Gross, Robert Atchinson