SCHEDULE: Commodore Capital Discloses 5.3% Stake in Terns Pharma

Commodore Capital LP and its affiliates reported a passive beneficial ownership of 5.3% in Terns Pharmaceuticals, Inc. common stock.

Summary

• Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz collectively reported beneficial ownership of 4,650,000 shares of Terns Pharmaceuticals, Inc. Common Stock.
• This aggregate amount represents 5.3% of the Issuer's outstanding Common Stock.
• The ownership percentage is based on 87,511,048 Common Shares reported as issued and outstanding as of August 1, 2025, in Terns Pharmaceuticals' Quarterly Report on Form 10-Q filed on August 5, 2025.
• The reporting persons, including Commodore Capital LP as the investment manager and Michael Kramarz and Robert Egen Atkinson as managing partners, share both voting and dispositive power over all 4,650,000 shares.
• The filing is a Schedule 13G, indicating that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Sentiment

Score: 7

Explanation: The disclosure of a significant passive institutional stake is generally a positive signal, indicating investor confidence. However, as a Schedule 13G, it does not provide operational or financial performance details, limiting the overall sentiment impact.

Positives

• A significant institutional investment by Commodore Capital LP and its affiliates, representing 5.3% of outstanding shares, can be viewed as a vote of confidence in Terns Pharmaceuticals, Inc.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Terns Pharmaceuticals, Inc.'s future operations or financial performance.

Industry Context

Institutional investment in biotechnology and pharmaceutical companies like Terns Pharmaceuticals is common, often reflecting confidence in a company's pipeline, market position, or long-term growth prospects. A passive 13G filing indicates a strategic investment without intent to influence management or control.

Stakeholder Impact

• Shareholders may perceive increased confidence in Terns Pharmaceuticals, Inc. due to the significant institutional investment, potentially leading to positive market sentiment.

Key Dates

Recommendation

The filing indicates a significant passive stake by an institutional investor, which can be viewed positively as a vote of confidence. However, without further operational or financial updates, a 'hold' recommendation is appropriate as this filing alone does not provide sufficient information for a stronger conviction.

Keywords

Terns Pharmaceuticals, Commodore Capital, Beneficial Ownership, Schedule 13G, Common Stock, Institutional Investment, Passive Investment