SCHEDULE: Commodore Capital Discloses 6.5% Stake in Terns Pharma

Commodore Capital LP and related entities reported a 6.5% beneficial ownership stake in Terns Pharmaceuticals, Inc., totaling 5,700,000 shares of common stock.

Summary

• Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz are the reporting persons.
• The issuer is Terns Pharmaceuticals, Inc., with its principal executive offices located at 1065 East Hillsdale Blvd., Suite 100, Foster City, California, 94404.
• The securities involved are Common Stock, $0.0001 par value per share, of Terns Pharmaceuticals, Inc. (CUSIP: 880881107).
• The reporting persons beneficially own an aggregate of 5,700,000 shares of Common Stock.
• This ownership represents 6.5% of the class, based on 87,511,470 Common Shares reported as issued and outstanding by Terns Pharmaceuticals, Inc. as of September 30, 2025.
• Commodore Capital LP acts as the investment manager to Commodore Capital Master LP.
• Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital LP and exercise investment discretion over these securities.
• The reporting persons certified 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 Terns Pharmaceuticals, Inc.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of a significant passive ownership stake by an institutional investor, Commodore Capital, in Terns Pharmaceuticals. It doesn't contain performance data or strategic updates, thus the sentiment is largely neutral, with a slight positive tilt due to the presence of institutional investment.

Positives

• A significant institutional investor, Commodore Capital LP, holds a 6.5% stake in Terns Pharmaceuticals, Inc., indicating a notable investment position.

Negatives

• No specific negative operational or financial information was disclosed in this ownership filing.

Risks

• The reporting persons certified 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 Terns Pharmaceuticals, Inc., mitigating immediate activist risk from this specific filing.

Future Outlook

This Schedule 13G is a disclosure of beneficial ownership and does not contain forward-looking statements or guidance from Terns Pharmaceuticals, Inc.

Management Comments

• "To the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11." (Certification from reporting persons)

Industry Context

The disclosure of a significant passive stake by an investment firm like Commodore Capital in a biotechnology company such as Terns Pharmaceuticals is a routine event in the investment landscape. It signals an institutional investor's position but does not inherently reflect broader industry trends or competitive dynamics without further context on Terns' specific pipeline or market position.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake may be viewed positively as a sign of investor confidence, potentially influencing market perception.

Next Steps

• Reporting persons will file amendments to Schedule 13G if their beneficial ownership percentage changes by more than 1% of the class.

Key Dates

Recommendation

This Schedule 13G filing merely discloses a passive beneficial ownership stake by Commodore Capital in Terns Pharmaceuticals. It does not contain any financial performance data, strategic updates, or forward-looking guidance from the company that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, as investors would need to rely on other filings and analyses for investment decisions.

Keywords

Terns Pharmaceuticals, Commodore Capital, Schedule 13G, beneficial ownership, common stock, institutional investment, biotech, pharmaceuticals