SCHEDULE: Soleus Capital Discloses 0.2% Stake in Terns Pharma

Sentiment:

Beneficial Ownership Report


Soleus Capital entities and Guy Levy report beneficial ownership of 0.2% of Terns Pharmaceuticals, Inc. common stock.

Capital raiseThe percentage of class calculation is based on shares outstanding immediately following the closing of a public offering described in a prospectus supplement dated December 9, 2025.

Summary

  • Soleus Capital Master Fund, L.P., along with related entities Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy, collectively reported beneficial ownership of 212,710 shares of Terns Pharmaceuticals, Inc. common stock.
  • This aggregate amount represents 0.2% of the outstanding common stock of Terns Pharmaceuticals, Inc.
  • The percentage is calculated based on 103,761,470 shares outstanding as of December 11, 2025, immediately following a public offering.
  • All reporting persons share both voting and dispositive power over the 212,710 shares.
  • The reporting persons disclaim beneficial ownership of these shares for any purpose other than determining their obligations under Section 13(d) of the Exchange Act.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine disclosure of beneficial ownership and does not contain operational or financial performance updates.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

  • Soleus Capital Master Fund, L.P. directly holds the shares. Soleus Capital, LLC is the sole general partner of Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital. Soleus Capital Management, L.P. is the investment manager for Master Fund. Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of both SCG and Soleus GP, LLC, establishing a clear chain of control and related party relationships among the reporting entities and individual.

Stakeholder Impact

  • Shareholders: Provides transparency regarding the ownership structure and significant holders, though the reported stake is relatively small (0.2%).

Key Dates

DateDescription
2025-12-09Date of prospectus supplement describing a public offering.
2025-12-11Close of business date for 103,761,470 shares of common stock outstanding, immediately following the public offering.
2025-12-31Date of event which requires filing of this statement.
2026-02-12Signature date for the Schedule 13G filing.

Keywords

Terns Pharmaceuticals, Soleus Capital, Beneficial Ownership, Schedule 13G, Common Stock, SEC Filing, Institutional Ownership

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