Form 4: Terns CFO Andrew Gengos Boosts Stake with RSU and Option Grants

Terns Pharmaceuticals' CFO, Andrew Gengos, received significant equity awards, including 68,750 Restricted Stock Units and options for 137,500 shares, as part of his compensation.

Summary

• Andrew Gengos, Chief Financial Officer of Terns Pharmaceuticals, Inc. (TERN), acquired 68,750 Restricted Stock Units (RSUs) on January 14, 2026, with a transaction price of $0.00.
• These RSUs will vest 25% on the first anniversary of January 1, 2026, and 1/16th of the total shares will vest quarterly thereafter, achieving full vesting on the fourth anniversary of the Vesting Commencement Date.
• Gengos also acquired stock options for 137,500 shares on January 14, 2026, with an exercise price of $37.18 per share.
• The stock options will vest 25% on the first anniversary of January 1, 2026, and 1/48th of the total shares will vest monthly thereafter, achieving full vesting on the fourth anniversary of the Vesting Commencement Date, with an expiration date of January 13, 2036.
• The filing also notes the acquisition of 8,038 shares by Gengos under the Issuer's 2021 Employee Stock Purchase Plan (ESPP) on November 30, 2025.
• Following these reported transactions, Andrew Gengos beneficially owns a total of 101,788 shares of Common Stock directly.

Sentiment

Score: 6

Explanation: The filing reports equity compensation for a key executive, aligning management interests with shareholders, which is generally viewed positively as it incentivizes long-term performance.

Positives

• The grant of Restricted Stock Units and stock options to the Chief Financial Officer aligns management's long-term interests with those of shareholders.
• Equity compensation is a standard practice to incentivize key executives and retain talent.

Future Outlook

The filing details the vesting schedules for the granted equity awards, indicating a long-term incentive structure for the Chief Financial Officer, with full vesting expected on the fourth anniversary of January 1, 2026.

Industry Context

This Form 4 filing is a routine disclosure of insider equity compensation, common in the biotechnology and pharmaceutical industries to attract and retain executive talent. Such grants are a standard component of executive compensation packages, aligning leadership incentives with company performance and shareholder value creation.

Stakeholder Impact

• Shareholders: The equity grants align the Chief Financial Officer's financial interests with shareholder value creation, potentially leading to more focused long-term strategic decisions.
• Employees: The compensation structure for a key executive may serve as a benchmark or signal for broader employee incentive programs.

Next Steps

• Continued vesting of 68,750 Restricted Stock Units over four years from January 1, 2026.
• Continued vesting of 137,500 Stock Options over four years from January 1, 2026.

Key Dates

Keywords

Terns Pharmaceuticals, TERN, Andrew Gengos, CFO, Form 4, Restricted Stock Units, RSU, Stock Options, Equity Compensation, Insider Transaction