Form 4: Terns Pharma Director Sells Shares After Option Exercise
Insider Transaction Report
Terns Pharmaceuticals Director Jill M. Quigley exercised stock options and subsequently sold 24,520 shares of common stock on November 4, 2025, as part of a pre-arranged trading plan.
Summary
- Jill M. Quigley, a Director at Terns Pharmaceuticals, Inc. (TERN), engaged in a series of transactions on November 4, 2025.
- Quigley exercised stock options to acquire 24,520 shares of common stock at an exercise price of $9.24 per share.
- Immediately following the option exercise, Quigley sold all 24,520 newly acquired shares of common stock at a price of $18.00 per share.
- These transactions were conducted pursuant to a Rule 10b5-1 trading plan, which was adopted by Quigley on March 18, 2024.
- After these transactions, Quigley's direct beneficial ownership of common stock is 0 shares, while she retains 3,955 derivative securities (stock options).
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction under a pre-arranged 10b5-1 trading plan, which is generally considered neutral in terms of company sentiment. It reflects a director realizing value from vested options rather than a discretionary sale based on new information.
Positives
- The director realized a gain of $8.76 per share (before taxes and fees) from the difference between the exercise price ($9.24) and the sale price ($18.00).
- The transactions were executed under a Rule 10b5-1 trading plan, indicating pre-scheduled and non-discretionary sales, which is a positive for corporate governance and transparency.
Negatives
- The sale of shares by a director, even under a 10b5-1 plan, reduces their direct equity stake in the company.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.
Industry Context
This filing is a routine insider transaction report and does not provide information directly related to broader industry trends or competitive landscape.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2024. This plan allows insiders to pre-arrange sales of company stock to avoid accusations of insider trading. | 03/18/2024 | Enhances transparency and reduces potential for insider trading concerns by scheduling transactions in advance. |
Stakeholder Impact
- Shareholders: The sale represents a director monetizing vested equity, which is a common occurrence. The pre-arranged nature mitigates concerns about the timing of the sale.
- Employees: No direct impact on employees is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 12/29/2020 | Vesting Commencement Date for the stock option. |
| 03/18/2024 | Date the Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 11/04/2025 | Transaction Date for both the exercise of stock options and the sale of common stock. |
| 12/29/2030 | Expiration Date of the stock option. |
Keywords
Terns Pharmaceuticals, TERN, Form 4, Insider Transaction, Stock Option Exercise, Share Sale, Jill M. Quigley, 10b5-1 Plan, Director
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