Turner Heather D

SEC source: 0001403571-26-000004 · primarydocument.xml · derivative · entry 3

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,697 shares

Expires not disclosed

F1 · shares: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F2 · price: On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.

F1 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F1 · derivative.expiration_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

SEC source: 0001403571-26-000004 · primarydocument.xml · derivative · entry 2

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 64,000 shares

Expires not disclosed

F1 · shares: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F2 · price: On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.

F1 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F1 · derivative.expiration_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

SEC source: 0001403571-26-000004 · primarydocument.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 45,000 shares

Expires not disclosed

F1 · shares: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F2 · price: On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.

F1 · derivative.exercise_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

F1 · derivative.expiration_date: Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.

SEC source: 0001193125-26-201870 · ownership.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,978

Underlying: Common Stock · 26,978 shares

Expires 2036-04-28

F1 · derivative.exercise_date: 25% of the shares underlying this option vest and become exercisable on September 12, 2025, with the remaining 75% vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.

SEC source: 0001403571-26-000002 · primarydocument.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,697

Underlying: Common Stock · 1,697 shares

Expires 2036-01-31

F1 · shares: This option was issued pursuant to the Issuer's Non-Employee Director Compensation Policy, under which the Reporting Person elected to receive this option in lieu of the Reporting Person's cash retainer fee of $45,000 for 2026.

F2 · derivative.exercise_date: The option will vest as to 1/12th of the total shares subject thereto on each monthly anniversary measured from January 1, 2026, such that 100% of the shares subject to the option will be fully vested on January 1, 2027.

SEC source: 0001415889-25-024442 · form4-09122025_060901.xml · derivative · entry 5

Turner Heather D · CIK 0001403571 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 971,828

Underlying: Common Stock · 971,828 shares

Expires 2035-09-09

F3 · derivative.exercise_date: One fourth (1/4) of the shares subject to the option award shall vest on September 10, 2026 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.

SEC source: 0001415889-25-024442 · form4-09122025_060901.xml · derivative · entry 4

Turner Heather D · CIK 0001403571 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,857

Underlying: Common Stock · 7,857 shares

Expires 2035-01-13

F2 · price: The transactions reported herein reflect a one-time stock option repricing, effective on September 10, 2025, which reduced the per share exercise price of each repriced option to $15, representing the initial public offering price of the Issuer's common stock (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting, remain in full force and effect.

F1 · derivative.exercise_date: One fourth (1/4) of the shares subject to the option award shall vest on November 18, 2025 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.

SEC source: 0001415889-25-024442 · form4-09122025_060901.xml · derivative · entry 3

Turner Heather D · CIK 0001403571 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 7,857 shares

Expires 2035-01-13

F2 · price: The transactions reported herein reflect a one-time stock option repricing, effective on September 10, 2025, which reduced the per share exercise price of each repriced option to $15, representing the initial public offering price of the Issuer's common stock (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting, remain in full force and effect.

F1 · derivative.exercise_date: One fourth (1/4) of the shares subject to the option award shall vest on November 18, 2025 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.

SEC source: 0001415889-25-024442 · form4-09122025_060901.xml · derivative · entry 2

Turner Heather D · CIK 0001403571 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 175,706

Underlying: Common Stock · 175,706 shares

Expires 2034-11-17

F2 · price: The transactions reported herein reflect a one-time stock option repricing, effective on September 10, 2025, which reduced the per share exercise price of each repriced option to $15, representing the initial public offering price of the Issuer's common stock (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting, remain in full force and effect.

F1 · derivative.exercise_date: One fourth (1/4) of the shares subject to the option award shall vest on November 18, 2025 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.

SEC source: 0001415889-25-024442 · form4-09122025_060901.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 175,706 shares

Expires 2034-11-17

F2 · price: The transactions reported herein reflect a one-time stock option repricing, effective on September 10, 2025, which reduced the per share exercise price of each repriced option to $15, representing the initial public offering price of the Issuer's common stock (the "Option Repricing"). Except as modified by the Option Repricing, all other terms and conditions of the repriced options, including, without limitation, any provisions with respect to vesting, remain in full force and effect.

F1 · derivative.exercise_date: One fourth (1/4) of the shares subject to the option award shall vest on November 18, 2025 and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continuous service through such vesting date.

SEC source: 0001562180-25-004757 · primarydocument.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 45,000

Underlying: Common Stock · 45,000 shares

Expires 2035-06-10

F1 · derivative.exercise_date: The option will vest in full on the earlier of (i) the first anniversary of the date of grant and (ii) immediately prior to the Annual Meeting following the date of grant.

SEC source: 0001562180-24-007809 · primarydocument.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 64,000

Underlying: Common Stock · 64,000 shares

Expires 2034-11-17

F1 · derivative.exercise_date: 1/3rd of the shares subject to the option vest on the first anniversary measured from November 18, 2024 (the "Vesting Commencement Date"), and 1/36th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested on the third anniversary of the Vesting Commencement Date.

SEC source: 0001209191-22-020008 · doc4.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · Chief General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

Underlying: Common Stock · 300,000 shares

Expires 2032-03-15

F1 · derivative.exercise_date: 12.5% of the option shares shall vest on August 9, 2022, with the remaining option shares to vest in equal monthly installments over the following forty-two months.

SEC source: 0001209191-19-014300 · doc4.xml · derivative · entry 2

Turner Heather D · CIK 0001403571 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,500

Underlying: Common Stock · 115,500 shares

Expires 2029-02-24

F2 · derivative.exercise_date: One-quarter (1/4) of the option shares vest and become exercisable upon completion of one (1) year of service by the Reporting Person measured from the February 25, 2019 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

SEC source: 0001209191-19-014300 · doc4.xml · nonDerivative · entry 1

Turner Heather D · CIK 0001403571 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,250

F1 · balance_after: Represents 19,250 shares subject to restricted stock units granted on February 25, 2019 that will vest in three (3) equal annual installments on each anniversary of the grant date, such that they will be vested in full on the third (3rd) anniversary of the grant date, subject to the Reporting Person's continued service with the Issuer through such date.

SEC source: 0001209191-18-015618 · doc4.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · SVP and General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

Underlying: Common Stock · 200,000 shares

Expires 2028-02-27

F1 · derivative.exercise_date: One-quarter (1/4) of the option shares vest and became exercisable upon completion of one (1) year of service by the Reporting Person measured from February 12, 2018, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

SEC source: 0001209191-18-009413 · doc4.xml · nonDerivative · entry 6

Turner Heather D · CIK 0001403571 · Former EVP, GC & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,494

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F7 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $41.35 to $41.80. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-18-009413 · doc4.xml · nonDerivative · entry 5

Turner Heather D · CIK 0001403571 · Former EVP, GC & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,056

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F6 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $40.20 to $41.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-18-009413 · doc4.xml · nonDerivative · entry 4

Turner Heather D · CIK 0001403571 · Former EVP, GC & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,656

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F5 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $39.15 to $39.95. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-18-009413 · doc4.xml · nonDerivative · entry 3

Turner Heather D · CIK 0001403571 · Former EVP, GC & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,389

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F4 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $38.10 to $39.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-18-009413 · doc4.xml · nonDerivative · entry 2

Turner Heather D · CIK 0001403571 · Former EVP, GC & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,989

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F3 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $37.05 to $38.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-18-009413 · doc4.xml · nonDerivative · entry 1

Turner Heather D · CIK 0001403571 · Former EVP, GC & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,112

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F2 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $36.00 to $37.00. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-18-008514 · doc4.xml · nonDerivative · entry 1

Turner Heather D · CIK 0001403571 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,708

F1 · kind: Shares withheld to cover tax obligation from settlement of vested restricted stock units.

SEC source: 0001209191-17-009533 · doc4.xml · nonDerivative · entry 2

Turner Heather D · CIK 0001403571 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,142

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F3 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $16.15 to $16.20. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-17-009533 · doc4.xml · nonDerivative · entry 1

Turner Heather D · CIK 0001403571 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,775

F1 · kind: Transaction pursuant to Rule 10b5-1 Plan adopted September 23, 2016.

F2 · price: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $15.15 to $16.10. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

SEC source: 0001209191-17-008820 · doc4.xml · nonDerivative · entry 1

Turner Heather D · CIK 0001403571 · EVP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 98,357

F1 · shares: These restricted stock units vest in four equal annual installments on each of the first, second, third and fourth anniversaries of the grant date, subject to the reporting person's continuous service.

SEC source: 0001209191-16-142709 · doc4.xml · derivative · entry 1

Turner Heather D · CIK 0001403571 · VP, General Counsel & Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,000

Underlying: Common Stock · 40,000 shares

Expires 2023-09-22

F1 · derivative.exercise_date: One forty-eighth (1/48th) of the shares shall vest and become exercisable in equal monthly installments starting on the monthly anniversary of the date of grant of September 22, 2016.