TERN at a glance
Terns Pharmaceuticals, Inc. (TERN, SEC CIK 1831363) filed its latest 10-K annual report on March 30, 2026, a 10-Q quarterly report on November 10, 2025, an 8-K current report on May 5, 2026 and Form 4 insider filings as recently as May 5, 2026. SignalX summarizes each filing with AI and tracks the company's insider trades and institutional holders.
- As of March 31, 2026, 32 institutional investment managers tracked by SignalX reported holding Terns Pharmaceuticals, Inc. (TERN) shares worth $2.2 billion in 13F-HR filings.
Source: SEC EDGAR (XBRL financial data, 13F-HR and Form 4 filings).
- Insiders · 90 days
- 0 buys · 0 sells
- No open-market trades
- 13F holders
- 32 funds
- $2.2B · +4 vs prior quarter
- Latest 8-K
- May 5, 2026
- Item 3.03 · Item 8.01 · Item 3.01 · Item 2.01 · Item 5.01 · Item 5.02
AI 10-Q Quarterly Report Analysis
Latest 10-Q, quarter ended Sep 30, 2025
Risk Factors
- New regulatory risk: FDA workforce cut by 3,500 employees due to HHS reduction in force, risking delays in drug review and approvals
- Most updated risk: Escalation of U.S.-China tariffs and trade tensions, including possible 100% tariff on imported branded drugs from Oct 2025
- Impactful compliance risk: U.S. BIOSECURE Act targeting biotech firms linked to Chinese military entities, potentially restricting federal funding access
- Operational risk: U.S. government shutdowns disrupting FDA and SEC activities, possibly delaying regulatory reviews and capital market access
- Financial risk: Uncertain tax impacts from 2025's One Big Beautiful Bill Act, including changes to R&D expensing and business interest deduction limits
AI summary of the TERN 10-Q filed . Generated from the filing text; verify against the original.View on SEC EDGAR10-K vs 10-Q vs 8-K
AI 8-K Current Report Analysis
The most recent material events, by 8-K item
Item 3.03: Material Modification to Rights of Security Holders
- Rights impact tied to disclosed transaction, leadership changes, and charter amendments in Items 2.01, 5.02, and 5.03
- Investors should review those sections for control, governance, and security-holder implications
Item 8.01: Other Events
- Merck Parent completed transactions under the Merger Agreement on May 5, 2026
- Closing marks execution of the announced merger, making its terms effective for Terns shareholders
Item 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule
- Terns’ shares expected delisted from Nasdaq after Merger consummation
- Trading suspension expected before market open May 5, 2026
Item 2.01: Completion of Acquisition or Disposition of Assets
- Merck acquisition completed May 5, 2026, with Terns surviving as Merck’s wholly owned subsidiary
- 100,091,794 shares tendered, representing approximately 86.36% of outstanding shares
Item 5.01: Changes in Control of Registrant
- Merck Parent’s 364-day delayed-draw term loan credit agreement supports financing for the transaction
- Citibank, N.A. serves as administrative agent for the lender group
Item 5.02: Departure/Appointment of Directors or Principal Officers
- Merger completion removed all seven incumbent Terns directors, including Robert Azelby and Jeffrey Kindler
- Purchaser directors Jon Filderman, Melissa Leonard and Dalton Smart became directors of the surviving corporation
Item 8.01: Other Events
- FDA granted Breakthrough Therapy Designation to oral TERN-701 for adult Ph+CML patients without T315I after two or more TKIs
- Designation may accelerate TERN-701 development and FDA review, supporting potential differentiation in a serious, underserved leukemia market
Item EX-99.1: Item EX-99.1
- FDA Breakthrough Therapy Designation for TERN-701 in adult Ph+ CML patients without T315I after two or more TKIs
- Regulatory designation signals potential for expedited development and review in a serious disease with unmet medical need
Item 7.01: Regulation FD Disclosure
- Exhibit 99.1 furnished under Regulation FD, making its disclosed information available to investors
- Disclosure not deemed filed under Exchange Act Section 18
AI summaries of TERN 8-K current reports filed with the SEC. What 8-K item codes mean
SignalX for TERN
Don't miss the next TERN filing
- Alerts as it files. A push when TERN files an 8-K or an insider trades.
- Fund moves. Which tracked funds opened, added or cut TERN, by share count.
- Ask anything. An AI agent that reads every TERN filing and answers with sources.
TERN alerts on your phone. Follow it in the SignalX Android app.
Recent Insider Transactions (Form 4)
Latest reported trades by officers, directors and 10% owners
| Insider | Type | Date | Shares | Price |
|---|---|---|---|---|
| Kuriakose Emil | U | May 5, 2026 | 24,562 | $53.00 |
| Kuriakose Emil | D | May 5, 2026 | 81,953 | $53.00 |
| Azelby Robert | D | May 5, 2026 | 90,000 | - |
| Azelby Robert | D | May 5, 2026 | 1,697 | - |
| Tripuraneni Radhika | D | May 5, 2026 | 4,676 | - |
| Turner Heather D | D | May 5, 2026 | 45,000 | - |
| Tripuraneni Radhika | D | May 5, 2026 | 32,000 | - |
| Tripuraneni Radhika | D | May 5, 2026 | 64,000 | - |
Financial SummaryXBRL
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Profitability | |||
| Operating Income | -$102.6M | -$101.9M | -$110.1M |
| Net Income | -$90.2M | -$88.9M | -$96.2M |
| Balance Sheet | |||
| Total Assets | $268.5M | $363.9M | $1.0B |
| Equity | $255.4M | $345.9M | $1.0B |
| ROE | -35.3% | -25.7% | -9.6% |
| Per Share | |||
| EPS | $-1.27 | $-1.12 | $-1.03 |
| Cash Flow | |||
| Operating CF | - | -$70.0M | -$82.2M |
| CapEx | $52K | $42K | $0 |
Source: XBRL data in Terns Pharmaceuticals, Inc. (TERN)'s 10-K filings on SEC EDGAR, in USD. Compare across companies →
13F Fund Holdings: Quarterly Trend
Latest: Q1 2026Aggregate TERN share value held by 13F filers tracked by SignalX, by quarter.
Quarterly totals table
| Quarter | Funds | Total value |
|---|---|---|
| Q1 2026 | 32 | $2.20B |
| Q4 2025 | 28 | $1.63B |
| Q3 2025 | 24 | $222.1M |
| Q2 2025 | 23 | $111.0M |
| Q1 2025 | 19 | $65.0M |
| Q4 2024 | 14 | $74.0M |
| Q3 2024 | 11 | $72.9M |
- Millennium Management+2.02M (+205%)
- BlackRock+1.38M (+17%)
- JPMorgan Chase & Co+1.10M (+62%)
- State Street Corp+363.7K (+20%)
- Bank of America Corp+258.0K (+47%)
- Ameriprise Financial−1.78M (-94%)
- Morgan Stanley−1.50M (-19%)
- D.E. Shaw & Co−952.8K (-83%)
- FMR LLC (Fidelity)−731.2K (-71%)
- T. Rowe Price Group−339.8K (-35%)
- Vanguard Group Inc−5.52M
- Raymond James Financial−32.2K
Source: 13F-HR filings on SEC EDGAR (aggregated from 151 fund-quarter rows). Reflects only 13F filers tracked by SignalX, not the full institutional ownership universe. How 13F filings work
TERN filing archive
AI analysis pages for each 10-K, 10-Q and 8-K
10-K annual reports
10-Q quarterly reports
8-K current reports
Latest 2026 SEC Filings: 10-K, 10-Q, 8-K & Form 4
| Form | Filing date | Period | Analysis | SEC |
|---|---|---|---|---|
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 8-K | May 5, 2026 | - | Analysis | - |
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 4 | May 5, 2026 | - | - | - |
| 8-K | Apr 27, 2026 | - | Analysis | - |
| 10-K | Mar 30, 2026 | Dec 31, 2025 | - | |
| 8-K | Mar 25, 2026 | - | - | - |
| 4 | Feb 18, 2026 | - | - | |
| SC 13G | Feb 12, 2026 | - | - | |
| 4 | Feb 2, 2026 | - | - | |
| 4 | Feb 2, 2026 | - | - | |
| 4 | Feb 2, 2026 | - | - | |
| 4 | Feb 2, 2026 | - | - | |
| 4 | Feb 2, 2026 | - | - | |
| 4 | Feb 2, 2026 | - | - | |
| 8-K | Jan 22, 2026 | - | - | |
| 4 | Jan 16, 2026 | - | - | |
| 4 | Jan 16, 2026 | - | - | |
| 4 | Jan 16, 2026 | - | - |
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TERN SEC filings: frequently asked questions
Which institutions hold TERN stock?
As of March 31, 2026, the largest Terns Pharmaceuticals, Inc. (TERN) holders among the 13F filers tracked by SignalX were BlackRock ($504.5 million), Morgan Stanley ($340.0 million), Vanguard Capital Management LLC ($229.6 million), Citadel Advisors LLC ($169.7 million), Millennium Management ($158.8 million). 13F-HR reports are filed up to 45 days after each quarter ends.
What did TERN report in its latest 8-K?
Terns Pharmaceuticals, Inc. (TERN) filed an 8-K on May 5, 2026 reporting Item 3.03 (Material Modification to Rights of Security Holders), Item 8.01 (Other Events), Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 5.01 (Changes in Control of Registrant) and Item 5.02 (Departure/Appointment of Directors or Principal Officers). Rights impact tied to disclosed transaction, leadership changes, and charter amendments in Items 2.01, 5.02, and 5.03.
What are the latest TERN SEC filings?
Terns Pharmaceuticals, Inc. (TERN) filed its latest 10-K annual report on March 30, 2026, a 10-Q quarterly report on November 10, 2025, an 8-K current report on May 5, 2026 and a Form 4 insider filing on May 5, 2026.
What is TERN's SEC CIK number?
Terns Pharmaceuticals, Inc. (TERN)'s SEC Central Index Key (CIK) is 1831363. EDGAR lists every TERN filing under that number.
Ask anything about TERN
The research agent reads TERN's filings, financials, insider trades and 13F holders, then answers with sources.