8-K
filed May 5, 2026, 7:59 PM ET
ticker TERN
CIK 0001831363
M&A
confidence high
sentiment neutral
materiality 1.00
Terns Pharmaceuticals acquired by Merck for $53/share; shares to be delisted
Terns Pharmaceuticals, Inc.
- Offer expired May 4, 2026 with 100,091,794 shares (86.36%) validly tendered; minimum condition met.
- On May 5, Purchaser accepted tendered shares and promptly merged Terns into a wholly owned Merck subsidiary.
- Each share converted into $53 cash; outstanding in-the-money options and RSUs cashed out per agreement.
- All incumbent directors and officers ceased; replaced by Merck designees. Charter and bylaws amended.
- Nasdaq delisting effective May 5; Form 15 to be filed to terminate SEC registration and reporting.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Radhika Tripuraneni departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jill M. Quigley departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeffrey B. Kindler departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Melissa Leonard was appointed as Director at Terns Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jon Filderman, Melissa Leonard and Dalton Smart, became the directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Amy Burroughs departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Heather Turner departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Fellows departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Robert Azelby departed as Director at Terns Pharmaceuticals, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert Azelby, Amy Burroughs, David Fellows, Jeffrey B. Kindler, J.D., Jill M. Quigley, J.D., Radhika Tripuraneni, M.D. and Heather Turner, J.D. ceased to be a member of the Board of Directors of Terns
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jon Filderman was appointed as Director at Terns Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jon Filderman, Melissa Leonard and Dalton Smart, became the directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Dalton Smart was appointed as Director at Terns Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the directors of Purchaser as of immediately prior to the Effective Time, which consisted of Jon Filderman, Melissa Leonard and Dalton Smart, became the directors of the Surviving Corporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Terns Pharmaceuticals, Inc.: Amended and restated certificate of incorporation in its entirety upon merger (effective 2026-05-05).
- Change
- charter amendment
- Effective
- 2026-05-05
Exact text from the filing
Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Terns Pharmaceuticals, Inc.: Amended and restated bylaws in their entirety upon merger (effective 2026-05-05).
- Change
- bylaw amendment
- Effective
- 2026-05-05
Exact text from the filing
Pursuant to the terms of the Merger Agreement, on May 5, 2026, Terns’ amended and restated certificate of incorporation and amended and restated bylaws were each amended and restated in their entirety and became the certificate of incorporation and bylaws of the Surviving Corporation.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.