secwatch / observer

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.

item 2.01 item 3.01 item 5.01 item 5.03 item 3.03 item 5.02 item 8.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001193125-26-205305
form_type: 8-K
ticker: TERN
cik: 0001831363
company_name: Terns Pharmaceuticals, Inc.
filed_at: 2026-05-05T23:59:59+00:00
discovered_at: 2026-05-14T18:02:33.052601+00:00
generated_at: 2026-05-14T23:32:47.498999+00:00
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Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Radhika Tripuraneni

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Departed

Jill M. Quigley

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Departed

Jeffrey B. Kindler

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Appointed

Melissa Leonard

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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.

Departed

Amy Burroughs

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Departed

Heather Turner

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Departed

David Fellows

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Departed

Robert Azelby

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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

Appointed

Jon Filderman

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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.

Appointed

Dalton Smart

Director

TERN · Terns Pharmaceuticals, Inc.

Effective: 2026-05-05
Filed: May 5, 2026, 7:59 PM ET

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.

Source-grounded claims

05f17fbcbf

Radhika Tripuraneni departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

0ae4c02ae4

Jill M. Quigley departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

236d7bece3

Jeffrey B. Kindler departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

242ac625e3

Melissa Leonard was appointed as Director at Terns Pharmaceuticals, Inc..

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.

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

3ac1ab2b28

Amy Burroughs departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

5ade7f36f2

Heather Turner departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

73fb7c4495

David Fellows departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

807eb1c588

Robert Azelby departed as Director at Terns Pharmaceuticals, Inc..

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

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

e8671bcf08

Jon Filderman was appointed as Director at Terns Pharmaceuticals, Inc..

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.

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

f2128a2027

Dalton Smart was appointed as Director at Terns Pharmaceuticals, Inc..

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.

SEC 8-K Item 5.02 confidence 1.0 SEC evidence

73029cdf66a95f775b09f22f6163ec706c610350

Terns Pharmaceuticals, Inc.: Amended and restated certificate of incorporation in its entirety upon merger (effective 2026-05-05).

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

cdb9e35a3d3da47f93c98275ef4825319e897d12

Terns Pharmaceuticals, Inc.: Amended and restated bylaws in their entirety upon merger (effective 2026-05-05).

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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

Comparable filings

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: executive_change same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This 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.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

MBC

MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3

MasterBrand, Inc. May 28, 2026, 9:11 AM ET m_and_a Items 2.01, 2.03, 5.02, 7.01, 9.01

same fact type: executive_change same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This 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

Comparable filing

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Filing page SEC filing

GIG

Hadron Energy closes SPAC merger with GigCapital7; 84% of public shares redeemed

GigCapital7 Corp. May 29, 2026, 7:45 PM ET m_and_a Items 2.01, 3.02, 5.02, 9.01, 3.03, 4.01, 5.01, 5.03, 5.06, 8.01

same fact type: executive_change same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a

This 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

Comparable filing

and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026

Filing page SEC filing

CECO

CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash

CECO ENVIRONMENTAL CORP June 1, 2026, 9:16 AM ET m_and_a Items 2.01, 2.03, 5.02, 5.03, 7.01, 9.01

same fact type: executive_change same SEC item: 2.01, 5.02, 5.03, 9.01 same event type: m_and_a

This 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

Comparable filing

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Filing page SEC filing

FDX

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FEDEX CORP June 1, 2026, 6:42 AM ET m_and_a Items 1.01, 2.01, 5.02, 8.01, 9.01

same fact type: executive_change same SEC item: 2.01, 5.02, 8.01, 9.01 same event type: m_and_a

This 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

Comparable filing

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Filing page SEC filing

BSBK

Bogota Financial Corp. to merge with GSL Savings Bank; assets expected to exceed $1B

Bogota Financial Corp. June 1, 2026, 9:12 AM ET m_and_a Items 1.01, 5.02, 8.01, 9.01

same fact type: executive_change same SEC item: 5.02, 8.01, 9.01 same event type: m_and_a

This filing

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Comparable filing

Mr. Giancola will become Executive Vice President and Chief Operating Officer of the Bank.

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Source: SEC EDGAR

accession 0001193125-26-205305

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