Terns Pharma Enters Material Definitive Agreement

TL;DR

**Terns Pharma just signed a big deal, watch for details!**

AI Summary

Terns Pharmaceuticals, Inc. filed an 8-K on March 25, 2026, reporting an "Entry into a Material Definitive Agreement" as of March 24, 2026. This indicates the company has entered into a significant contract or partnership that could impact its future operations and financial performance. For investors, this matters because such agreements often signal new strategic directions, potential revenue streams, or significant expenditures, which could affect the stock's valuation depending on the nature and terms of the agreement.

Why It Matters

This filing signals a new, potentially significant business development for Terns Pharmaceuticals, which could lead to new revenue streams or strategic partnerships, directly impacting the company's future growth and stock performance.

Risk Assessment

Risk Level: medium — The risk is medium because while a material agreement can be positive, the specific terms and financial implications are not yet detailed, leaving uncertainty about its ultimate impact.

Analyst Insight

A smart investor would monitor Terns Pharmaceuticals for subsequent filings or press releases that detail the terms and financial implications of the 'Material Definitive Agreement' before making any investment decisions.

Key Players & Entities

• Terns Pharmaceuticals, Inc. (company) — the filer of the 8-K
• 0001831363 (company) — CIK of Terns Pharmaceuticals, Inc.
• March 25, 2026 (date) — filing date of the 8-K
• March 24, 2026 (date) — period of report for the material agreement

Forward-Looking Statements

• Terns Pharmaceuticals will provide more details about the material definitive agreement in a subsequent filing or press release. (Terns Pharmaceuticals, Inc.) — high confidence, target: 2026-04-25
• The stock price of Terns Pharmaceuticals will react positively or negatively once the specifics of the agreement are disclosed. (Terns Pharmaceuticals, Inc.) — medium confidence, target: 2026-04-25

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share TERN Nasdaq Global Select
• $53.00 — Company (the " Shares "), at a price of $53.00 per Share (the " Offer Price "), withou
• $235,000,000 — ation fee of an amount in cash equal to $235,000,000. The Merger Agreement further provide
• $270,000,000 — he Company a reverse termination fee of $270,000,000 in the event the Merger Agreement is te

Filing Documents

• d86253d8k.htm (8-K) — 52KB
• d86253dex21.htm (EX-2.1) — 448KB
• d86253dex991.htm (EX-99.1) — 29KB
• g86253g0325082237142.jpg (GRAPHIC) — 5KB
• g86253g0325082238011.jpg (GRAPHIC) — 5KB
• 0001193125-26-122785.txt ( ) — 788KB
• tern-20260324.xsd (EX-101.SCH) — 3KB
• tern-20260324_lab.xml (EX-101.LAB) — 18KB
• tern-20260324_pre.xml (EX-101.PRE) — 11KB
• d86253d8k_htm.xml (XML) — 4KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of March 24, 2026, by and among Terns Pharmaceuticals, Inc., Merck Sharp & Dohme LLC and Thailand Merger Sub, Inc. 99.1 Joint press release issued by Merck & Co., Inc. and Terns Pharmaceuticals, Inc., dated March 25, 2026. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * Schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. Additional Information and Where to Find It The Offer described in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Terns or any other securities, nor is it a substitute for the tender offer materials described herein. At the time the planned tender offer is commenced, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed by Merck and the Purchaser with the Securities and Exchange Commission (the " SEC "), and a solicitation/recommendation statement on Schedule 14D-9 will be filed by Terns with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Investors and security

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements about the Company within the meaning of the federal securities laws, including regarding the potential sale of the Company. All statements other than statements of historical facts contained in this filing are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "aim," "anticipate," "assume," "believe," "contemplate," "continue," "could," "design," "due," "estimate," "expect," "goal," "intend," "may," "objective," "plan," "positioned," "potential," "predict," "seek," "should," "target," "will," "would" and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. The Company has based these forward-looking statements largely on its current expectations, estimates, forecasts and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. These statements are subject to risks and uncertainties that could cause the actual results and the implementation of the Company's plans to vary materially, including (a) risks related to the timing of the Offer, the Merger and the other Transactions or that the Offer, the Merger and the other Transactions may not be completed at all, (b) whether sufficient stockholders of Terns will tender their Shares in the Offer, (c) the risk that competing offers or acquisition proposals will be made, (d) the possibility that various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation o

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TERNS PHARMACEUTICALS, INC. Date: March 25, 2026 By: /s/ Caryn McDowell Caryn McDowell Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR