10-K · March 30, 2026
Terns is a clinical-stage oncology company whose lead asset TERN-701 (an oral allosteric BCR-ABL1 inhibitor) is advancing toward pivotal development (pivotal dose selection/End of Phase 2 mid-2026; Phase 3 2L+…
Earnings analysis · 10-K
TERN earnings analysis
Filed April 27, 2026 · Our reading of the company's report
The latest report
Terns is a clinical-stage oncology company focused on TERN-701 (an oral allosteric BCR‑ABL1 inhibitor) advancing toward pivotal development. The company received FDA Breakthrough Therapy Designation for TERN‑701 and has…
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Terns is a clinical-stage oncology company focused on TERN-701 (an oral allosteric BCR‑ABL1 inhibitor) advancing toward pivotal development. The company received FDA Breakthrough Therapy Designation for TERN‑701 and has an announced Merck merger at $53.00 per share expected to close in Q2 2026; the 10‑K/A does not amend the financial statements. The filing emphasizes near‑term clinical milestones (pivotal dose selection/End of Phase 2 mid‑2026; Phase 3 2L+ initiation late 2026/early 2027) but contains no quantitative revenue or EPS guidance.
How we read each report
Our analysis across the last few reports.
Our model's reading of each filing, not the share price or the market's reaction. Annual and quarterly reports each occupy one position.
Reported figures
- Segment
- Clinical‑stage oncology R&D (lead program: TERN‑701, an oral allosteric BCR‑ABL1 inhibitor)
What stood out
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Breakthrough Therapy Designation for lead asset
The company disclosed (8‑K, Apr 27, 2026) FDA Breakthrough Therapy Designation for TERN‑701 in adult Ph+ CML in chronic phase (patients without the T315I mutation who were previously treated with two or more TKIs), with CARDINAL Phase 1/2 responses noted at week 24.
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Merger agreement provides strategic exit and value
The March 24, 2026 Merck merger agreement offers $53.00 per share (as disclosed in the Form 10‑K), with the Offer/Merger expected to close in Q2 2026, which materially changes strategic optionality for shareholders.
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Near‑term clinical milestones timed for 2026
The MD&A/Item 1 (Original 10‑K) sets pivotal dose selection/End of Phase 2 for mid‑2026 and Phase 3 (2L+) initiation in late 2026/early 2027, with updated CARDINAL data expected in H2 2026.
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Balance‑sheet and equity base disclosed
The filing reports 115,521,157 shares outstanding as of April 17, 2026 and an aggregate market value of $324,170,335 as of June 30, 2025.
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Experienced leadership; CEO compensation aligned to 2025
Amy Burroughs has served as CEO since February 2024; 2025 total compensation reported for the CEO was $4,589,929 (salary $645,000; option awards $3,416,541).
What to watch
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Transaction closing and integration uncertainty
The Form 10‑K describes transaction‑specific risks including uncertainty around closing the Merck offer expected in Q2 2026 and potential business disruption or litigation tied to the transaction.
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No approved products / clinical‑stage execution risk
The company is clinical‑stage with no approved products (Original Filing disclosures); success depends on future clinical development and regulatory approvals.
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Narrow initial labeled population
The Breakthrough Therapy Designation covers adult Ph+ CML in chronic phase for patients without the T315I mutation who were previously treated with two or more TKIs, a limited labeled population per the 8‑K disclosure.
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Early clinical data and development timing risk
CARDINAL Phase 1/2 efficacy signals are based on week 24 data (as noted in the 8‑K), which is early and may not predict pivotal outcomes; pivotal dose selection and End of Phase 2 are targeted for mid‑2026.
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Liquidity / cash‑burn and negative EPS
Quarterly diluted EPS have been negative recently (e.g., 2024Q1 -0.30, 2024Q2 -0.31, 2024Q3 -0.28, 2024Q4 -0.23; 2025Q1 -0.26 through 2025Q4 -0.24 per the provided quarterly history) and earlier free cash flow was negative (e.g., 2024Q1 FCF -$23M, 2024Q2 -$16M).
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Dependence on third parties and potential costs
The 10‑K reiterates reliance on third parties for manufacturing and clinical conduct and discloses potential litigation and termination/reverse‑termination fees associated with the Merck transaction (amounts and timing contingent per the Original Filing).
Management's outlook
The MD&A and Item 1 discuss development milestones (pivotal dose selection/End of Phase 2 mid‑2026; updated CARDINAL data in H2 2026; Phase 3 2L+ initiation late 2026/early 2027) but the filing contains no quantitative revenue or EPS guidance; annual outlook is deferred to an earnings press release/call.
Earlier filings 4
10-Q · May 8, 2025
Terns reported a net loss of $23,908,000 (net loss per share of $0.26) for the quarter ended March 31, 2025. Cash and marketable securities remain sizable at $139,023,000 and $195,241,000 respectively, but operating…
10-Q · August 5, 2024
Terns reported no revenue and remains a clinical-stage company. For the three months ended June 30, 2024 the company widened losses: net loss was $22,736 thousand (EPS $(0.31)) versus $17,896 thousand (EPS $(0.25)) in…
10-K · March 14, 2024
Terns is a clinical-stage biopharmaceutical company advancing small-molecule programs in oncology (CML) and metabolic disease (obesity, MASH). The company has multiple near-term clinical catalysts (interim CARDINAL data…
This is our reading of a public filing, not the filing itself. Analysis can contain errors; check the source document for full context.