SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Terns Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

880881107

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

880881107

Names of Reporting Persons

Soleus Capital Master Fund, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 212,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 212,710.00

Aggregate Amount Beneficially Owned by Each Reporting Person

212,710.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of the common stock of Terns Pharmaceuticals, Inc. (the "Issuer") outstanding as of the close of business on December 11, 2025, immediately following the closing of the public offering described in the prospectus supplement dated December 9, 2025.

SCHEDULE 13G

CUSIP No.

880881107

Names of Reporting Persons

Soleus Capital, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 212,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 212,710.00

Aggregate Amount Beneficially Owned by Each Reporting Person

212,710.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP, LLC is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and of Soleus GP, LLC. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. (2) The percentage set forth in Row 11 is calculated based upon 103,761,470 shares of common stock of the Issuer outstanding as of the close of business on December 11, 2025.

SCHEDULE 13G

CUSIP No.

880881107

Names of Reporting Persons

Soleus Capital Group, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 212,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 212,710.00

Aggregate Amount Beneficially Owned by Each Reporting Person

212,710.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

880881107

Names of Reporting Persons

Soleus Capital Management, L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 212,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 212,710.00

Aggregate Amount Beneficially Owned by Each Reporting Person

212,710.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

880881107

Names of Reporting Persons

Soleus GP, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 212,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 212,710.00

Aggregate Amount Beneficially Owned by Each Reporting Person

212,710.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

880881107

Names of Reporting Persons

Guy Levy

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 212,710.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 212,710.00

Aggregate Amount Beneficially Owned by Each Reporting Person

212,710.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0.2 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Terns Pharmaceuticals, Inc.

(b)

Address of issuer's principal executive offices:

1065 East Hillsdale Blvd., Suite 100 Foster City, CA 94404

Item 2.

(a)

Name of person filing:

Soleus Capital Master Fund, L.P. Soleus Capital, LLC Soleus Capital Group, LLC Soleus Capital Management, L.P. Soleus GP, LLC Guy Levy

(b)

Address or principal business office or, if none, residence:

Soleus Capital Master Fund, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830 Soleus Capital, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830 Soleus Capital Group, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830 Soleus Capital Management, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830 Soleus GP, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830 Guy Levy c/o Soleus Capital Management 100 Field Point Road, Suite 200 Greenwich, CT 06830

(c)

Citizenship:

Soleus Capital Master Fund, L.P. - Cayman Islands Soleus Capital, LLC - Delaware Soleus Capital Group, LLC - Delaware Soleus Capital Management, L.P. - Delaware Soleus GP, LLC - Delaware Guy Levy - United States

(d)

Title of class of securities:

Common Stock, $0.0001 par value per share

(e)

CUSIP No.:

880881107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference. 212,710

(b)

Percent of class:

0.2%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

212,710

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

212,710

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Soleus Capital Master Fund, L.P.

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy/Managing Member
Date:	02/12/2026

Soleus Capital, LLC

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy/Managing Member
Date:	02/12/2026

Soleus Capital Group, LLC

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy/Managing Member
Date:	02/12/2026

Soleus Capital Management, L.P.

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy/Managing Member
Date:	02/12/2026

Soleus GP, LLC

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy/Managing Member
Date:	02/12/2026

Guy Levy

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy
Date:	02/12/2026

Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Amendment: SEC Form SCHEDULE 13G/A filed by Terns Pharmaceuticals Inc.