Tourmaline Bio insider reports $48 cash-out in Novartis deal

Rhea-AI Filing Summary

Tourmaline Bio (TRML) reported insider transactions tied to its merger with Novartis. On October 28, 2025, a cash tender offer closed at $48.00 per share, after which all common shares held by the reporting officer were disposed for cash and all stock options were canceled for cash based on their in-the-money value.

The officer tendered 60,988 shares of common stock and an additional 8,213 shares that vested immediately prior to the effective time, each exchanged for $48.00 per share. Three option grants covering 124,991, 46,774, and 58,000 underlying shares, with exercise prices of $7.90, $9.46, and $17.00, were canceled and converted into a cash right equal to the merger price minus the exercise price, multiplied by the underlying shares.

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Form 4 shows TRML equity cashed out at $48 via Novartis deal.

The filing reflects completion of a cash tender offer by Novartis at $48.00 per TRML share on October 28, 2025. The reporting officer’s common shares were exchanged for cash, while restricted shares vested immediately prior to the effective time and were treated as common for the same cash consideration.

All stock options were canceled and converted into a cash right equal to the spread versus $48.00 per share. The listed grants covered 124,991 at $7.90, 46,774 at $9.46, and 58,000 at $17.00. Post-transaction, the Form 4 indicates no remaining derivative holdings for this insider.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MIDDLEKAUFF W BRADFORD

(Last) (First) (Middle)

C/O TOURMALINE BIO, INC.

27 WEST 24TH STREET, SUITE 702

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tourmaline Bio, Inc. [ TRML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CBO, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/28/2025		U(1)		60,988	D	(2)	8,213	D
Common Stock	10/28/2025		D(1)		8,213	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$7.9	10/28/2025		D(1)			124,991	(4)	(4)	Common Stock	124,991	(4)	0	D
Employee Stock Option (Right to Buy)	$9.46	10/28/2025		D(1)			46,774	(4)	(4)	Common Stock	46,774	(4)	0	D
Employee Stock Option (Right to Buy)	$17	10/28/2025		D(1)			58,000	(4)	(4)	Common Stock	58,000	(4)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 8, 2025, by and among Issuer, Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland ("Parent"), and Torino Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, on October 28, 2025, Merger Sub completed a cash tender offer to acquire all of the shares of common stock of the Issuer, par value $0.0001 (the "Shares"), issued and outstanding immediately prior to the effective time of the merger (the "Effective Time"), in exchange for $48.00 in cash per Share, subject to any applicable withholding of taxes (the "Merger Consideration").

2. Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for $48.00 in cash per Share.

3. Pursuant to the terms of the Merger Agreement, each restricted Share outstanding and subject to the Issuer's repurchase right as of immediately prior to the Effective Time became fully vested effective as of immediately prior to the Effective Time, and, by virtue of the merger and net of any applicable withholding taxes, was treated as a Share for all purposes under the terms of the Merger Agreement.

4. Pursuant to the terms of the Merger Agreement, each stock option that was outstanding and unexercised immediately prior to the Effective Time was automatically canceled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such option and (ii) the aggregate number of Shares issuable upon exercise of such option or portion thereof, subject to any applicable withholding of taxes.

	/s/ W. Bradford Middlekauff	10/28/2025
	** Signature of Reporting Person	Date
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