TRML Form 4: CFO cashes out shares, options under $48 tender

Rhea-AI Filing Summary

Tourmaline Bio (TRML) — Form 4 reports merger-related transactions. The company’s CFO reported the tender and disposition of 14,366 shares of common stock in connection with the completed cash tender offer by Novartis, receiving $48.00 per share pursuant to the Merger Agreement.

Outstanding employee stock options were automatically canceled at closing and converted to a cash right equal to the difference between $48.00 and the option’s exercise price, multiplied by the underlying shares. Reported option blocks included: 25,845 shares at $13.92, 16,000 shares at $9.46, 76,400 shares at $14.21, and 58,000 shares at $17.00. The tender offer was completed on October 28, 2025 under a Merger Agreement dated September 8, 2025.

Insights

M&A and Insider Transactions Analyst

Administrative Form 4 confirming cash tender and option cash-out.

The filing documents that the CFO’s equity was settled per a completed Novartis cash tender at $48.00 per share. Common shares totaling 14,366 were tendered for cash, consistent with a standard change-of-control close where equity converts to cash consideration.

Unexercised options were canceled and converted into cash equal to the spread between $48.00 and their exercise price, applied to each grant’s share count. Listed grants include 25,845 at $13.92, 16,000 at $9.46, 76,400 at $14.21, and 58,000 at $17.00.

The tender offer closed on October 28, 2025 pursuant to a Merger Agreement dated September 8, 2025. This is an administrative confirmation of terms already set by the merger; investment impact is neutral.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Robinson Ryan F.

Role CFO

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (Right to Buy)	25,845	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	16,000	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	76,400	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	58,000	$0.00	--
U	Common Stock	14,366	$0.00	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Robinson Ryan F.

(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)
	CFO

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)		14,366	D	(2)	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)	$13.92	10/28/2025		D(1)			25,845	(3)	(3)	Common Stock	25,845	(3)	0	D
Employee Stock Option (Right to Buy)	$9.46	10/28/2025		D(1)			16,000	(3)	(3)	Common Stock	16,000	(3)	0	D
Employee Stock Option (Right to Buy)	$14.21	10/28/2025		D(1)			76,400	(3)	(3)	Common Stock	76,400	(3)	0	D
Employee Stock Option (Right to Buy)	$17	10/28/2025		D(1)			58,000	(3)	(3)	Common Stock	58,000	(3)	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 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/ Brad Middlekauff, Attorney-in-Fact	10/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did TRML’s CFO report on Form 4?

A disposition of 14,366 shares and the cash settlement of unexercised options due to the completed cash tender offer at $48.00 per share.

What price did Tourmaline Bio shares receive in the tender offer?

Each share was exchanged for $48.00 in cash pursuant to the Merger Agreement.

What happened to the CFO’s stock options in the TRML-Novartis deal?

Each unexercised option was canceled and converted into a cash right equal to $48.00 minus the exercise price, times the underlying shares.

Which option grants were reported and at what exercise prices?

Grants included 25,845 at $13.92, 16,000 at $9.46, 76,400 at $14.21, and 58,000 at $17.00.

When was the tender offer completed?

The tender offer was completed on October 28, 2025.

What agreement governed the transaction terms?

The Agreement and Plan of Merger dated September 8, 2025 among Tourmaline Bio, Novartis AG, and a Novartis subsidiary.