TRML merger: shares at $48; options canceled for cash spread

Rhea-AI Filing Summary

Tourmaline Bio (TRML): Director transaction tied to Novartis tender offer. On October 28, 2025, the reporting director’s 83,782 shares of common stock were disposed in connection with a completed cash tender offer at $48.00 per share.

The filing also reports outstanding employee stock options canceled for cash under the merger terms. Options with exercise prices of $9.46 (10,000 shares), $13.91 (10,000 shares), and $18.73 (16,800 shares) were converted into the right to receive cash equal to the per‑share spread over $48.00, without interest and subject to withholding. Following these transactions, reported beneficial ownership is 0.

Insights

M&A and Equity Compensation Analyst

Shares tendered at $48; options cashed out for spread.

The director’s Form 4 reflects completion of a cash tender offer tied to a merger with Novartis AG. Common shares were exchanged for $48.00 per share, while unexercised options were canceled and converted to a cash right equal to $48.00 minus the strike price, times the optioned shares.

This is standard merger consideration treatment for equity awards. The filing lists specific tranches: 10,000 options at $9.46, 10,000 at $13.91, and 16,800 at $18.73. Actual proceeds depend on the fixed $48.00 consideration and the stated strikes. The transaction date is October 28, 2025.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Thiara Parvinder

Role Director

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (Right to Buy)	10,000	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	10,000	$0.00	--
Disposition	Employee Stock Option (Right to Buy)	16,800	$0.00	--
U	Common Stock	83,782	$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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Thiara Parvinder

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		83,782	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)	$9.46	10/28/2025		D(1)			10,000	(3)	(3)	Common Stock	10,000	(3)	0	D
Employee Stock Option (Right to Buy)	$13.91	10/28/2025		D(1)			10,000	(3)	(3)	Common Stock	10,000	(3)	0	D
Employee Stock Option (Right to Buy)	$18.73	10/28/2025		D(1)			16,800	(3)	(3)	Common Stock	16,800	(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TRML disclose in this Form 4?

A director reported disposing of 83,782 common shares in a completed cash tender offer at $48.00 per share on October 28, 2025.

What price did Tourmaline Bio (TRML) shareholders receive?

Shares were exchanged for $48.00 in cash per share, subject to applicable tax withholding.

How were TRML stock options treated in the merger?

Unexercised options were canceled and converted into cash equal to ($48.00 minus the exercise price) multiplied by the option shares.

Which TRML option tranches were listed?

Tranches included 10,000 options at $9.46, 10,000 at $13.91, and 16,800 at $18.73.

What is the director’s reported ownership after the transaction?

The filing shows 0 shares beneficially owned following the reported transactions.

Who is the acquirer in the TRML transaction?

The tender offer and merger were conducted by Novartis AG via an indirect wholly owned subsidiary.