[Form 4] Tourmaline Bio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tourmaline Bio (TRML): Director Form 4 reflects cash-out from Novartis deal. On 10/28/2025, shares and options reported by a director were disposed of pursuant to a merger following a completed cash tender offer by Novartis AG at $48.00 per share.

The filing shows common stock positions, including indirect holdings by Qiming U.S. Healthcare funds, were tendered for cash at $48.00 per share. Stock options with exercise prices of $9.46 (20,000 options), $13.91 (10,000), and $18.73 (16,800) were canceled and converted into cash equal to the in‑the‑money amount based on the $48.00 merger consideration.

The reporting person’s direct and indirect holdings reported in this filing reflect completion of the transaction mechanics at the stated price.

Insights

M&A and Securities Compliance Analyst

Form 4 confirms cash-out at $48 per share and option payouts.

This insider report documents the mechanical effects of the Novartis transaction: common shares were exchanged for $48.00 per share, and outstanding options were canceled for cash equal to intrinsic value. It aligns with a completed cash tender offer on 10/28/2025.

Indirect holdings via Qiming U.S. Healthcare funds are included, with standard beneficial ownership disclaimers. Option series at exercise prices of $9.46, $13.91, and $18.73 were fully settled against the $48.00 consideration, leaving zero post-transaction balances.

As a Form 4, this is administrative rather than forward-looking; market impact stems from the already-completed transaction terms disclosed in the merger context.

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
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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^*

MCDADE MARK

(Last) (First) (Middle)

C/O QIMING U.S. VENTURES MANAGEMENT, LLC

11100 NE 8TH ST., SUITE 200

(Street)

BELLEVUE WA 98004

(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)		518	D	(2)	0	D
Common Stock	10/28/2025		U(1)		183,177	D	(2)	0	I	By Qiming U.S. Healthcare Fund I,L.P.(3)
Common Stock	10/28/2025		U(1)		110,083	D	(2)	0	I	By Qiming U.S. Healthcare Fund II,L.P.(4)
Common Stock	10/28/2025		U(1)		448,431	D	(2)	0	I	By Qiming U.S. Healthcare Fund III,L.P.(5)

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)			20,000	(6)	(6)	Common Stock	20,000	(6)	0	D
Employee Stock Option (Right to Buy)	$13.91	10/28/2025		D(1)			10,000	(6)	(6)	Common Stock	10,000	(6)	0	D
Employee Stock Option (Right to Buy)	$18.73	10/28/2025		D(1)			16,800	(6)	(6)	Common Stock	16,800	(6)	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. The securities are directly held by Qiming U.S. Healthcare Fund I, L.P. ("Qiming"). Qiming U.S. Healthcare GP I, LLC ("Qiming GP") is the sole general partner of Qiming. The Reporting Person is a managing member of Qiming GP and may be deemed to share voting and dispositive power over the securities held by Qiming. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

4. The securities are directly held by Qiming U.S. Healthcare Fund II, L.P. ("Qiming II"). Qiming U.S. Healthcare GP II, LLC ("Qiming GP II") is the sole general partner of Qiming II. The Reporting Person is a managing member of Qiming GP II and may be deemed to share voting and dispositive power over the securities held by Qiming II. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

5. The securities are directly held by Qiming U.S. Healthcare Fund III, L.P. ("Qiming III"). Qiming U.S. Healthcare GP III, LLC ("Qiming GP III") is the sole general partner of Qiming III. The Reporting Person is a managing member of Qiming GP III and may be deemed to share voting and dispositive power over the securities held by Qiming III. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

6. 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).
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FAQ

What transaction involving TRML does this Form 4 report?

It reports the disposal of shares and options pursuant to a Novartis AG cash tender offer and merger, with consideration of $48.00 per share.

What was the cash price per Tourmaline Bio (TRML) share?

Each share was exchanged for $48.00 in cash, subject to applicable tax withholding.

When did the tender offer and related transactions complete?

The tender offer was completed on 10/28/2025.

How were TRML stock options treated in the transaction?

Each outstanding, unexercised option was canceled and converted into cash equal to ($48.00 minus the exercise price) times the number of underlying shares.

Which funds’ holdings are reflected in the indirect ownership entries?

Holdings include Qiming U.S. Healthcare Fund I, L.P., Fund II, L.P., and Fund III, L.P., with beneficial ownership disclaimed except for pecuniary interest.

Who is the reporting person’s signatory on this filing?

The filing is signed by /s/ Brad Middlekauff, Attorney-in-Fact on 10/28/2025.