TRML Form 4: Shares tendered at $48; options cashed out
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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (Right to Buy) | 20,000 | $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 | 518 | $0.00 | -- |
| U | Common Stock | 183,177 | $0.00 | -- |
| U | Common Stock | 110,083 | $0.00 | -- |
| U | Common Stock | 448,431 | $0.00 | -- |
Footnotes (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. 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. 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. 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. 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.
