Tourmaline Bio insider reports $48/share tender; options cashed
Rhea-AI Filing Summary
Tourmaline Bio (TRML) director reports tender offer disposition. On 10/28/2025, a director reported the disposition of 88,281 shares of common stock pursuant to the Novartis transaction, at $48.00 in cash per share as stated in the merger terms. Following the transaction, the filer reported 0 shares beneficially owned.
Per the merger agreement, all outstanding unexercised stock options were canceled for cash equal to the in‑the‑money value. The filing lists two option grants—10,000 shares at a $13.91 exercise price and 16,800 shares at a $18.73 exercise price—both canceled on 10/28/2025 and converted into cash based on the $48.00 merger consideration.
Positive
- None.
Negative
- None.
Insights
Director tendered 88,281 TRML shares at $48; options cashed out.
The filing reflects completion of a cash tender offer tied to the merger with Novartis AG. The director disposed of 88,281 common shares at $48.00 per share, consistent with the merger consideration, and reported zero shares remaining.
Equity awards were treated per the agreement: unexercised options for 10,000 shares at $13.91 and 16,800 shares at $18.73 were canceled and converted into cash equal to the spread over $48.00. This is standard tender-offer settlement mechanics, with holder proceeds determined by strike prices and granted share counts.
The transaction date is 10/28/2025. Actual cash outcomes flow to the reporting person per the option terms and share tender, with no ongoing equity reported post-close.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| 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 | 88,281 | $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. 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.
