Tourmaline Bio SEC Filings

Tourmaline Bio (TRML) reported an insider Form 4 showing a charitable gift. The company’s Chief Regulatory Officer donated 6,250 shares of common stock on 10/15/2025 (transaction code G at $0).

Following the transaction, the reporting person beneficially owns 51,584 shares, held directly. The filing notes the shares were donated to a donor-advised fund for charitable purposes.

Tourmaline Bio, Inc. reports that Novartis, through Torino Merger Sub Inc., has launched a tender offer to acquire all outstanding common shares for $48.00 per share in cash. The Company states there were 25,799,160 Shares issued and outstanding as of September 24, 2025, with additional dilution from options, RSUs and an ESPP. The Company Board unanimously approved the Merger Agreement, determined the transactions are advisable and recommends stockholders accept the Offer and tender their Shares. The Offer expires one minute after 11:59 p.m. ET on October 27, 2025 unless extended. The Merger will be effected via a Section 251(h) short-form merger if the offer succeeds. Company stock awards (options, restricted shares, RSUs) will accelerate or be cashed out per the Merger Agreement. Key conditions include minimum tender threshold, customary regulatory and other closing conditions.

Aaron Kantoff, a director of Tourmaline Bio, Inc. (TRML), reported option exercises on 09/05/2025 that resulted in the acquisition of common stock. He exercised options to acquire 37,890 shares at an exercise price of $0.13 per share and 10,000 shares at $9.46 per share on that date. After these reported transactions the filing shows 93,281 shares beneficially owned by Mr. Kantoff on a direct basis. The filing is signed by an attorney-in-fact on behalf of the reporting person.

The filing notes the exercised options are fully vested and immediately exercisable. Transaction code "M" is recorded for both entries and the filing is a standalone Form 4 by one reporting person for TRML.

Tourmaline Bio entered into a definitive merger agreement with Novartis and a Novartis subsidiary, dated September 8, 2025. The agreement contemplates an offer and subsequent merger subject to customary closing conditions, including antitrust/HSR clearance and a minimum tender condition. Outstanding vested stock options will accelerate and be cashed out at closing for the excess of the merger consideration over the option exercise price; options with exercise prices equal to or above the merger consideration will be cancelled without payment. The company board is restricted from certain actions that would frustrate the deal but may accept a superior proposal subject to matching rights and a termination fee. A Company Termination Fee of $47,950,000 applies in specified circumstances. The filing includes related solicitation materials and a press release dated September 9, 2025.

QVT Financial LP reported beneficial ownership of 2,154,653 shares of Tourmaline Bio, Inc. common stock, representing 8.39% of the class. The filing states these shares are held with sole voting and dispositive power and were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. The document identifies QVT Financial LP as a Delaware entity and provides its address as 888 Seventh Avenue, 43rd Floor, New York, NY 10106. The statement was signed by an authorized signatory on behalf of QVT Financial LP.