Tourmaline Bio SEC Filings

Tourmaline Bio (TRML) disclosed an insider ownership update. A company director reported a Code G transaction on 10/15/2025, indicating a distribution of 522 shares of common stock at $0.

Following the transaction, the reporting person directly holds 515,997 shares. An additional 431,939 shares are listed as indirectly held by KVP Capital, LP. Footnotes state this reflects an in-kind distribution by KVP to a limited partner for no consideration and a change in the form of ownership. The reporting person is associated with KVP’s general partner and disclaims beneficial ownership of KVP-held shares except for any pecuniary interest.

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.

Tourmaline Bio, Inc. has agreed to be acquired by Novartis AG through a cash tender offer and follow-on merger. Novartis’s subsidiary will commence a tender offer no later than September 29, 2025 to buy all outstanding shares of Tourmaline common stock at $48.00 per share in cash, without interest and subject to withholding taxes.

After Novartis’s subsidiary irrevocably accepts the tendered shares and certain conditions in the Merger Agreement are satisfied or waived, the parties plan to complete a merger under Delaware law without a separate stockholder vote, making Tourmaline an indirect wholly owned subsidiary of Novartis. The communication also outlines extensive forward-looking statement risks and emphasizes that the tender offer has not yet commenced and that stockholders should review the formal Schedule TO and Schedule 14D-9 materials, once available, before deciding whether to tender their shares.

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, Inc. has agreed to be acquired by Novartis AG under an Agreement and Plan of Merger dated September 8, 2025. Novartis will have its indirect wholly owned subsidiary, Torino Merger Sub Inc., commence a cash tender offer to purchase all outstanding Tourmaline common shares at $48.00 per share in cash, without interest and subject to applicable tax withholding, no later than September 29, 2025.

After Novartis’ subsidiary irrevocably accepts and pays for the tendered shares, and if specified conditions are satisfied or waived, a follow-on merger under Delaware law will occur without a stockholder vote, making Tourmaline an indirect wholly owned subsidiary of Novartis. The document also highlights extensive forward-looking risk factors around deal completion, regulatory approvals, integration challenges and potential effects on employees, partners and Tourmaline’s stock price, and urges shareholders to carefully read the forthcoming tender offer and Schedule 14D‑9 materials when available.

Novartis, through its subsidiary Torino Merger Sub Inc., plans a third-party tender offer to acquire all outstanding common shares of Tourmaline Bio, Inc. under a merger agreement dated September 8, 2025. The communication explains that the tender offer has not yet started and that formal offer materials will be filed on Schedule TO, while Tourmaline will respond on Schedule 14D-9. Investors are urged to carefully read the offer to purchase, letter of transmittal, related documents and Tourmaline’s recommendation statement when available, as these will contain important details before any decision to tender shares. The filing also includes extensive forward-looking statements language outlining risks that could affect the completion, timing and benefits of the proposed acquisition and references multiple Novartis and Tourmaline SEC reports for additional risk information.

Tourmaline Bio, Inc. has filed a Schedule 14D-9 communication describing a proposed acquisition by Novartis AG. Under a Merger Agreement dated September 8, 2025, a Novartis subsidiary will launch a cash tender offer to buy all outstanding Tourmaline common shares at $48.00 per share in cash, without interest and subject to tax withholding. The offer is expected to begin no later than September 29, 2025. After Novartis irrevocably accepts tendered shares and specified conditions are satisfied or waived, a follow-on merger under Delaware law would make Tourmaline an indirect wholly owned subsidiary of Novartis without a separate stockholder vote.

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.