TRML Form 4: 518 shares tendered at $48; options cashed at spread
Rhea-AI Filing Summary
Tourmaline Bio (TRML) director reported the tender and disposition of common stock in connection with the Novartis acquisition. On 10/28/2025, 518 shares of common stock were disposed pursuant to the Merger Agreement for $48.00 per share.
All outstanding stock options held by the reporting person were canceled at closing and converted into cash equal to the spread over the merger price, including options for 20,000 shares at $9.46, 10,000 shares at $13.91, and 16,800 shares at $18.73. Following these transactions, the reporting person reported 0 shares and 0 derivative securities beneficially owned.
Positive
- None.
Negative
- None.
Insights
Director tendered shares at $48; options cashed for intrinsic value.
The filing records completion mechanics of the Novartis tender for a $48.00 per share cash consideration on October 28, 2025. The director’s 518 shares were disposed via the offer, and all listed options were canceled for cash equal to merger price minus strike, per the agreement.
This is administrative but confirms holder treatment: equity converted to cash and options monetized at intrinsic value. Actual proceeds depend on each option’s strike relative to $48.00. It aligns with standard public-company cash mergers and reflects no continuing equity stake after closing.
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 | -- |
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.
