Tourmaline Bio director logs $48/share tender, options cashed out
Rhea-AI Filing Summary
Tourmaline Bio (TRML) director reported insider transactions tied to the Novartis acquisition. On October 28, 2025, shares were disposed pursuant to the Merger Agreement after Merger Sub completed a cash tender offer at $48.00 per share.
The filing shows disposition of 515,997 shares held directly and 431,939 shares held indirectly through KVP Capital, LP. In addition, stock options were canceled for cash per the agreement: 10,000 options at a $9.46 exercise price, 10,000 options at $13.91, and 16,800 options at $18.73. Each option converted into cash equal to $48.00 minus its exercise price, multiplied by the number of underlying shares, subject to tax withholding.
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Insights
Insider Form 4 confirms tender at $48 and option cash-out mechanics.
The report documents a director’s tendered common shares and automatic option cancellations executed under the Merger Agreement with Novartis. The common shares were exchanged at $48.00 per share following completion of the tender offer on October 28, 2025.
Option awards were converted to cash based on the disclosed formula: the difference between $48.00 and each option’s exercise price, times the underlying shares. This is a standard cash-out treatment at deal close.
As a Form 4, this is administrative confirmation of closing mechanics rather than a new capital event. Market impact depends on previously announced merger terms, with no new financial guidance provided here.
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) | 10,000 | $0.00 | -- |
| Disposition | Employee Stock Option (Right to Buy) | 16,800 | $0.00 | -- |
| U | Common Stock | 515,997 | $0.00 | -- |
| U | Common Stock | 431,939 | $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. These shares are held by KVP. The Reporting Person is the Managing Member of KVP Capital GP, LLC, the General Partner of KVP and, as such, has sole voting and investment power with respect to the shares held by KVP. The Reporting Person disclaims beneficial ownership of the shares held by KVP except to the extent of his pecuniary interest therein and this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. 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.
