W. Bradford Middlekauff - 28 Oct 2025 Form 4 Insider Report for Tourmaline Bio, Inc. (TRML)

Role
CBO, GC and Secretary
Signature
/s/ W. Bradford Middlekauff
Issuer symbol
TRML
Transactions as of
28 Oct 2025
Net transactions value
$0
Form type
4
Filing time
28 Oct 2025, 18:30:09 UTC
Previous filing
29 Jan 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
MIDDLEKAUFF W BRADFORD CBO, GC and Secretary C/O TOURMALINE BIO, INC., 27 WEST 24TH STREET, SUITE 702, NEW YORK /s/ W. Bradford Middlekauff 28 Oct 2025 0001214501

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRML Common Stock Disposition pursuant to a tender of shares in a change of control transaction -60,988 -88% 8,213 28 Oct 2025 Direct F1, F2
transaction TRML Common Stock Disposed to Issuer -8,213 -100% 0 28 Oct 2025 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TRML Employee Stock Option (Right to Buy) Disposed to Issuer -124,991 -100% 0 28 Oct 2025 Common Stock 124,991 $7.90 Direct F1, F4
transaction TRML Employee Stock Option (Right to Buy) Disposed to Issuer -46,774 -100% 0 28 Oct 2025 Common Stock 46,774 $9.46 Direct F1, F4
transaction TRML Employee Stock Option (Right to Buy) Disposed to Issuer -58,000 -100% 0 28 Oct 2025 Common Stock 58,000 $17.00 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

W. Bradford Middlekauff is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 Pursuant to the terms of the Merger Agreement, each Share was tendered in exchange for $48.00 in cash per Share.
F3 Pursuant to the terms of the Merger Agreement, each restricted Share outstanding and subject to the Issuer's repurchase right as of immediately prior to the Effective Time became fully vested effective as of immediately prior to the Effective Time, and, by virtue of the merger and net of any applicable withholding taxes, was treated as a Share for all purposes under the terms of the Merger Agreement.
F4 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.