Ryan F. Robinson - 28 Oct 2025 Form 4 Insider Report for Tourmaline Bio, Inc. (TRML)

Role
CFO
Signature
/s/ Brad Middlekauff, Attorney-in-Fact
Issuer symbol
TRML
Transactions as of
28 Oct 2025
Net transactions value
$0
Form type
4
Filing time
28 Oct 2025, 18:30:07 UTC
Previous filing
24 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Robinson Ryan F. CFO C/O TOURMALINE BIO, INC., 27 WEST 24TH STREET, SUITE 702, NEW YORK /s/ Brad Middlekauff, Attorney-in-Fact 28 Oct 2025 0001997834

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 -14,366 -100% 0 28 Oct 2025 Direct F1, F2

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 -25,845 -100% 0 28 Oct 2025 Common Stock 25,845 $13.92 Direct F1, F3
transaction TRML Employee Stock Option (Right to Buy) Disposed to Issuer -16,000 -100% 0 28 Oct 2025 Common Stock 16,000 $9.46 Direct F1, F3
transaction TRML Employee Stock Option (Right to Buy) Disposed to Issuer -76,400 -100% 0 28 Oct 2025 Common Stock 76,400 $14.21 Direct F1, F3
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, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ryan F. Robinson 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 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.