Talaris Therapeutics, Inc. announced the special dividend, which the Company estimates will be $1.5118 per share of Talaris common stock, will be payable in cash. The exact amount of the special dividend will be calculated after deducting certain cash amounts as set forth in the Merger Agreement. The ex-dividend date in respect of such special cash dividend will be before market open on October 20, 2023.

As such, only the stockholders of record as of October 16, 2023, record date for the Special Dividend, that continue to hold their eligible shares of Talaris until market open on October 20, 2023 will be entitled to the dividend payment. The Special Dividend will not exceed an amount equal to $67.5 million, net of the Aggregate Cash Amount (as defined in the Merger Agreement). Payment of the special dividend is conditioned upon the closing of the Merger with Tourmaline, which remains subject to the approval of Talaris?

stockholders and other closing conditions. The special meeting of Talaris? stockholders to consider and vote upon the Merger is scheduled for October 17, 2023 with closing expected to occur after market close on October 19, 2023, assuming the transaction is approved by the Talaris stockholders and the satisfaction or waiver of all conditions under the Merger Agreement.