Avidity Biosciences (RNA) director cashes out options in Novartis deal

Rhea-AI Filing Summary

Avidity Biosciences director Noreen Henig reported multiple dispositions of stock options and common stock of Avidity Biosciences. The securities were surrendered to the company in connection with a planned merger under an Agreement and Plan of Merger with Novartis AG. According to the filing, the reported options were canceled under the merger terms in exchange for cash equal to the excess of the merger consideration of $72.00 over each option’s exercise price, leaving no remaining holdings from these awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Henig Noreen

(Last) (First) (Middle)

C/O AVIDITY BIOSCIENCES, INC.

3020 CALLAN RD.

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Avidity Biosciences, Inc. [ RNAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/27/2026		D		6,692(1)	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$33.62	02/27/2026		D			10,034	(2)	06/09/2035	Common Stock	10,034	(2)	0	D
Stock Option (Right to Buy)	$39.96	02/27/2026		D			13,489	(2)	06/12/2034	Common Stock	13,489	(2)	0	D
Stock Option (Right to Buy)	$12.48	02/27/2026		D			22,000	(2)	06/14/2033	Common Stock	22,000	(2)	0	D
Stock Option (Right to Buy)	$12.03	02/27/2026		D			22,000	(2)	06/14/2032	Common Stock	22,000	(2)	0	D
Stock Option (Right to Buy)	$26.09	02/27/2026		D			15,000	(2)	06/15/2031	Common Stock	15,000	(2)	0	D
Stock Option (Right to Buy)	$8.82	02/27/2026		D			11,323	(2)	05/14/2030	Common Stock	11,323	(2)	0	D
Stock Option (Right to Buy)	$0.42	02/27/2026		D			9,534	(2)	08/27/2029	Common Stock	9,534	(2)	0	D

Explanation of Responses:

1. The reported securities represent shares of Common Stock (inclusive of shares of Common Stock issuable upon settlement of previously reported restricted stock units) disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of October 25, 2025 (the "Merger Agreement"), among Novartis AG ("Novartis"), Ajax Acquisition Sub, Inc., an indirect wholly owned subsidiary of Novartis, and the Issuer.

2. The reported Options were disposed of, pursuant to the Merger Agreement, in exchange for a cash payment equal to the excess of the merger consideration of $72.00 over the exercise price.

	/s/ John B. Moriarty, Jr., J.D., Attorney-in-Fact	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Avidity Biosciences (RNA) director Noreen Henig report?

Noreen Henig reported disposing of stock options and common stock in Avidity Biosciences. The securities were surrendered to the issuer under a merger agreement, with options exchanged for cash based on a merger consideration of $72.00 above each option’s exercise price.

How were Avidity Biosciences (RNA) stock options treated in the Novartis merger?

The reported Avidity Biosciences stock options were disposed of under the merger agreement with Novartis. Each option was exchanged for a cash payment equal to the excess of the merger consideration of $72.00 over its exercise price, effectively cashing out those awards.

What happened to Noreen Henig’s Avidity Biosciences (RNA) common shares in this filing?

The filing shows common stock, including shares issuable from previously reported restricted stock units, was disposed of pursuant to the merger agreement. These securities were transferred under the Novartis transaction, resulting in no remaining shares from those reported awards after completion of the dispositions.

Which companies are involved in the Avidity Biosciences (RNA) merger referenced in the insider filing?

The merger involves Avidity Biosciences, Novartis AG, and Ajax Acquisition Sub, Inc., an indirect wholly owned subsidiary of Novartis. Their Agreement and Plan of Merger dated October 25, 2025 governs the treatment of the reported Avidity Biosciences securities in this insider transaction.

Did Noreen Henig receive cash for Avidity Biosciences (RNA) options in this transaction?

Yes. The filing states the reported stock options were disposed of in exchange for a cash payment. That payment equaled the excess of the merger consideration of $72.00 over each option’s exercise price, reflecting the agreed value in the merger with Novartis.