Avidity Biosciences (RNA) CFO uses sell-to-cover plan for RSU tax sale

Rhea-AI Filing Summary

Avidity Biosciences Chief Financial Officer Michael F. MacLean reported an automatic sale of company stock related to equity compensation. On January 7, 2026, he sold 1,974 shares of Avidity Biosciences common stock at $72.23 per share, leaving him with 63,832 shares directly owned after the transaction.

According to the disclosure, these shares were sold solely to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs) on January 6, 2026. The sale was executed as a mandated “sell-to-cover” transaction under the company’s equity incentive plans and was carried out under an instruction letter intended to satisfy the affirmative defense conditions of Rule 10b5-1, meaning it was not a discretionary trade by the CFO.

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

OMB APPROVAL

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

X

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^*

MacLean Michael F

(Last) (First) (Middle)

C/O AVIDITY BIOSCIENCES, INC.

3020 CALLAN ROAD

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		S		1,974(1)	D	$72.23	63,832	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

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs on January 6, 2026 and the sale of the resulting shares of common stock on January 7, 2026. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person has executed an instruction letter for the automatic sale of such "sell-to-cover" shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.

Remarks:

	/s/ John B. Moriarty, Jr., J.D., Attorney-in-Fact	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Avidity Biosciences (RNA) disclose?

Avidity Biosciences disclosed that Chief Financial Officer Michael F. MacLean sold 1,974 shares of common stock on January 7, 2026 at $72.23 per share.

Why did Avidity Biosciences (RNA) CFO Michael MacLean sell 1,974 shares?

The 1,974 shares were sold to cover tax withholding obligations from the vesting of RSUs on January 6, 2026, as part of a mandated “sell-to-cover” arrangement under the company’s equity incentive plans.

Was the Avidity Biosciences (RNA) CFO’s stock sale a discretionary trade?

No. The filing states the sale “does not represent a discretionary trade” and was mandated by the issuer’s election to fund tax withholding through a sell-to-cover transaction.

How many Avidity Biosciences (RNA) shares does the CFO hold after the sale?

After selling 1,974 shares, Chief Financial Officer Michael F. MacLean beneficially owns 63,832 shares of Avidity Biosciences common stock directly.

Was the Avidity Biosciences (RNA) insider sale under a Rule 10b5-1 plan?

Yes. The disclosure notes that the CFO executed an instruction letter for the automatic sale of these sell-to-cover shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.