Avidity Biosciences (RNA) CSO sells 6,534 shares in tax sell-to-cover

Rhea-AI Filing Summary

Avidity Biosciences, Inc. Chief Scientific Officer W. Michael Flanagan reported automatic sales of common stock to cover taxes tied to restricted stock unit (RSU) vesting. On January 21, 2026, he sold 3,976 shares and 2,558 shares of Avidity common stock at $72.45 per share in separate transactions, totaling 6,534 shares.

These sales were required to satisfy tax withholding obligations under the company’s equity incentive plans through a mandated “sell-to-cover” arrangement and are described as not being discretionary trades. After the transactions, Flanagan directly owned 85,093 shares of Avidity common stock. The instruction letter for these automatic sales is intended to meet the affirmative defense conditions of Rule 10b5-1.

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

OMB Number:			3235-0287
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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^*

Flanagan W. Michael

(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. [ RNA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		S		3,976(1)	D	$72.45	87,651	D
Common Stock	01/21/2026		S		2,558(1)	D	$72.45	85,093	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 20, 2026 and the sale of the resulting shares of common stock on January 21, 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	01/23/2026
	** 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 Scientific Officer W. Michael Flanagan sold common stock in two transactions on January 21, 2026 to cover tax withholding obligations from RSU vesting.

How many Avidity Biosciences (RNA) shares did the CSO sell and at what price?

He sold 3,976 shares and 2,558 shares of Avidity Biosciences common stock, for a total of 6,534 shares, at a price of $72.45 per share in each transaction.

Why did Avidity’s Chief Scientific Officer sell RNA shares?

The filing states the sales represent shares required to be sold to satisfy tax withholding obligations related to the vesting of RSUs, under a mandated “sell-to-cover” election in the company’s equity incentive plans.

Were the Avidity Biosciences (RNA) insider sales discretionary trades?

No. The document explains that the sales do not represent discretionary trades by the reporting person but are mandated “sell-to-cover” transactions under the issuer’s equity incentive plans.

How many Avidity Biosciences (RNA) shares does the CSO hold after the transaction?

Following the reported transactions, W. Michael Flanagan directly beneficially owned 85,093 shares of Avidity Biosciences common stock.

Was a Rule 10b5-1 trading plan involved in this Avidity (RNA) Form 4?

Yes. The filing notes that the reporting person executed an instruction letter for automatic “sell-to-cover” sales that is intended to satisfy the affirmative defense conditions of Rule 10b5-1.