Merger cash-out: Avidity Biosciences (RNA) director records share disposals

Rhea-AI Filing Summary

Avidity Biosciences director Edward M. Kaye, MD reported multiple dispositions of stock options and common shares to the company in connection with its acquisition by Novartis. The filing shows stock options and common stock were transferred to the issuer under a merger agreement with Novartis and Ajax Acquisition Sub.

According to the footnotes, the common shares (including those underlying previously reported restricted stock units) were disposed of pursuant to the Agreement and Plan of Merger dated October 25, 2025. The reported stock options were cashed out for a payment equal to the excess of the merger consideration of $72.00 per share over their exercise prices.

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^*

Kaye Edward M. MD

(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 does the latest Form 4 for Avidity Biosciences (RNA) report?

The Form 4 reports that director Edward M. Kaye, MD disposed of stock options and common shares to the issuer. These transactions occurred in connection with Avidity Biosciences’ merger with Novartis, under an Agreement and Plan of Merger dated October 25, 2025.

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

The reported stock options were disposed of and exchanged for cash under the merger agreement. Each option generated a cash payment equal to the excess of the merger consideration of $72.00 per share over its exercise price, effectively cashing out the in-the-money value.

What common stock transactions did Edward M. Kaye report for Avidity Biosciences (RNA)?

He reported a disposition of common stock, including shares issuable from previously reported restricted stock units. The shares were transferred pursuant to the terms of the merger agreement among Novartis, Ajax Acquisition Sub, Inc., and Avidity Biosciences, as part of the overall acquisition structure.

Who is the insider in this Avidity Biosciences (RNA) Form 4 filing?

The insider is Edward M. Kaye, MD, who is identified as a director of Avidity Biosciences. The filing shows his direct ownership saw multiple issuer-directed dispositions of both stock options and common shares linked to completion of the Novartis merger transaction.

What is the merger consideration mentioned in the Avidity Biosciences (RNA) Form 4?

The Form 4 footnotes state a merger consideration of $72.00 per share. This amount was used to calculate cash payments for the disposed stock options, with holders receiving the difference between $72.00 and each option’s exercise price, where that difference was positive.

Are the reported Avidity Biosciences (RNA) dispositions open-market sales?

No, the transactions are classified as dispositions to the issuer rather than open-market sales. They occurred under the merger agreement with Novartis, where stock options and common shares were surrendered or converted as part of the acquisition consideration structure.