Avidity Biosciences (RNA) CTO equity disposed in $72 Novartis merger

Rhea-AI Filing Summary

Avidity Biosciences, Inc. Chief Technical Officer Charles Calderaro III reported disposing of company equity in connection with the planned acquisition by Novartis AG. He surrendered 98,547 shares of Common Stock (including shares underlying previously reported restricted stock units) and 80,000 stock options to the issuer pursuant to a Merger Agreement dated October 25, 2025. The options were cashed out for the excess of the merger consideration of $72.00 per share over their exercise price, reflecting merger-related settlement rather than open-market trading.

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^*

Calderaro Charles III

(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)

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

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		98,547(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)	$31.42	02/27/2026		D			80,000	(2)	01/05/2035	Common Stock	80,000	(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) report on this Form 4?

The Form 4 reports that Chief Technical Officer Charles Calderaro III disposed of Avidity Biosciences equity. He surrendered 98,547 shares of Common Stock and 80,000 stock options back to the issuer in connection with the company’s merger agreement with Novartis AG.

Was the Avidity Biosciences (RNA) Form 4 a stock sale on the open market?

No, the Form 4 shows a disposition to the issuer, not an open-market sale. The shares and options were surrendered pursuant to a Merger Agreement, with options cashed out based on the $72.00 per share merger consideration.

How many Avidity Biosciences (RNA) common shares did the CTO dispose of?

Chief Technical Officer Charles Calderaro III reported disposing of 98,547 shares of Avidity Biosciences Common Stock. This figure includes shares issuable upon settlement of previously reported restricted stock units, all transferred to the issuer under the Novartis merger terms.

What happened to Avidity Biosciences (RNA) stock options in this insider filing?

The Form 4 shows 80,000 Avidity Biosciences stock options disposed of to the issuer. Under the Merger Agreement, these options were exchanged for a cash payment equal to the excess of the $72.00 merger consideration over each option’s exercise price.

Which merger is referenced in this Avidity Biosciences (RNA) Form 4?

The Form 4 references an Agreement and Plan of Merger dated October 25, 2025, among Novartis AG, Ajax Acquisition Sub, Inc. (a Novartis subsidiary), and Avidity Biosciences, Inc., which governs the cash-out and disposition of the reported securities.

How is the $72.00 merger consideration used in the Avidity Biosciences (RNA) option payout?

For the reported options, the holder receives a cash payment equal to the excess of the $72.00 per share merger consideration over the applicable exercise price. This mechanism converts option value into cash as part of the Novartis acquisition.