Avidity Biosciences (RNA) HR chief cashes out equity in Novartis deal

Rhea-AI Filing Summary

Avidity Biosciences, Inc. reported that Chief Human Resources Officer Teresa McCarthy disposed of company equity in connection with the previously agreed merger with Novartis AG. The filing shows an issuer disposition of multiple stock option awards and 165,296 shares of Common Stock, including shares underlying previously reported restricted stock units.

According to the merger terms, each reported share of Common Stock was converted into the cash merger consideration of $72.00 per share. The stock options were canceled in exchange for a cash payment equal to the excess of the $72.00 merger price over their exercise price, indicating these were cash-settled, merger-related transactions rather than open-market trades.

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^*

McCarthy Teresa

(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 Human Resources 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		165,296(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)	$29	02/27/2026		D			106,000	(2)	08/23/2030	Common Stock	106,000	(2)	0	D
Stock Option (Right to Buy)	$22.34	02/27/2026		D			65,000	(2)	02/01/2031	Common Stock	65,000	(2)	0	D
Stock Option (Right to Buy)	$14.22	02/27/2026		D			57,500	(2)	01/20/2032	Common Stock	57,500	(2)	0	D
Stock Option (Right to Buy)	$22.47	02/27/2026		D			108,000	(2)	01/19/2033	Common Stock	108,000	(2)	0	D
Stock Option (Right to Buy)	$6.57	02/27/2026		D			54,000	(2)	09/10/2033	Common Stock	54,000	(2)	0	D
Stock Option (Right to Buy)	$10.16	02/27/2026		D			78,000	(2)	01/19/2034	Common Stock	78,000	(2)	0	D
Stock Option (Right to Buy)	$31.42	02/27/2026		D			50,000	(2)	01/05/2035	Common Stock	50,000	(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 activity did Avidity Biosciences (RNA) report in this Form 4?

The Form 4 reports that Chief Human Resources Officer Teresa McCarthy disposed of Avidity Biosciences equity in connection with a merger. She transferred multiple stock option awards and 165,296 shares of Common Stock back to the issuer for cash consideration tied to the merger terms.

Was Teresa McCarthy’s Avidity Biosciences (RNA) Form 4 a market sale of shares?

No, the Form 4 describes an issuer disposition tied to a merger, not an open-market sale. Her shares and options were canceled or converted for cash under the merger agreement, rather than being sold on the public market to third-party buyers.

How many Avidity Biosciences (RNA) common shares did Teresa McCarthy dispose of?

Teresa McCarthy disposed of 165,296 shares of Avidity Biosciences Common Stock. This total includes both directly held shares and shares issuable upon settlement of previously reported restricted stock units, all converted into cash under the merger agreement terms.

How were Avidity Biosciences (RNA) stock options treated in this insider transaction?

The reported stock options were canceled under the merger agreement and exchanged for cash. Each option generated a payment equal to the difference between the cash merger consideration of $72.00 per share and the option’s exercise price, effectively cashing out their intrinsic value.

What merger terms affected Teresa McCarthy’s Avidity Biosciences (RNA) holdings?

Her holdings were affected by the Agreement and Plan of Merger among Novartis AG, Ajax Acquisition Sub, Inc., and Avidity Biosciences. Under this deal, each share of Common Stock was converted into $72.00 cash, and outstanding options were paid out based on that same $72.00 merger price.

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

The insider is Teresa McCarthy, Avidity Biosciences’ Chief Human Resources Officer. The Form 4 details her disposition of company stock and stock options to the issuer, executed pursuant to the company’s previously signed merger agreement with Novartis AG and its acquisition subsidiary.