Merger cash-out: Avidity Biosciences (RNA) officer’s options and shares disposed

Rhea-AI Filing Summary

Avidity Biosciences, Inc. reported that Chief Program Officer Kathleen P. Gallagher disposed of stock options and common shares in connection with the company’s merger with Novartis AG.

The filing shows multiple stock option awards labeled as “Stock Option (Right to Buy)” and 80,303 shares of Common Stock, including shares underlying previously reported restricted stock units, were transferred back to the issuer under the Agreement and Plan of Merger. According to the terms, the options were exchanged for cash equal to the merger consideration of $72.00 per share minus their exercise price, reflecting a cash-out as part of the merger close rather than open-market sales.

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^*

Gallagher Kathleen P.

(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 Program 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		80,303(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)	$25.12	02/27/2026		D			22,321	(2)	04/25/2031	Common Stock	22,321	(2)	0	D
Stock Option (Right to Buy)	$14.7	02/27/2026		D			13,829	(2)	01/19/2032	Common Stock	13,829	(2)	0	D
Stock Option (Right to Buy)	$16.65	02/27/2026		D			9,244	(2)	07/17/2032	Common Stock	9,244	(2)	0	D
Stock Option (Right to Buy)	$16.65	02/27/2026		D			13,352	(2)	07/17/2032	Common Stock	13,352	(2)	0	D
Stock Option (Right to Buy)	$22.47	02/27/2026		D			27,584	(2)	01/19/2033	Common Stock	27,584	(2)	0	D
Stock Option (Right to Buy)	$8.24	02/27/2026		D			42,480	(2)	08/19/2033	Common Stock	42,480	(2)	0	D
Stock Option (Right to Buy)	$10.16	02/27/2026		D			13,520	(2)	01/19/2034	Common Stock	13,520	(2)	0	D
Stock Option (Right to Buy)	$44	02/27/2026		D			16,000	(2)	08/29/2034	Common Stock	16,000	(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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Avidity Biosciences (RNA) disclose in this Form 4?

Avidity Biosciences reported that Chief Program Officer Kathleen P. Gallagher disposed of stock options and common shares. The disposition occurred as part of the company’s merger with Novartis AG under a previously signed Agreement and Plan of Merger.

How many Avidity Biosciences options were disposed of in the merger?

The Form 4 lists multiple “Stock Option (Right to Buy)” awards disposed of in issuer transactions. Each option grant was canceled under the merger terms and replaced with cash consideration based on the stated per-share merger price and each award’s exercise price.

What happened to Kathleen P. Gallagher’s Avidity common stock and RSUs?

The filing states that shares of Avidity common stock, including shares issuable upon settlement of previously reported restricted stock units, were disposed of. These securities were transferred pursuant to the merger agreement between Avidity, Novartis AG, and Ajax Acquisition Sub, Inc.

How were Avidity Biosciences stock options valued in the Novartis merger?

According to the disclosure, the options were disposed of in exchange for cash. Each option’s cash payment equaled the excess of the merger consideration of $72.00 per share over its exercise price, consistent with a standard cash-out treatment in an acquisition.

Does this Form 4 show open-market sales by Avidity’s officer?

No, the transactions are coded as dispositions to the issuer in connection with the merger. The securities and options were canceled or transferred for cash under the merger agreement, rather than being sold by the officer in open-market trades on an exchange.

Who is the insider involved in this Avidity Biosciences Form 4?

The reporting person is Kathleen P. Gallagher, identified as Chief Program Officer of Avidity Biosciences. The Form 4 records her direct ownership transactions in options and common stock that were disposed of as part of the cash merger with Novartis AG.