Avidity Biosciences (RNA) CMO options cashed out in $72 Novartis buyout

Rhea-AI Filing Summary

Avidity Biosciences’ Chief Medical Officer, Steven George Hughes, reported the disposition of his equity in connection with the company’s merger with Novartis. The filing shows shares of Common Stock, including shares underlying previously reported restricted stock units, were disposed of pursuant to an Agreement and Plan of Merger among Novartis AG, Ajax Acquisition Sub, Inc., and Avidity Biosciences. Several stock option grants were also disposed of. Under the merger terms, these options were exchanged for cash equal to the excess of the merger consideration of $72.00 per share over each option’s exercise price, reflecting a cash-out of his options and common stock as part of the transaction.

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^*

Hughes Steven George

(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 Medical 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		115,857(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)	$15.96	02/27/2026		D			73,342	(2)	02/13/2032	Common Stock	73,342	(2)	0	D
Stock Option (Right to Buy)	$22.47	02/27/2026		D			74,000	(2)	01/19/2033	Common Stock	74,000	(2)	0	D
Stock Option (Right to Buy)	$6.57	02/27/2026		D			49,333	(2)	09/10/2033	Common Stock	49,333	(2)	0	D
Stock Option (Right to Buy)	$10.16	02/27/2026		D			68,458	(2)	01/19/2034	Common Stock	68,458	(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 does the Avidity Biosciences (RNA) Form 4 for Steven Hughes report?

The Form 4 reports that Chief Medical Officer Steven George Hughes disposed of Avidity Biosciences equity in connection with a merger with Novartis. His common stock and stock options were cashed out under the merger agreement’s terms, rather than sold on the open market.

How were Steven Hughes’ Avidity Biosciences common shares treated in the Novartis deal?

His common shares, including those issuable from previously reported restricted stock units, were disposed of under the merger agreement with Novartis. These shares were converted into merger consideration rather than remaining as Avidity stock, aligning his holdings with the agreed transaction terms.

What happened to the Avidity Biosciences stock options held by Steven Hughes?

The stock options were disposed of pursuant to the merger agreement and exchanged for cash. The cash payment equaled the excess of the merger consideration of $72.00 per share over each option’s exercise price, effectively cashing out the in-the-money value of those options.

Was Steven Hughes’ Form 4 transaction a market sale of Avidity Biosciences shares?

No, the transactions are coded as dispositions to the issuer under the merger agreement, not open market sales. The equity was converted into cash consideration as part of the agreed merger with Novartis, rather than being sold through normal stock market trading.

What is the merger consideration referenced in the Avidity Biosciences Form 4 footnotes?

The footnotes state that the merger consideration is $72.00 per share. For options, the cash paid equaled $72.00 minus the option’s exercise price, providing a cash settlement of the intrinsic value created by the Novartis acquisition of Avidity Biosciences.

Who are the parties to the merger involving Avidity Biosciences (RNA)?

The merger agreement is among Novartis AG, Ajax Acquisition Sub, Inc. (an indirect wholly owned subsidiary of Novartis), and Avidity Biosciences. The Form 4 notes that the reported dispositions occurred pursuant to the terms of this agreement and plan of merger.