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Form 4: Troy Wilson exercises options and disposes shares at $45 under 10b5-1

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Troy Edward Wilson, a director of Avidity Biosciences, Inc. (RNA), executed option exercises and share sales on 08/06/2025 under a previously adopted Rule 10b5-1 trading plan. He exercised 22,000 options at an exercise price of $12.03 and 7,500 options at $12.48, and sold shares at $45.00 per share pursuant to the plan.

Following the reported transactions the filing shows 69,425 shares held directly by the reporting person. The Form 4 also lists indirect beneficial ownership via several irrevocable trusts and a family trust, shown as 285,000, 285,000, 17,776, 17,776, 11,851, 11,851, and 13,711 shares. The filing states the 10b5-1 plan was adopted on December 4, 2024 and that all option shares were fully vested and exercisable at the time of exercise.

Positive

  • Transactions executed under a Rule 10b5-1 plan, providing a preplanned framework for insider trades
  • All option shares were fully vested and exercisable at the time of exercise, per the filing

Negative

  • Multiple share sales at $45.00 on 08/06/2025 reduced the reporting person's direct holdings to 69,425 shares
  • Large indirect holdings are held in several irrevocable trusts and a family trust, which may complicate consolidated ownership analysis

Insights

TL;DR Insider exercised vested options and sold shares under a 10b5-1 plan; direct holdings remain material.

The Form 4 reports option exercises of 22,000 and 7,500 shares at exercise prices of $12.03 and $12.48, respectively, with concurrent sales at $45.00 per share executed under a 10b5-1 plan adopted on 12/04/2024. The disclosure shows 69,425 shares held directly after the transactions and multiple blocks held indirectly via irrevocable and family trusts. This is a routine, preplanned liquidity event rather than an unplanned sale; it provides clear, itemized post-transaction ownership figures for investor review.

TL;DR Transactions were prearranged under a 10b5-1 plan and the filing confirms vesting status and trust-held indirect ownership.

The filing explicitly states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted on December 4, 2024, and that the option shares were fully vested and exercisable when exercised. The Form 4 also discloses several sizable indirect holdings held in named irrevocable trusts and a family trust, with the specific share counts listed. From a governance standpoint, the filing meets Section 16 transparency requirements by documenting the plan, exercise prices, sale price, and post-transaction beneficial ownership.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
WILSON TROY EDWARD

(Last) (First) (Middle)
C/O AVIDITY BIOSCIENCES, INC.
10578 SCIENCE CENTER DRIVE, SUITE 125

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avidity Biosciences, Inc. [ RNA ]
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)
08/06/2025
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 08/06/2025 M(1) 22,000 A $12.03 91,425 D
Common Stock 08/06/2025 S(1) 22,000 D $45 69,425 D
Common Stock 08/06/2025 M(1) 7,500 A $12.48 76,925 D
Common Stock 08/06/2025 S(1) 7,500 D $45 69,425 D
Common Stock 08/06/2025 S(1) 15,000 D $45 285,000 I By irrevocable trust 1
Common Stock 08/06/2025 S(1) 15,000 D $45 285,000 I By irrevocable trust 2
Common Stock 08/06/2025 S(1) 17,777 D $45 17,776 I By irrevocable trust 3
Common Stock 08/06/2025 S(1) 17,777 D $45 17,776 I By irrevocable trust 4
Common Stock 11,851 I By irrevocable trust 5
Common Stock 11,851 I By irrevocable trust 6
Common Stock 13,711 I By family trust
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) $12.03 08/06/2025 M(1) 22,000 (2) 06/14/2032 Common Stock 22,000 $0 0 D
Stock Option (Right to Buy) $12.48 08/06/2025 M(1) 7,500 (2) 06/14/2033 Common Stock 7,500 $0 14,500 D
Explanation of Responses:
1. All exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person on December 4, 2024.
2. All shares of common stock subject to this option were fully vested and exercisable as of the date of execution of this option by Reporting Person.
Remarks:
/s/ John B. Moriarty, Jr., J.D., Attorney-in-Fact 08/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What trades did the Avidity (RNA) insider report on the Form 4?

The Form 4 reports option exercises of 22,000 and 7,500 shares and concurrent sales of shares at $45.00 per share on 08/06/2025.

Were the option shares vested when exercised in the RNA Form 4?

Yes. The filing states all shares of common stock subject to these options were fully vested and exercisable as of the execution date.

Was the insider trading done under a trading plan for Avidity (RNA)?

Yes. The exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2024.

How many shares does the reporting person own directly after the transactions?

The Form 4 shows the reporting person holds 69,425 shares directly following the reported transactions.

Does the Form 4 disclose indirect ownership for Avidity (RNA)?

Yes. The filing lists indirect beneficial ownership held by several irrevocable trusts and a family trust with reported counts of 285,000, 285,000, 17,776, 17,776, 11,851, 11,851, and 13,711 shares.
Avidity Biosciences, Inc.

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11.26B
146.64M
4.78%
107.4%
13.66%
Biotechnology
Pharmaceutical Preparations
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United States
SAN DIEGO