Avidity Biosciences (RNA) CSO sale covers RSU tax withholding obligations

Rhea-AI Filing Summary

Avidity Biosciences, Inc. Chief Scientific Officer Michael W. Flanagan reported an automatic sale of common stock primarily to pay taxes on vested equity. On January 7, 2026, he sold 2,373 shares of Avidity Biosciences common stock at $72.23 per share. According to the disclosure, these shares were sold to cover tax withholding obligations arising from restricted stock units that vested on January 6, 2026, under a required “sell-to-cover” arrangement in the company’s equity incentive plans, and the transaction is described as non‑discretionary. After this sale, he beneficially owned 91,627 shares of common stock directly. The instruction letter for these sell-to-cover trades is intended to satisfy the affirmative defense conditions of Rule 10b5-1.

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
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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^*

Flanagan W. Michael

(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. [ RNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		S		2,373(1)	D	$72.23	91,627	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

Explanation of Responses:

1. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs on January 6, 2026 and the sale of the resulting shares of common stock on January 7, 2026. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person has executed an instruction letter for the automatic sale of such "sell-to-cover" shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.

Remarks:

	/s/ John B. Moriarty, Jr., J.D., Attorney-in-Fact	01/09/2026
	** 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 did Avidity Biosciences (RNA) disclose in this Form 4 filing?

The filing reports that Chief Scientific Officer Michael W. Flanagan sold 2,373 shares of Avidity Biosciences common stock on January 7, 2026 in a transaction related to equity compensation.

What was the purpose of Michael W. Flanagans stock sale at Avidity Biosciences (RNA)?

The 2,373-share sale was to cover tax withholding obligations arising from the vesting of RSUs on January 6, 2026, under a mandated sell-to-cover arrangement in the companys equity incentive plans.

At what price were the Avidity Biosciences (RNA) shares sold in the reported transaction?

The 2,373 shares of Avidity Biosciences common stock were sold at a price of $72.23 per share on January 7, 2026.

How many Avidity Biosciences (RNA) shares does the CSO hold after this Form 4 transaction?

Following the reported sale, Chief Scientific Officer Michael W. Flanagan beneficially owned 91,627 shares of Avidity Biosciences common stock directly.

Was the Avidity Biosciences (RNA) insider trade discretionary?

The disclosure states the sale was mandated by the issuers equity incentive plan as a sell-to-cover tax transaction and does not represent a discretionary trade by the reporting person.

Is the Avidity Biosciences (RNA) CSOs trade connected to a Rule 10b5-1 plan?

Yes. The filing explains that the reporting person executed an instruction letter for automatic sell-to-cover trades intended to satisfy the affirmative defense conditions of Rule 10b5-1.