Avidity Biosciences (RNA) CFO exits equity in Novartis buyout

Rhea-AI Filing Summary

Avidity Biosciences chief financial officer Michael F. MacLean reported disposing of company equity in connection with the company’s merger with Novartis AG. The filing shows multiple dispositions of stock options and 133,977 shares of common stock as issuer dispositions, rather than open-market sales.

According to the disclosure, the common shares, including shares issuable from previously reported restricted stock units, were disposed of under the October 25, 2025 Merger Agreement among Novartis, Ajax Acquisition Sub, Inc., and Avidity Biosciences. The reported stock options were cancelled in exchange for cash equal to the merger consideration of $72.00 per share minus each option’s exercise price.

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^*

MacLean Michael F

(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 Financial 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		133,977(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)	$22.34	02/27/2026		D			92,000	(2)	02/01/2031	Common Stock	92,000	(2)	0	D
Stock Option (Right to Buy)	$14.22	02/27/2026		D			131,250	(2)	01/20/2032	Common Stock	131,250	(2)	0	D
Stock Option (Right to Buy)	$22.47	02/27/2026		D			148,000	(2)	01/19/2033	Common Stock	148,000	(2)	0	D
Stock Option (Right to Buy)	$6.57	02/27/2026		D			60,125	(2)	09/10/2033	Common Stock	60,125	(2)	0	D
Stock Option (Right to Buy)	$10.16	02/27/2026		D			106,000	(2)	01/19/2034	Common Stock	106,000	(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 did Avidity Biosciences (RNA) disclose about Michael MacLean’s equity?

Avidity Biosciences disclosed that CFO Michael F. MacLean disposed of multiple stock option awards and 133,977 common shares as issuer dispositions. These transactions occurred in connection with the company’s merger under a previously signed agreement with Novartis AG and its acquisition subsidiary.

Were Michael MacLean’s Avidity Biosciences (RNA) transactions open-market sales?

No, the transactions are reported as dispositions to the issuer, not open-market sales. The common shares and options were disposed of pursuant to the Merger Agreement with Novartis AG and Ajax Acquisition Sub, Inc., rather than through ordinary trading on a securities exchange.

How were Avidity Biosciences (RNA) stock options treated in the Novartis merger?

The reported Avidity Biosciences stock options held by Michael MacLean were cancelled under the Merger Agreement. In exchange, he became entitled to a cash payment equal to the excess of the merger consideration of $72.00 per share over each option’s exercise price.

What happened to Michael MacLean’s Avidity Biosciences (RNA) common shares?

Michael MacLean’s reported common shares, including shares issuable from previously reported restricted stock units, were disposed of under the Merger Agreement. They were treated as issuer dispositions in connection with Novartis AG’s acquisition of Avidity Biosciences through Ajax Acquisition Sub, Inc.

What merger agreement is referenced in the Avidity Biosciences (RNA) Form 4?

The filing references an Agreement and Plan of Merger dated October 25, 2025 among Novartis AG, Ajax Acquisition Sub, Inc., and Avidity Biosciences. This agreement governs the treatment of Michael MacLean’s common shares and stock options in the reported dispositions.

What merger consideration is cited for Avidity Biosciences (RNA) equity?

The Form 4 footnote states that the stock options were exchanged for cash based on merger consideration of $72.00 per share. Each option’s cash payment equals $72.00 minus its exercise price, consistent with the terms of the merger transaction with Novartis AG.