Avidity (NASDAQ: RNA) CFO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Avidity Biosciences, Inc. Chief Financial Officer Michael F. MacLean reported automatic sales of common stock to cover taxes on vested RSUs. On January 21, 2026, he sold 1,807 shares of Avidity common stock at $72.45 per share, followed by a sale of 2,735 shares at the same price. After these transactions, he directly owned 59,290 shares of common stock.

According to the footnote, these transactions represent shares sold to satisfy tax withholding obligations arising from RSUs that vested on January 20, 2026. The sales were mandated under the company’s equity incentive plans as “sell-to-cover” transactions, executed under an instruction letter designed to meet the affirmative defense conditions of Rule 10b5-1, and are described as non-discretionary trades by the CFO.

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^*

MacLean Michael F

(Last) (First) (Middle)

C/O AVIDITY BIOSCIENCES, INC.

3020 CALLAN ROAD

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

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	01/21/2026		S		1,807(1)	D	$72.45	62,025	D
Common Stock	01/21/2026		S		2,735(1)	D	$72.45	59,290	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 20, 2026 and the sale of the resulting shares of common stock on January 21, 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	01/23/2026
	** 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 insider transaction did Avidity Biosciences (RNA) report?

Avidity Biosciences (RNA) reported that its Chief Financial Officer, Michael F. MacLean, sold shares of common stock on January 21, 2026. Two sales were reported: 1,807 shares at $72.45 per share and 2,735 shares at $72.45 per share.

How many Avidity Biosciences (RNA) shares does the CFO hold after the Form 4 trades?

After the reported sell-to-cover transactions, Chief Financial Officer Michael F. MacLean beneficially owned 59,290 shares of Avidity Biosciences common stock, held directly.

Why did the Avidity Biosciences (RNA) CFO sell shares on January 21, 2026?

The footnote explains that the shares sold on January 21, 2026 were required to cover tax withholding obligations tied to the vesting of RSUs on January 20, 2026. The company’s equity incentive plans mandate funding these taxes through a “sell-to-cover” transaction.

Were the Avidity Biosciences (RNA) CFO’s stock sales discretionary trades?

No. The filing states that the sales “do not represent a discretionary trade” by the CFO. They were mandated under the issuer’s equity incentive plans as automatic sell-to-cover transactions to satisfy tax withholding obligations.

Were the Avidity Biosciences (RNA) CFO’s sell-to-cover trades under Rule 10b5-1?

Yes. The footnote notes that the CFO executed an instruction letter for the automatic sale of the sell-to-cover shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.

What role does Michael F. MacLean hold at Avidity Biosciences (RNA)?

According to the Form 4, Michael F. MacLean is an officer of Avidity Biosciences, serving as its Chief Financial Officer. He is not listed as a director or 10% owner in this filing.