Novartis buyout: Avidity Biosciences (NASDAQ: RNA) director’s equity cashed out

Rhea-AI Filing Summary

Avidity Biosciences director Arthur A. Levin reported the cash-out of his equity in connection with the company’s merger with Novartis AG. On February 27, 2026, multiple stock options and shares of common stock were disposed of to the issuer under an Agreement and Plan of Merger dated October 25, 2025.

The filing shows dispositions of stock options and common stock, including 16,562 shares of common stock held directly and 131,372 shares held indirectly by a family trust. The footnotes state that options were cancelled in exchange for cash equal to the excess of the $72.00 per-share merger consideration over their exercise prices, and that common stock (including shares issuable from previously reported restricted stock units) was disposed of pursuant to the merger terms.

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^*

LEVIN ARTHUR A

(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)

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

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		16,562(1)	D	(1)	0	D
Common Stock	02/27/2026		D		131,372(1)	D	(1)	0	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)	$33.62	02/27/2026		D			10,034	(2)	06/09/2035	Common Stock	10,034	(2)	0	D
Stock Option (Right to Buy)	$39.96	02/27/2026		D			13,489	(2)	06/12/2034	Common Stock	13,489	(2)	0	D
Stock Option (Right to Buy)	$22.47	02/27/2026		D			144,000	(2)	01/19/2033	Common Stock	144,000	(2)	0	D
Stock Option (Right to Buy)	$14.22	02/27/2026		D			115,500	(2)	01/20/2032	Common Stock	115,500	(2)	0	D
Stock Option (Right to Buy)	$22.34	02/27/2026		D			12,500	(2)	02/01/2031	Common Stock	12,500	(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 insider activity did Avidity Biosciences (RNA) report in this Form 4?

Avidity Biosciences reported that director Arthur A. Levin disposed of stock options and common shares to the issuer. These transactions occurred as part of the closing of a merger with Novartis AG, rather than through open-market trades.

How is the Novartis merger reflected in Arthur Levin’s Avidity Biosciences (RNA) holdings?

Levin’s Avidity equity was effectively cashed out through the Novartis merger. His common stock, restricted stock units and stock options were disposed of to the issuer under the merger agreement, with options converted into cash based on the agreed merger consideration.

What price per share was used for Avidity Biosciences (RNA) options in this Form 4?

The filing states a merger consideration of $72.00 per share for option payouts. Each reported stock option was cancelled in exchange for cash equal to $72.00 minus its exercise price, consistent with the terms of the merger agreement.

Were Avidity Biosciences (RNA) shares held through a family trust affected in this filing?

Yes, common shares held indirectly through a family trust were disposed of. The Form 4 reports 131,372 shares of common stock held "By family trust" as being transferred to the issuer in connection with the Novartis merger transaction.

Did Arthur Levin sell Avidity Biosciences (RNA) stock on the open market?

No, the transactions were issuer dispositions tied to a merger. The Form 4 classifies them as dispositions to the issuer under the Novartis merger agreement, rather than open-market purchases or sales on a stock exchange.

What types of Avidity Biosciences (RNA) securities are covered in this Form 4?

The Form 4 covers both common stock and stock options. It notes that common shares (including those underlying previously reported restricted stock units) and several tranches of stock options were disposed of to the issuer as part of the Novartis acquisition.