BOESS CARSTEN 4
4 · Avidity Biosciences, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Avidity (RNAM) Director Carsten Boess Sells 110,073 Shares in Merger
What Happened
Carsten Boess, a director of Avidity Biosciences, disposed of a total of 110,073 shares (including derivative securities) on 2026-02-27 pursuant to the parties' Merger Agreement with Novartis. The filing lists multiple dispositions to the issuer; the report shows 6,692 shares of Common Stock and 103,381 shares represented by derivatives (options/RSUs) surrendered. The Form 4 lists no per-share sale price (N/A), but the Merger Agreement sets merger consideration at $72.00 per share — valuing 110,073 shares at approximately $7,925,256 in gross consideration. Per the filing footnotes, options were cashed out for the excess of the $72 merger consideration over their exercise prices.
Key Details
- Transaction date and filing date: 2026-02-27 (reported same day). Transaction code: D (Disposition to issuer).
- Breakdown: 6,692 shares of Common Stock (includes RSU settlements per footnote) and 103,381 shares/units from derivative holdings (options/RSUs) surrendered.
- Price listed on Form 4: N/A; merger consideration per Merger Agreement = $72.00/share. Valuation of disposed securities ≈ $7.93M if measured at $72/share; option cashouts were equal to (72 − exercise price) per option (per footnote).
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
- Footnotes: Dispositions were made pursuant to the Agreement and Plan of Merger dated Oct 25, 2025. Options were settled for cash per the merger terms.
Context
- These were merger-related cash/stock-out transactions (not open-market sales). For options, the filing indicates a cash settlement of the option spread rather than a stock-for-exercise; for RSUs, settlement occurred as part of the merger consideration. Such dispositions are typically transactional outcomes of an acquisition rather than open-market insider selling for personal liquidity.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-27−6,692→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−10,034→ 0 totalExercise: $33.62Exp: 2035-06-09→ Common Stock (10,034 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−13,489→ 0 totalExercise: $39.96Exp: 2034-06-12→ Common Stock (13,489 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−22,000→ 0 totalExercise: $12.48Exp: 2033-06-14→ Common Stock (22,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−22,000→ 0 totalExercise: $12.03Exp: 2032-06-14→ Common Stock (22,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−15,000→ 0 totalExercise: $26.09Exp: 2031-06-15→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−20,858→ 0 totalExercise: $8.82Exp: 2030-05-14→ Common Stock (20,858 underlying)
Footnotes (2)
- [F1]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.
- [F2]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.