Henig Noreen 4
4 · Avidity Biosciences, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Avidity Biosciences (RNAM) Director Noreen Henig Sells 110,072 Shares
What Happened
Noreen Henig, a director of Avidity Biosciences (RNAM), disposed of a total of 110,072 securities on February 27, 2026. The filings show multiple "Disposition to the issuer" transactions under the Merger Agreement with Novartis, including outright common stock and derivative instruments (previously granted options/RSUs). The merger consideration was $72.00 per share; treating all disposed items as common shares gives an approximate gross value of $7.93M, but note that certain options were cashed out for the difference between $72 and their exercise prices (see footnote), so the actual cash received for option items will be lower and depends on exercise prices.
Key Details
- Transaction date: 2026-02-27; all transactions reported on the same date and in this Form 4 filing.
- Reported disposals (individual entries): 6,692; 10,034; 13,489; 22,000; 22,000; 15,000; 11,323; 9,534 — total 110,072 securities.
- Transaction code: D — Disposition to the issuer (surrendered/converted pursuant to the Merger Agreement).
- Price: Merger consideration = $72.00 per share; options were settled for cash equal to the excess of $72 over the option exercise price (footnote). The Form lists N/A for per-transaction dollar amounts.
- Shares owned after transaction: not specified in the provided filing extract.
- Footnotes: F1 — disposals include common stock and shares issuable on settlement of previously reported RSUs under the Merger Agreement. F2 — options were disposed for cash equal to the excess of $72.00 over the exercise price.
- Filing timeliness: filing date equals reported transaction date (timely, not marked late).
Context
- These are merger-related dispositions, not open-market sales: securities were turned in or cashed out under the terms of the Oct 25, 2025 Merger Agreement with Novartis (Ajax acquisition).
- For derivative items: options were not exercised to retain shares but were settled for cash equal to (merger price − exercise price), a common cash-out treatment in mergers.
- This transaction represents disposition of insider holdings in connection with a company sale; it should be viewed as merger-related liquidity rather than an independent vote of confidence or lack thereof in the business.
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]2026-02-27−11,323→ 0 totalExercise: $8.82Exp: 2030-05-14→ Common Stock (11,323 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−9,534→ 0 totalExercise: $0.42Exp: 2029-08-27→ Common Stock (9,534 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.