Gallagher Kathleen P. 4

What Happened

• Kathleen P. Gallagher, Chief Program Officer of Avidity Biosciences (RNAM), disposed of a total of 288,633 company-related instruments on Feb 27, 2026 pursuant to the Agreement and Plan of Merger with Novartis. The filing lists one block of common stock (80,303 shares) and multiple derivative dispositions (totaling 208,330 in the listed derivative line items) that were settled under the merger terms.
• The merger consideration is $72.00 per share; multiplying the total 288,633 shares by $72 gives a rough gross value of about $20.8 million. Note: the option/derivative items were cashed out under the merger and the actual cash received for those will equal the $72 merger consideration minus each option’s exercise price (per filing footnote).

Key Details

• Transaction date: 2026-02-27 (all listed dispositions). Transaction code: D (Disposition to issuer).
• Price/consideration: Merger consideration = $72.00 per share; options were exchanged for a cash payment equal to $72 minus the option exercise price (footnote F2).
• Shares reported disposed: total 288,633 (80,303 common stock; remainder listed as derivative dispositions).
• Shares owned after transaction: not specified in this Form 4.
• Footnotes: F1 — common stock (including RSUs previously reported) disposed under the Merger Agreement dated Oct 25, 2025; F2 — options cashed out for the excess of $72 over exercise price.
• Filing timeliness: No late-filing indicator shown (filed for period 2026-02-27 on 2026-02-27).

Context

• These dispositions were part of a corporate merger with Novartis and are not open-market sales; option holdings were settled for cash under the merger terms rather than sold on the public market. Such merger-driven conversions/ cashouts are routine in deal closings and do not necessarily reflect the insider’s ongoing view of the company’s prospects.