Avidity Biosciences, Inc.·4

Feb 27, 3:15 PM ET

WILSON TROY EDWARD 4

4 · Avidity Biosciences, Inc. · Filed Feb 27, 2026

Research Summary

AI-generated summary of this filing

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Avidity (RNAM) Director Troy Wilson Sells 117,325 Shares

What Happened
Troy Edward Wilson, a director of Avidity Biosciences (RNAM), disposed of a total of 117,325 securities on Feb 27, 2026 pursuant to the Merger Agreement with Novartis. The breakdown: 78,802 shares of common stock (including previously reported RSUs) and 38,523 derivative securities (options). Common-stock consideration under the deal is $72.00 per share (≈ $5.67M for the 78,802 shares); the options were cashed out under the merger for an amount equal to the difference between the $72 merger price and each option’s exercise price.

Key Details

  • Transaction date: 2026-02-27. Transaction code: D (Disposition to issuer, per merger terms).
  • Reported disposals: 65,091 shares; 13,711 shares; 10,034 derivative; 13,489 derivative; 15,000 derivative — total 117,325 securities.
  • Price reported: N/A on the Form 4 for direct dispositions (to issuer). Merger consideration = $72.00/share for common stock; options paid in cash equal to ($72 − exercise price).
  • Common-stock portion value: 78,802 shares × $72 ≈ $5,673,744. Option payouts depend on exercise prices and are not specified.
  • Shares owned after the transaction: not specified in the provided filing excerpt.
  • Filing/period date: 2026-02-27 (filed same day); appears timely and tied to the announced merger (Merger Agreement dated Oct 25, 2025).

Context
These dispositions were part of the negotiated merger with Novartis and reflect deal consideration and option cashouts, not an open-market sale. For derivative items: options were not converted into long-held shares but were cashed out for the spread under the merger terms. Such deal-driven disposals are routine and driven by contract terms rather than an insider’s market view.

Insider Transaction Report

Form 4Exit
Period: 2026-02-27
Transactions
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-02-2765,0910 total
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-02-2713,7110 total(indirect: By Trust)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-02-2710,0340 total
    Exercise: $33.62Exp: 2035-06-09Common Stock (10,034 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-02-2713,4890 total
    Exercise: $39.96Exp: 2034-06-12Common Stock (13,489 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F2]
    2026-02-2715,0000 total
    Exercise: $26.09Exp: 2031-06-15Common Stock (15,000 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.
Signature
/s/ John B. Moriarty, Jr., J.D., Attorney-in-Fact|2026-02-27

Documents

1 file
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    ownership.xmlPrimary

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