Flanagan W. Michael 4

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

AI-generated summary of this filing

Updated Feb 27, 2026

Avidity (RNAM) CSO W. Michael Flanagan Sells Shares in Novartis Merger

What Happened

W. Michael Flanagan, Chief Scientific Officer of Avidity Biosciences (RNAM), had multiple dispositions to the issuer on 2026-02-27 pursuant to the Merger Agreement with Novartis AG.
Dispositions reported: 150,365 shares of common stock (includes RSUs) and six derivative/option-related dispositions totaling 397,500 option-equivalent shares — a combined 547,865 shares/options.
The common stock portion (150,365 shares) was cashed at the merger consideration of $72.00 per share, yielding approximately $10,826,280. The option-related items were settled for cash equal to the excess of the $72.00 merger price over each option’s exercise price (per filer footnote).

Key Details

Transaction date: 2026-02-27; Form filed: 2026-02-27 (timely).
Merger consideration: $72.00 per share (per Merger Agreement).
Shares disposed: 150,365 common shares (includes RSUs); options/derivatives totaling 397,500 share equivalents (25,000; 66,500; 96,000; 72,000; 88,000; 50,000).
Cash from options: paid as (merger price $72.00 less each option’s exercise price) — exact option proceeds depend on exercise prices (not provided).
Footnotes: F1 confirms common shares include RSUs settled under the Merger Agreement; F2 explains options were cashed out per the Merger Agreement.
Shares owned after the transaction are not shown in the provided data.

Context

These dispositions are part of a corporate acquisition (Novartis’ acquisition of Avidity) and represent cashing out equity and options under the Merger Agreement rather than open-market sales. Such merger-related settlements are routine and do not necessarily signal the insider’s view of the company’s prospects.
For options: this was a cash settlement (not a standard exercise-and-hold); proceeds equal the difference between $72 and each option’s strike price.

Form 4Exit

Period: 2026-02-27

Chief Scientific Officer

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-02-27−150,365→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-02-27−25,000→ 0 total
Exercise: $26.75Exp: 2031-01-20→ Common Stock (25,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-02-27−66,500→ 0 total
Exercise: $14.22Exp: 2032-01-20→ Common Stock (66,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-02-27−96,000→ 0 total
Exercise: $22.47Exp: 2033-01-19→ Common Stock (96,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-02-27−72,000→ 0 total
Exercise: $6.57Exp: 2033-09-10→ Common Stock (72,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-02-27−88,000→ 0 total
Exercise: $10.16Exp: 2034-01-19→ Common Stock (88,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F2]
2026-02-27−50,000→ 0 total
Exercise: $31.42Exp: 2035-01-05→ Common Stock (50,000 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

1 file