Flanagan W. Michael 4

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.