Hughes Steven George 4
4 · Avidity Biosciences, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Avidity CMO Steven Hughes Sells 430,990 Shares in Merger
What Happened
Steven G. Hughes, Chief Medical Officer of Avidity Biosciences (RNAM), disposed of a total of 430,990 company securities on 2026-02-27 pursuant to the Agreement and Plan of Merger with Novartis. The filing shows a non-derivative disposition of 115,857 shares of common stock and derivative dispositions of 73,342; 74,000; 49,333; 68,458; and 50,000 (options or RSU-related). The Form 4 reports “N/A” for per-share price, but the merger agreement sets the merger consideration at $72.00 per share; that implies the 115,857 common shares were cashed out for about $8.34M. The option/derivative holdings were cashed out per the Merger Agreement (cash equal to $72.00 minus each option’s exercise price).
Key Details
- Transaction date: 2026-02-27 (reported in this Form 4). Transaction code: D (Disposition to issuer under merger).
- Shares/items disposed (by line): 115,857 common; derivatives: 73,342; 74,000; 49,333; 68,458; 50,000 — total 430,990.
- Price: Form 4 lists price as N/A. Footnote: merger consideration = $72.00/share; options cashed out for $72 minus exercise price.
- Shares owned after transaction: Not specified in this filing.
- Footnotes: F1 — common shares and RSU-related shares disposed under the October 25, 2025 Merger Agreement with Novartis. F2 — reported options were cashed out per the Merger Agreement for the excess of $72 over the exercise price.
- Timeliness: Filed for the same period date (no late-filing flag in this record).
Context
These disposals are part of a corporate takeover transaction (Novartis acquisition) and are not open-market sales by the insider. For options, this was effectively a cash settlement rather than a typical exercise-and-sell; proceeds depend on each option’s exercise price. Such merger-driven dispositions are routine in M&A closings and do not necessarily signal the insider’s ongoing view of the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-27−115,857→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−73,342→ 0 totalExercise: $15.96Exp: 2032-02-13→ Common Stock (73,342 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−74,000→ 0 totalExercise: $22.47Exp: 2033-01-19→ Common Stock (74,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−49,333→ 0 totalExercise: $6.57Exp: 2033-09-10→ Common Stock (49,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−68,458→ 0 totalExercise: $10.16Exp: 2034-01-19→ Common Stock (68,458 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−50,000→ 0 totalExercise: $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.