Hughes Steven George 4

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.