McCarthy Teresa 4
4 · Avidity Biosciences, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Avidity (RNAM) CHRO Teresa McCarthy Sells Shares in Merger
What Happened
Teresa McCarthy, Chief Human Resources Officer of Avidity Biosciences (RNAM), disposed of company stock and had options settled pursuant to the Merger Agreement with Novartis. The Form 4 shows 165,296 shares of common stock (including shares issuable upon settlement of previously reported RSUs) were disposed to the issuer, and a series of option/derivative positions totaling 518,500 shares were disposed/cashed out. The merger consideration was $72.00 per share; the 165,296 common shares correspond to roughly $11.9 million in merger consideration. Option payouts were made as cash equal to the excess of $72.00 over each option’s exercise price (footnote), so exact cash received for options depends on their exercise prices and is not directly reported.
Key Details
- Transaction date: 2026-02-27 (reported in Form 4 covering same date).
- Price/consideration: Merger consideration of $72.00 per share (common shares); options were cashed for the excess of $72.00 over each option’s exercise price (per footnote).
- Specific disposals reported: 165,296 common shares; options/derivatives totaling 518,500 shares (broken out in the filing as multiple derivative dispositions). Total shares represented by the filing = 683,796.
- Approximate proceeds: common shares × $72 ≈ $11.9M; option cash proceeds cannot be determined from this filing alone without exercise-price details.
- Shares owned after transaction: not stated in the Form 4 filing.
- Footnotes: F1 – common shares include RSUs and were disposed pursuant to the Merger Agreement (Oct 25, 2025). F2 – options were settled for cash equal to the excess of $72 over the exercise price.
- Timeliness: filing lists the transaction and report date as 2026-02-27; no late-filing flag noted.
Context
These dispositions were part of a merger cash-out (Avidity acquired by a Novartis subsidiary) rather than open-market sales. For options, this was effectively a cash settlement (the holder received the difference between the $72 merger price and the option exercise price) rather than an exercise-and-hold transaction. Such merger-driven dispositions are routine in acquisitions and reflect the deal terms rather than an independent trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-27−165,296→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−106,000→ 0 totalExercise: $29.00Exp: 2030-08-23→ Common Stock (106,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−65,000→ 0 totalExercise: $22.34Exp: 2031-02-01→ Common Stock (65,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−57,500→ 0 totalExercise: $14.22Exp: 2032-01-20→ Common Stock (57,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−108,000→ 0 totalExercise: $22.47Exp: 2033-01-19→ Common Stock (108,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−54,000→ 0 totalExercise: $6.57Exp: 2033-09-10→ Common Stock (54,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F2]2026-02-27−78,000→ 0 totalExercise: $10.16Exp: 2034-01-19→ Common Stock (78,000 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.