McCarthy Teresa 4

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.