Form 4: Avidity Biosciences CEO Sells Shares for Tax Obligations
Insider Transaction Report
Avidity Biosciences President and CEO, Sarah Boyce, sold 8,576 shares of common stock on January 7, 2026, to cover tax withholding obligations related to RSU vesting.
Summary
- Sarah Boyce, President and CEO, and a Director of Avidity Biosciences, Inc. (RNA), reported a transaction on January 7, 2026.
- The transaction involved the sale of 8,576 shares of Avidity Biosciences common stock at a price of $72.23 per share.
- This sale was a 'sell-to-cover' transaction, mandated by the issuer's equity incentive plans to satisfy tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) on January 6, 2026.
- The sale was not a discretionary trade by Ms. Boyce and was executed under an instruction letter intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
- Following this transaction, Ms. Boyce directly beneficially owns 283,394 shares of Avidity Biosciences common stock.
Sentiment
Score: 5
Explanation: The transaction is a routine, non-discretionary 'sell-to-cover' for tax purposes following RSU vesting, which is a neutral event regarding the company's fundamental outlook or management's confidence.
Positives
- Restricted Stock Units (RSUs) vested for the CEO, indicating compensation and performance recognition.
- The transaction was non-discretionary and executed under a Rule 10b5-1 plan, demonstrating pre-planned compliance and reducing concerns about opportunistic insider trading.
Negatives
- The direct beneficial ownership of the CEO decreased by 8,576 shares.
Risks
- NA
Future Outlook
NA
Management Comments
- Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs on January 6, 2026 and the sale of the resulting shares of common stock on January 7, 2026.
- This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a 'sell-to-cover' transaction and does not represent a discretionary trade by the Reporting Person.
- The Reporting Person has executed an instruction letter for the automatic sale of such 'sell-to-cover' shares, intended to satisfy the affirmative defense conditions of Rule 10b5-1.
Industry Context
NA
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compliance Practice | The transaction was executed under a Rule 10b5-1 plan, indicating a pre-arranged trading plan to satisfy tax withholding obligations. This enhances transparency and reduces concerns about opportunistic insider trading. | 01/07/2026 | Positive for corporate governance as it demonstrates adherence to best practices for insider trading compliance. |
Legal Proceedings
- NA
Related Party Transactions
- NA
Stakeholder Impact
- Shareholders: The sale is a routine tax-related event and does not signal a change in management's confidence. The use of a Rule 10b5-1 plan provides transparency.
- Employees: No direct impact from this specific transaction.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 01/06/2026 | Vesting of Restricted Stock Units (RSUs) |
| 01/07/2026 | Sale of common stock to cover tax withholding obligations |
| 01/09/2026 | Signature date of the Form 4 filing |
Recommendation
holdThis Form 4 reports a routine 'sell-to-cover' transaction by the CEO to satisfy tax obligations upon RSU vesting. It is a non-discretionary sale executed under a Rule 10b5-1 plan and does not reflect a change in management's outlook or a discretionary decision to reduce holdings. Therefore, it does not provide new information that would alter an investment recommendation based on the company's fundamentals.
Keywords
Avidity Biosciences, RNA, Sarah Boyce, Form 4, insider transaction, stock sale, RSU, restricted stock units, sell-to-cover, tax withholding, Rule 10b5-1
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