Avidity Biosciences (RNA) Proxy Filing summary

Executive summary

• Special meeting scheduled for February 23, 2026, to vote on the Merger Agreement with Novartis and the Separation and Distribution Agreement for Atrium Therapeutics.

• Atrium Therapeutics will be spun off as an independent, publicly traded company focused on precision cardiology, with $270 million in initial cash capitalization.

• The Merger and Separation Agreements allow for alternative outcomes, including a third-party sale or a right of first negotiation sale, but the spin-off is the assumed path.

• Forward-looking statements highlight risks related to transaction completion, regulatory approvals, and business disruptions.

Voting matters and shareholder proposals

• Stockholders are asked to approve the Merger Agreement with Novartis and the Separation and Distribution Agreement for the spin-off of Atrium Therapeutics.

• Proxies are solicited for the special meeting, and stockholders are encouraged to vote promptly.

Board of directors and corporate governance

• Atrium Therapeutics will be led by a dedicated management team and board of directors post-spin-off.

• A transition services agreement will be established between Avidity and Atrium to facilitate the separation.