Avidity Biosciences (RNA) Proxy Filing summary

Executive summary

• Special meeting scheduled for February 23, 2026, to vote on the proposed merger with Novartis and the spin-off of Atrium Therapeutics (formerly Bryce Therapeutics).

• The merger and separation agreements were signed on October 25, 2025, and announced the following day.

• Supplemental disclosures address recent litigation and provide additional financial and transaction background.

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

Voting matters and shareholder proposals

• Stockholders will vote on adopting the Merger Agreement with Novartis and the Separation Agreement for the spin-off.

• Shareholders are urged to submit proxies promptly; those who have already voted need not take further action unless changing their vote.

Board of directors and corporate governance

• No discussions occurred between Novartis and any director or executive officer regarding employment or compensation prior to the execution of the agreements.

• Confidentiality agreements with all counterparties included standstill provisions, but none contained "don't-ask-don't-waive" language.