Form 4: Artiva Biotherapeutics Director Granted Stock Options

Artiva Biotherapeutics, Inc. Director Laura Stoppel was granted 13,750 stock options with an exercise price of $1.61, vesting by June 2026.

Summary

• Laura Stoppel, a Director of Artiva Biotherapeutics, Inc. (ARTV), was granted 13,750 Director Stock Options.
• The options have an exercise price of $1.61 per share.
• The transaction date for the grant was June 24, 2025.
• The shares subject to the option will vest in full on the earlier of June 24, 2026, or the date of the Issuer's 2026 annual stockholder meeting.
• The options have an expiration date of June 23, 2035.
• Following this transaction, Laura Stoppel directly beneficially owns 13,750 derivative securities (options).
• Ms. Stoppel disclaims beneficial ownership of the option and underlying common stock, as she holds them for the benefit of R.A. Capital Healthcare Fund, L.P., R.A. Capital Nexus Fund, L.P., RA Capital Nexus Fund III, L.P., and a separately managed account, pursuant to an arrangement with RA Capital Management, L.P.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's a routine compensation event, the grant of options aligns director interests with shareholders. The disclaimer of beneficial ownership introduces a minor nuance, but it's a structural arrangement rather than a negative operational event.

Positives

• The grant of stock options to a director aligns management's interests with those of shareholders, incentivizing long-term performance.
• The options have a long expiration date (June 23, 2035), providing ample time for potential value realization.

Negatives

• The reporting person, Laura Stoppel, disclaims beneficial ownership of the options and underlying common stock, indicating that the economic benefit will accrue to RA Capital Management, L.P.'s funds rather than directly to the individual director.

Risks

• The disclaimer of beneficial ownership by the director means that the direct incentive alignment for the individual director may be less pronounced, as the economic benefit is passed through to investment funds.

Future Outlook

The stock options granted to Director Laura Stoppel are set to vest in full on the earlier of June 24, 2026, or the date of the Issuer's 2026 annual stockholder meeting, indicating a future milestone for the equity compensation.

Management Comments

• "Under the Reporting Person's arrangement with RA Capital Management, L.P. (the 'Adviser'), the Reporting Person holds the option for the benefit of the R.A. Capital Healthcare Fund, L.P. (the 'Fund'), the R.A. Capital Nexus Fund, L.P. (the 'Nexus Fund'), the RA Capital Nexus Fund III, L.P. (the 'Nexus Fund III') and a separately managed account (the 'Account'). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund, the Nexus Fund III and the Account to the Adviser. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock."

Industry Context

The grant of stock options to directors is a common practice in the biotechnology and pharmaceutical industries, serving as a form of non-cash compensation designed to align the interests of board members with the long-term performance of the company. This particular grant is consistent with standard corporate governance practices for incentivizing board oversight.

Comparison to Industry Standards

• The grant of stock options to directors is a standard compensation mechanism across publicly traded companies, including those in the biotechnology sector like Artiva Biotherapeutics. Companies such as Moderna (MRNA) or BioNTech (BNTX) also utilize equity-based compensation to attract and retain high-caliber board members.
• The vesting schedule, tied to a specific date or the next annual meeting, is a typical structure for director equity grants, similar to practices observed at other biotech firms like Gilead Sciences (GILD) or Amgen (AMGN).
• The exercise price being set at a specific value ($1.61) is standard for options, reflecting a pre-determined strike price for future share acquisition.

Corporate Governance

Related Party Transactions

• The arrangement between Laura Stoppel and RA Capital Management, L.P., where Ms. Stoppel holds the option for the benefit of various RA Capital funds and is obligated to turn over proceeds, constitutes a related party arrangement concerning the beneficial ownership of the granted options.

Stakeholder Impact

• Shareholders: The grant of options is intended to align the director's interests with shareholder value creation, potentially leading to better governance and strategic decisions.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• The stock options will vest in full on the earlier of June 24, 2026, or the date of the Issuer's 2026 annual stockholder meeting.

Key Dates

Keywords

Artiva Biotherapeutics, ARTV, SEC Form 4, Stock Option Grant, Director Compensation, Insider Transaction, Equity Compensation, Biotechnology, RA Capital Management