Form 4: Artiva Biotherapeutics Director Granted Stock Options, RA Capital Affiliation Detailed

A recent SEC Form 4 filing reveals that Laura Stoppel, a director of Artiva Biotherapeutics and partner at RA Capital Management, L.P., was granted 13,750 stock options with an exercise price of $1.61.

Summary

• Laura Stoppel, a director of Artiva Biotherapeutics, Inc. (ARTV) and a Partner of RA Capital Management, L.P., was granted 13,750 Director Stock Options.
• The options have an exercise price of $1.61 per share.
• The grant date for these options was June 24, 2025.
• The shares subject to the option will vest on the earlier of June 24, 2026, or the date of Artiva's 2026 annual stockholder meeting, contingent on Dr. Stoppel's continuous service as a director.
• The options have an expiration date of June 23, 2035.
• RA Capital Management, L.P., along with its related funds (RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., RA Capital Nexus Fund III, L.P.) and managing members (Dr. Peter Kolchinsky and Mr. Rajeev Shah), are listed as reporting persons, holding roles as both Director and 10% Owner.
• Dr. Stoppel holds the option for the benefit of the RA Capital funds and a separately managed account, and is obligated to turn over any net cash or stock received upon exercise to the Adviser, which will offset advisory fees owed by the funds.
• The reporting persons disclaim beneficial ownership of the option and underlying common stock, except to the extent of their pecuniary interest therein.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive. It reports a routine compensation event that aligns director interests with shareholders, which is generally viewed favorably. There are no negative financial implications or unexpected disclosures.

Positives

• The grant of stock options to a non-employee director, Laura Stoppel, aligns her interests with those of the company's shareholders.
• The vesting schedule encourages Dr. Stoppel's continued service and commitment to the company's long-term success.

Risks

• The value of the stock options is dependent on the future market price of Artiva Biotherapeutics' common stock, posing a risk if the stock price does not exceed the exercise price.

Future Outlook

The stock options granted to Dr. Stoppel are set to vest on the earlier of June 24, 2026, or the date of the Issuer's 2026 annual stockholder meeting, subject to her continuous service as a director. The options will expire on June 23, 2035.

Management Comments

• "Represents the grant of a stock option to Laura Stoppel pursuant to the Issuer's non-employee director compensation policy."
• "Under Dr. Stoppel's arrangement with the Adviser, Dr. Stoppel holds the option for the benefit of the Fund, the Nexus Fund, the Nexus Fund III and the Account. Dr. Stoppel 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 Persons therefore disclaim beneficial ownership of the option and underlying common stock."

Industry Context

The grant of stock options to non-employee directors is a common practice in the biotechnology and pharmaceutical industries, serving as a key component of compensation packages designed to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• The grant of stock options to non-employee directors is a standard compensation practice across the biotech industry, comparable to policies at companies like Moderna, BioNTech, or Gilead Sciences, which often include equity components to incentivize long-term performance.
• The vesting schedule, tied to continued service, is typical for director equity awards, ensuring commitment over a specified period, similar to practices observed in many publicly traded life sciences companies.

Corporate Governance

Related Party Transactions

• Laura Stoppel, a director of Artiva Biotherapeutics, is also a Partner of RA Capital Management, L.P., a significant shareholder and reporting person.
• Dr. Stoppel holds the granted stock option for the benefit of RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund, L.P., RA Capital Nexus Fund III, L.P., and a separately managed account.
• Dr. Stoppel is contractually obligated to turn over any net cash or stock received upon exercise of the option to RA Capital Management, L.P., which will then offset advisory fees owed by the aforementioned funds and account.

Stakeholder Impact

• Shareholders: The grant of options to a director, particularly one affiliated with a major investor like RA Capital, can be seen as aligning management and board interests with shareholder value creation, as the options' value is tied to stock performance.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The stock options will vest on the earlier of June 24, 2026, or the date of Artiva's 2026 annual stockholder meeting, provided Dr. Stoppel continues her service as a director.

Key Dates

Keywords

Artiva Biotherapeutics, ARTV, SEC Form 4, stock option, director compensation, insider transaction, RA Capital Management, beneficial ownership, equity compensation, biotechnology