Form 4: Artiva Biotherapeutics Officer Swaps Options for RSUs
Insider Transaction Report
Artiva Biotherapeutics' Chief Tech Operations Officer, Christopher Horan, exchanged 107,157 stock options for 107,156 Restricted Stock Units.
Summary
- Christopher Horan, Chief Tech Operations Officer of Artiva Biotherapeutics, Inc. (ARTV), engaged in an option exchange transaction on December 12, 2025.
- Horan acquired 107,156 Restricted Stock Units (RSUs) under the Issuer's 2024 Equity Incentive Plan.
- In exchange for these RSUs, Horan disposed of a total of 107,157 employee stock options.
- The disposed options included 77,519 options with an exercise price of $5.01, 9,119 options with an exercise price of $5.01, and 20,519 options with an exercise price of $13.47.
- Following this transaction, Horan beneficially owns 185,339 shares of common stock directly.
Sentiment
Score: 7
Explanation: The transaction is generally positive for the reporting person as it converts potentially underwater or less certain options into Restricted Stock Units, which typically hold value even at lower stock prices and provide more stable long-term incentive, reflecting a positive compensation adjustment.
Positives
- The grant of 107,156 Restricted Stock Units (RSUs) provides a more certain value proposition compared to stock options, especially if the company's stock price is below the previous option exercise prices.
- The transaction was executed under the Issuer's 2024 Equity Incentive Plan, indicating ongoing equity-based compensation for key management.
Negatives
- The cancellation of 107,157 employee stock options means the reporting person no longer holds the potential upside associated with those specific options, particularly if the stock price were to significantly exceed their exercise prices of $5.01 and $13.47.
Risks
- The value of the newly acquired Restricted Stock Units (RSUs) is subject to the future performance of Artiva Biotherapeutics' common stock.
- RSUs are typically subject to vesting conditions, meaning the reporting person may not fully realize the value of the grant until those conditions are met.
Future Outlook
The transaction reflects a restructuring of equity compensation for a key officer under the company's 2024 Equity Incentive Plan. The future value realization for the reporting person will depend on the vesting schedules of the newly acquired RSUs and the future market performance of Artiva Biotherapeutics' stock.
Industry Context
This insider transaction is specific to the compensation structure of a key executive at Artiva Biotherapeutics. Option exchanges for RSUs are a common practice in the biotechnology industry, particularly when stock options may be underwater or to align executive incentives more closely with long-term shareholder value through less volatile equity instruments.
Comparison to Industry Standards
- Option exchange programs are a recognized compensation strategy, especially in the biotech sector, to retain talent and re-incentivize executives when stock prices have underperformed, making existing options less valuable.
- The grant of Restricted Stock Units (RSUs) is a standard form of equity compensation, often preferred for its retention power and direct link to company value, similar to practices at comparable biotech firms like Moderna or BioNTech, which also utilize diverse equity incentive plans for their executives.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan Utilization | The transaction was conducted under the Issuer's 2024 Equity Incentive Plan, demonstrating the company's framework for executive compensation. | 12/12/2025 | Reinforces the company's commitment to using equity-based incentives to align management interests with shareholder value. |
| Power of Attorney Grant | Christopher Horan granted a Limited Power of Attorney to Fred Aslan, Jennifer Bush, and Andrew Cronauer to execute Section 16(a) filings on his behalf. | 12/11/2025 | Streamlines the process for timely and compliant insider trading disclosures for the reporting person. |
Related Party Transactions
- The transaction involves an equity compensation exchange between Christopher Horan, a Chief Tech Operations Officer, and Artiva Biotherapeutics, Inc., making it a related party transaction.
Stakeholder Impact
- Shareholders: The transaction impacts the company's equity compensation structure and could influence perceptions of management's long-term commitment and incentives.
- Employees: Similar equity compensation adjustments or grants under the 2024 Equity Incentive Plan may affect other employees.
Next Steps
- The newly acquired Restricted Stock Units (RSUs) will vest according to a schedule determined by the Issuer's 2024 Equity Incentive Plan, which was not detailed in this filing.
Key Dates
| Date | Description |
|---|---|
| 12/31/2022 | Vesting date for 25% of 77,519 previously held employee stock options, with remaining shares vesting in 36 equal monthly installments thereafter. |
| 05/24/2023 | Start of monthly vesting over a 48-month period for 9,119 previously held employee stock options. |
| 07/19/2025 | Vesting date for 25% of 20,519 previously held employee stock options, with remaining shares vesting in 36 equal monthly installments thereafter. |
| 12/11/2025 | Limited Power of Attorney for Section 16(a) filings executed by Christopher Horan. |
| 12/12/2025 | Date of the option exchange transaction where RSUs were acquired and options were disposed. |
| 04/02/2033 | Expiration date of 77,519 previously held employee stock options that were cancelled. |
| 05/23/2033 | Expiration date of 9,119 previously held employee stock options that were cancelled. |
| 05/01/2034 | Expiration date of 20,519 previously held employee stock options that were cancelled. |
Keywords
Artiva Biotherapeutics, ARTV, Form 4, Insider Transaction, Restricted Stock Units, RSUs, Stock Options, Equity Incentive Plan, Officer Compensation, Option Exchange
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