Business Context and Reporting Period
This Form 8-K Current Report was filed by Artiva Biotherapeutics, Inc. on February 18, 2026. The filing discloses the appointment of Thad Huston as the Company's Chief Financial Officer, effective February 18, 2026. Mr. Huston will serve as the principal financial officer and principal accounting officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and employment terms.
- Base Salary: $540,000 annually.
- Target Bonus: 40% of base salary ($216,000), calculated as if employment commenced January 1, 2026.
- Equity Grant: 220,000 Restricted Stock Units (RSUs) granted as an inducement award.
- Vesting Schedule: 25% vests on February 15, 2027; remaining 75% vests in 12 equal quarterly installments over the subsequent three years.
Material Changes
The primary material change is the leadership transition in the finance function. Thad Huston replaces the previous financial leadership structure. His appointment leverages over 30 years of experience in pharmaceuticals, biotechnology, and medical devices, including prior roles as CFO at Galapagos NV, Kite Pharma, and LivaNova PLC.
Guidance, Outlook, and Risks
The filing contains no financial guidance, market outlook, or discussion of operational risks. However, it outlines specific contingencies regarding employment termination:
- Standard Termination (Without Cause/Good Reason): Eligible for 9 months of base salary (or 3 months if terminated within 6 months of start), 9 months of COBRA coverage, and 3 months of accelerated equity vesting.
- Change of Control Termination: If terminated within 3 months before to 12 months after a Change of Control, benefits increase to 12 months of base salary, 12 months of COBRA, full target bonus payment, and full acceleration of time-based equity awards.
- Termination for Cause/Resignation without Good Reason: No severance benefits are provided.
Investor Verification Checklist
- Verify the filing of the Form S-8 registration statement required for the issuance of the 220,000 RSUs.
- Review the full Employment Agreement and RSU Agreement to confirm specific definitions of "Cause" and "Good Reason."
- Monitor future filings for the impact of the new CFO on the Company's financial reporting and strategic direction.
- Confirm the status of the 2025 Inducement Plan under which the RSUs were granted.