Business Context and Reporting Period
This Form 8-K Current Report was filed by Artiva Biotherapeutics, Inc. on December 10, 2025. The filing discloses a corporate action involving the exchange of stock options for restricted stock units (RSUs) with key executives, effective December 12, 2025.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The report focuses exclusively on equity compensation adjustments.
Material Changes
The Company entered into Option for RSU Exchange Agreements with President and CEO Fred Aslan and COO Jennifer Bush. The material changes include:
- Executive Participation: Dr. Aslan and Ms. Bush surrendered underwater stock options (exercise price greater than fair market value) in exchange for RSUs.
- Dr. Aslan's Exchange: Surrendered 869,136 options (566,470 vested; 302,666 unvested). Received 566,470 RSUs for vested options and 302,666 RSUs for unvested options.
- Ms. Bush's Exchange: Surrendered 84,877 options (60,372 vested; 24,506 unvested). Received 60,371 RSUs for vested options and 24,506 RSUs for unvested options.
- Vesting Terms: RSUs granted for vested options vest between August 2026 and February 2027. RSUs for unvested options vest between August 2026 and February 2029.
- Acceleration Clauses: Vesting accelerates upon termination without Cause or resignation for Good Reason.
Guidance, Outlook, and Risks
Management Commentary: The stated purpose of the exchange program is to enhance employee retention and align executive interests with stockholders by replacing underwater options with equity awards that possess current value.
Risks and Contingencies: The filing notes that the exchange is irrevocable upon execution. The full text of the agreements, containing customary representations and warranties, will be filed as exhibits in a subsequent submission.
Investor Verification Checklist
- Verify the current fair market value of Artiva Biotherapeutics common stock to confirm the "underwater" status of the surrendered options.
- Review the subsequent filing for the full text of the Option for RSU Exchange Agreements to understand specific "Cause" and "Good Reason" definitions.
- Monitor future filings for the impact of this exchange on the Company's share count and dilution metrics.
- Confirm the total number of RSUs available under the 2024 Equity Incentive Plan to assess remaining capacity for future grants.