Artiva Biotherapeutics, Inc.
For the period ended Sep 8, 2026. Filed Aug 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 8, 2026 · Filed Aug 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
5505 Morehouse Drive, Suite 100
San Diego, California 92121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On September 8, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of Artiva Biotherapeutics, Inc., a Delaware corporation (the Company). The meeting will be held on Tuesday, September 8, 2026, at 2:00 p.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.proxydocs.com/ARTV. A complete list of record stockholders will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. If you would like to view the list, please email us at ir@artivabio.com. The meeting will be held for the following purposes:
To elect two Class II directors named in this proxy statement to hold office until the 2029 Annual Meeting of Stockholders and their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.
To ratify the appointment by the Audit Committee of the Board of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve an amendment to the Company’s 2024 Equity Incentive Plan, as amended (the 2024 Plan) to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 5,097,095 shares and include in the calculation of the share reserve increase shares of common stock issuable upon exercise of pre-funded warrants.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the proxy statement accompanying these proxy materials.
The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on July 20, 2026, and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.proxydocs.com/ARTV and entering the Control Number included in your proxy card, voting instruction form, or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log-in beginning at 1:45 p.m. Pacific Time, on Tuesday, September 8, 2026.
Only stockholders of record at the close of business on July 20, 2026, and their proxy holders may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Fred Aslan, M.D.
Fred Aslan, M.D.
Chief Executive Officer
San Diego, California
August 3, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Tuesday, September 8, 2026, at 2:00 p.m. Pacific Time at www.proxydocs.com/ARTV. The proxy statement and annual report to stockholders are available at investors.artivabio.com/financials/sec-filings and www.proxydocs.com/ARTV.
You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the enclosed proxy, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting.
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Pages | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 7 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| Nominees for Election to the Board of Directors | 8 |
| Our Board of Directors | 8 |
| Class II Directors for Election at the Annual Meeting | 9 |
| Class I Director Continuing in Office Until Our 2028 Annual Meeting | 9 |
| Class III Directors Continuing in Office Until Our 2027 Annual Meeting | 11 |
| The Board of Directors and Certain Governance Matters | 12 |
| Director Nomination Process and Qualifications | 12 |
| Nominations by Stockholders | 12 |
| Board Diversity | 13 |
| Director Independence and Independence Determinations | 13 |
| Board Leadership Structure | 13 |
| Board’s Role in Risk Oversight | 15 |
| Board and Committee Meetings and Attendance | 15 |
| Board Committees | 16 |
| Executive Sessions | 20 |
| Board’s Oversight of Strategy | 20 |
| Cybersecurity and Data Privacy Oversight | 20 |
| Communications with the Board | 21 |
| Code of Business Conduct and Ethics | 21 |
| Insider Trading Policy | 21 |
| Hedging and Pledging Policy | 21 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| Principal Accountant Fees and Services | 22 |
| Pre-Approval Policies and Procedures | 22 |
| Audit Committee Report | 22 |
| PROPOSAL 3: APPROVAL OF 2024 EQUITY INCENTIVE PLAN, AS AMENDED | 24 |
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TABLE OF CONTENTS
(continued)
| Pages | |
|---|---|
| EXECUTIVE OFFICERS | 33 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 34 |
| Summary Compensation Table | 34 |
| Equity Incentive Plan Compensation | 36 |
| Outstanding Equity Awards at Fiscal Year End | 37 |
| Employment Arrangements with our Named Executive Officers | 38 |
| Potential Payments upon Termination or Change in Control | 38 |
| Health and Welfare and Retirement Benefits; Perquisites | 39 |
| Clawbacks | 40 |
| Equity Compensation Plan Information | 40 |
| Equity Incentive Plans | 40 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 48 |
| Non-Employee Director Compensation | 49 |
| Non-Employee Director Compensation Policy | 49 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 51 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 53 |
| Policies and Procedures for Related Person Transactions | 53 |
| Certain Related Person Transactions | 53 |
| DELINQUENT SECTION 16 REPORTS | 55 |
| OTHER INFORMATION FOR STOCKHOLDERS | 55 |
| Stockholder Proposals for the 2027 Annual Meeting of Stockholders | 55 |
| Householding of Proxy Materials | 56 |
| Additional Filings | 57 |
| Other Matters | 58 |
| Annex A | 59 |
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5505 Morehouse Drive, Suite 100
San Diego, California 92121
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.