Management Change/Compensation (Form 8-K)

On December 10-11, 2025, Artiva Biotherapeutics, Inc. (the Company) entered into Option for RSU Exchange Agreements (the Option for RSU Exchange Agreements) with a limited number of employees, including Fred Aslan, the Company's President and Chief Executive Officer, and Jennifer Bush, the Company's Chief Operating Officer, Chief Legal Officer, Corporate Secretary and Compliance Officer. These agreements provide a one-time opportunity for eligible participants to surrender outstanding stock options with exercise prices greater than the current fair market value of the Company's common stock in exchange for restricted stock units (RSUs) granted under the Company's 2024 Equity Incentive Plan.

The Company's Board of Directors approved the exchange program, including the exchange ratio and vesting terms applicable to the RSUs. The RSU grants became effective on December 12, 2025. The purpose of the exchange program is to enhance retention and align the interests of employees with those of the Company's stockholders by replacing underwater options with equity awards that have current value and additional vesting requirements.

Pursuant to these agreements, (i) Dr. Aslan surrendered options to purchase 869,136 shares of common stock, including 566,470 vested options and 302,666 unvested options, and (ii) Ms. Bush surrendered options to purchase 84,877 shares of common stock, including 60,372 vested options and 24,506 unvested options. In exchange for their vested options, Dr. Aslan received 566,470 RSUs and Ms. Bush received 60,371 RSUs, 50% of which will vest on August 15, 2026, and 25% of which will vest on each of November 15, 2026, and February 15, 2027, and for which vesting will fully accelerate in the event they are terminated other than for Cause or they resign for Good Reason (as such terms are defined in the Option for RSU Exchange Agreements. In exchange for their unvested options, Dr. Aslan received 302,666 RSUs and Ms. Bush received 24,506 RSUs, which will vest between August 15, 2026, and February 15, 2029, and for which an additional six (6) months of vesting will be accelerated (additional to any acceleration provided in their offer letters) in the event they are terminated other than for Cause or they resign for Good Reason.

The Option for RSU Exchange Agreements include customary representations and warranties by the participants and confirm that the exchange is irrevocable upon execution. The foregoing description of the Option for RSU Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Option for RSU Exchange Agreements, copies of which will be filed as exhibits to a subsequent filing with the Securities and Exchange Commission.