RA Capital funds boost Artiva (ARTV) stake with large share and warrant buys

Rhea-AI Filing Summary

Artiva Biotherapeutics received a large indirect equity investment from RA Capital–affiliated entities. On May 11, 2026, RA Capital–managed vehicles reported open‑market purchases of 6,510,416 shares of Artiva common stock at $11.52 per share and 2,170,138 Pre-Funded Warrants at $11.5199 per warrant.

Following these trades, the reporting entities indirectly held 15,203,995 shares of common stock and 2,170,138 Pre-Funded Warrants, along with additional indirect common stock positions of 68,320, 826,832, and 264,571 shares through various RA Capital funds and a separately managed account.

The filing states that RA Capital Management, its general partner, and principals disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. The Pre-Funded Warrants are exercisable immediately, but the Fund cannot exercise them if doing so would push its beneficial ownership above 9.99% of Artiva’s outstanding common stock.

Insights

Biotech equity market analyst

RA Capital–managed vehicles made sizable open‑market buys in Artiva stock and pre‑funded warrants.

The filing shows RA Capital–affiliated funds and an account purchased 6,510,416 Artiva common shares at $11.52 and 2,170,138 Pre-Funded Warrants at $11.5199. These are open‑market or private purchases, not option exercises or tax‑driven moves.

All holdings are reported as indirect, with RA Capital Management and its principals disclaiming beneficial ownership beyond their pecuniary interest. The warrants are immediately exercisable at a token $0.0001 price but include a 9.99% beneficial ownership cap for the fund, limiting how much can be converted into common stock at once.

This pattern indicates increased economic exposure to Artiva Biotherapeutics by RA Capital–managed vehicles, but the ultimate impact depends on future disclosures about ownership levels, any subsequent transactions, and how the 9.99% cap interacts with Artiva’s total shares outstanding.

Insider Trade Summary

Net Buyer: 8,680,554 shares ($99,999,765)

Net Buy 5 txns

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund, L.P., RA Capital Nexus Fund III, L.P., Kolchinsky Peter, Shah Rajeev M.

Role null | null | null | null | null | null

Bought 8,680,554 shs ($100.00M)

Type	Security	Shares	Price	Value
Purchase	Pre-Funded Warrant (Right to Buy)	2,170,138	$11.5199	$25.00M
Purchase	Common Stock	6,510,416	$11.52	$75.00M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Pre-Funded Warrant (Right to Buy) — 2,170,138 shares (Indirect, See footnotes); Common Stock — 15,203,995 shares (Indirect, See footnotes)

Footnotes (1)

1. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. Held directly by the Fund. Held directly by the Nexus Fund. Held directly by Nexus Fund III. Held directly by the Account. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Fund shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Fund, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

Key Figures

Common shares purchased: 6,510,416 shares at $11.52 Pre-Funded Warrants purchased: 2,170,138 warrants at $11.5199 Common shares held after: 15,203,995 shares +3 more

6 metrics

Common shares purchased 6,510,416 shares at $11.52 Open-market purchase on May 11, 2026

Pre-Funded Warrants purchased 2,170,138 warrants at $11.5199 Open-market purchase on May 11, 2026

Common shares held after 15,203,995 shares Indirect holdings following transactions

Additional indirect holdings 68,320; 826,832; 264,571 shares Indirect positions via funds and account

Warrant exercise price $0.0001 per share Exercise price for Pre-Funded Warrants

Beneficial ownership cap 9.99% Limit on Fund’s exercise of Pre-Funded Warrants

Key Terms

Pre-Funded Warrants, pecuniary interest, separately managed account, beneficial ownership, +1 more

5 terms

Pre-Funded Warrants financial

"The Pre-Funded Warrants have no expiration date and are exercisable immediately."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

pecuniary interest financial

"disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein."

separately managed account financial

"and a separately managed account (the "Account")."

A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.

beneficial ownership financial

"to exceed 9.99% of the total number of issued and outstanding shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Attribution Parties financial

"together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99%"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Artiva Biotherapeutics, Inc. [ ARTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		P		6,510,416	A	$11.52	15,203,995	I	See footnotes(1)(2)
Common Stock								264,571	I	See footnotes(1)(3)
Common Stock								826,832	I	See footnotes(1)(4)
Common Stock								68,320	I	See footnotes(1)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrant (Right to Buy)	$0.0001	05/11/2026		P		2,170,138		(6)	(6)	Common Stock	2,170,138	$11.5199	2,170,138	I	See footnotes(1)(2)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund III, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund, L.P. (the "Nexus Fund"), RA Capital Nexus III Fund, L.P. (the "Nexus Fund III"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. The Adviser, the Adviser GP, the Fund, the Nexus Fund, the Nexus Fund III, Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein.

2. Held directly by the Fund.

3. Held directly by the Nexus Fund.

4. Held directly by Nexus Fund III.

5. Held directly by the Account.

6. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Fund shall not be entitled to exercise the Pre-Funded Warrant if it would cause the aggregate number of shares of Common Stock beneficially owned by the Fund, together with its Attribution Parties (as defined in the Pre-Funded Warrant), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

Remarks:

Laura Stoppel, a Principal of the Adviser, serves on the Issuer's board of directors

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	05/13/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	05/13/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC, the General Partner of RA Capital Nexus Fund, L.P.	05/13/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund III GP, LLC, the General Partner of RA Capital Nexus Fund III, L.P.	05/13/2026
	/s/ Peter Kolchinsky, individually	05/13/2026
	/s/ Rajeev Shah, individually	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did RA Capital–managed entities do in the latest Artiva (ARTV) Form 4?

RA Capital–managed funds and an account reported buying 6,510,416 Artiva common shares at $11.52 and 2,170,138 Pre-Funded Warrants at $11.5199. These transactions increased their indirect economic exposure to Artiva Biotherapeutics on May 11, 2026.

How many Artiva (ARTV) shares do the RA Capital vehicles hold after these transactions?

After the reported purchases, RA Capital–associated entities indirectly held 15,203,995 Artiva common shares, plus additional indirect positions of 68,320, 826,832, and 264,571 shares through separate funds and an account, according to the Form 4 disclosure.

What are the key terms of the Artiva (ARTV) Pre-Funded Warrants bought by RA Capital?

The RA Capital–managed fund acquired 2,170,138 Pre-Funded Warrants exercisable into Artiva common stock at a $0.0001 exercise price. They are exercisable immediately, but the fund cannot exercise if doing so would push its beneficial ownership above 9.99% of outstanding common shares.

Who is attributed as holding the Artiva (ARTV) securities reported in this Form 4?

The securities are held directly by RA Capital Healthcare Fund, RA Capital Nexus funds, and a separately managed account. RA Capital Management, its general partner, and principals Peter Kolchinsky and Rajeev Shah disclaim beneficial ownership except to the extent of their pecuniary interest.

Were the Artiva (ARTV) transactions open-market purchases or option exercises?

The Form 4 characterizes the main trades as open-market or private purchases, coded as “P.” These include common stock and Pre-Funded Warrant purchases; there are no derivative exercises reported, and derivativeSummary shows no remaining derivative positions besides the new warrants.