Artiva CEO Reports RSU Withholding and 25,500-Share Sale at $2.73 Avg

Rhea-AI Filing Summary

Fred Aslan, President, CEO and Director of Artiva Biotherapeutics (ARTV), reported three non-derivative stock transactions. On 05/15/2025 he had 4,472 shares withheld by the issuer to satisfy income tax obligations tied to RSU vesting at a price of $2.13, leaving 412,193 shares beneficially owned. On 08/15/2025 he sold 25,500 shares under a Rule 10b5-1 plan adopted July 23, 2024, at a weighted average sale price of $2.7286 (range $2.60–$2.80), reducing ownership to 386,693 shares. Also on 08/15/2025 another 4,472 shares were withheld for taxes at $2.75, resulting in 382,221 shares owned. The Form 4 was signed by an attorney-in-fact on 08/18/2025.

Positive

• Use of a Rule 10b5-1 plan for the sale indicates pre-planned, non-discretionary insider trading
• Clear disclosure of RSU tax-withholding amounts and sale price range enhances transparency

Negative

• Insider ownership decreased from 412,193 to 382,221 shares following reported transactions

Insights

Securities Analyst

TL;DR: Insider sold shares under a pre-set 10b5-1 plan and had RSU taxes satisfied via share-withholding, modestly reducing holdings.

The filings show routine insider actions: RSU tax withholding and pre-planned sales under a Rule 10b5-1 program adopted 07/23/2024. The 25,500-share sale at a weighted average of $2.7286 is a controlled disposition rather than a discretionary trade. Withholdings on RSU vesting (4,472 shares on two dates) reflect compensation settlement, not open-market compensation. Overall ownership declined from 412,193 to 382,221 shares across these events, a reduction of about 7.3% of the initially reported post-05/15/2025 holdings. No derivative transactions or other compensatory changes were reported.

Corporate Governance Expert

TL;DR: Actions are procedural and governed by pre-established plan; documentation is consistent with Section 16 reporting norms.

The disclosure identifies the reporter as both an officer and director, and notes a Rule 10b5-1 plan, which provides affirmative defense for trades. Share withholding to satisfy tax on RSUs is standard and explicitly disclosed. The Form 4 is signed by an attorney-in-fact, indicating delegated filing authority. There are no indications of unusual timing, related-party transactions, or derivative exercises within the filing. Impact on governance is minimal based solely on these routine transactions.

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

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

X

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^*

Aslan Fred

(Last) (First) (Middle)

C/O ARTIVA BIOTHERAPEUTICS, INC.

5505 MOREHOUSE DRIVE, SUITE 100

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

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		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2025

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

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

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

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	05/15/2025		F		4,472(1)	D	$2.13	412,193	D
Common Stock	08/15/2025		S		25,500(2)	D	$2.7286(3)	386,693	D
Common Stock	08/15/2025		F		4,472(1)	D	$2.75	382,221	D

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

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy income tax obligations associated with the vesting of restricted stock unit awards.

2. Represents shares sold pursuant to a Rule 10b5-1 Plan adopted on July 23, 2024, to satisfy income tax obligations associated with the vesting of restricted stock unit awards.

3. The weighted average sale price for the transaction reported was $2.7286, and the range of prices were between $2.60 and $2.80. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

	/s/ Neha Krishnamohan, Attorney-in-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did ARTV insider Fred Aslan report on Form 4?

The report discloses 4,472 shares withheld for taxes on 05/15/2025 at $2.13, a 25,500-share sale on 08/15/2025 under a Rule 10b5-1 plan at a weighted average of $2.7286, and 4,472 shares withheld on 08/15/2025 at $2.75.

Why were some shares withheld in these Form 4 transactions?

The withheld shares represent shares surrendered to satisfy income tax obligations associated with the vesting of restricted stock units (RSUs).

Was the 08/15/2025 sale discretionary or pre-planned?

The sale of 25,500 shares on 08/15/2025 was executed pursuant to a Rule 10b5-1 plan adopted on July 23, 2024, indicating it was pre-planned.

How did these transactions change Fred Aslan’s ownership in ARTV?

Reported ownership declined from 412,193 shares after the May transaction to 382,221 shares after the August transactions.

Who signed the Form 4 filing for these transactions?

The Form 4 was signed by Neha Krishnamohan, Attorney-in-Fact on 08/18/2025.