DEF 14A

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

Artiva Biotherapeutics, Inc.

     (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

Artiva Biotherapeutics, Inc.

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.

    

Artiva Biotherapeutics, Inc.

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

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

Artiva Biotherapeutics, Inc.

5505 Morehouse Drive, Suite 100

San Diego, California 92121

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because the board of directors (the Board) of Artiva Biotherapeutics, Inc. (sometimes referred to as the Company or Artiva) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. You are invited to attend the annual meeting online to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the phone or through the internet.

We intend to first mail these proxy materials on or about August 3, 2026 to all stockholders of record entitled to vote at the annual meeting.

How do I attend the Annual Meeting?

This year’s Annual Meeting will be a virtual meeting, which will be conducted entirely online via audio webcast to allow greater participation. You may attend, vote and ask questions at the Annual Meeting by following the instructions provided on the proxy card or voting instruction form to log in to www.proxydocs.com/ARTV. If you are a stockholder of record, you will be asked to provide the control number from your proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, follow the instructions from your broker or bank.

The audio webcast of the Annual Meeting will begin promptly at 2:00 p.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:45 p.m. Pacific Time, and you should allow reasonable time for the check-in procedures.

You are entitled to attend the Annual Meeting if you were a stockholder as of the close of business on July 20, 2026 (the Record Date) or hold a valid proxy for the meeting. To be admitted to the Annual Meeting, you will need to visit www.proxydocs.com/ARTV and enter the Control Number found next to the label “Control Number” on your proxy card or voting instruction form, or in the email sending you this proxy statement. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number/ proxy to vote.

Whether or not you participate in the Annual Meeting, it is important that you vote your shares.

What if I cannot find my Control Number?

If you are a stockholder of record, you will need to contact the Company by email at ir@artivabio.com and request your Control Number prior to the Annual Meeting.

If you are a beneficial owner (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Where can we get technical assistance if we are having trouble accessing the meeting or during the meeting?

If you have difficulty accessing the meeting or during the meeting, please refer to the technical support telephone number posted on the virtual meeting website login page, where technicians will be available to help you.

For the Annual Meeting, how do we ask questions of management and the Board?

Stockholders may submit questions relevant to the proposals to be voted on at the Annual Meeting for approximately five days in advance of the Annual Meeting through www.proxydocs.com/ARTV. We plan to spend up to 15 minutes answering appropriate stockholder questions at the conclusion of the Annual Meeting and will include as many stockholder questions that comply with the rules of conduct for the Annual Meeting as the allotted time permits. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Questions that are not relevant to the proposals to be voted on at the Annual Meeting will not be responded to. Questions may be submitted during the Annual Meeting through www.proxydocs.com/ARTV.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on July 20, 2026, will be entitled to vote at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If on July 20, 2026, your shares were registered directly in your name with Artiva Biotherapeutics, Inc.’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card, vote by proxy over the telephone, or vote by proxy through the internet to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on July 20, 2026, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials should be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You must follow the instructions provided by your brokerage firm, bank, or other similar organization for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a control number via email or on your proxy card or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a control number via email or on your proxy card or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.

What am I voting on?

There are three matters scheduled for a vote:

•

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. (Proposal 2); and

•

To approve an amendment to 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 (Proposal 3).

What if another matter is properly brought before the meeting?

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment. Discretionary authority for them to do so is provided for in the proxy card.

How do I vote?

For Proposal 1, you may either vote “For” the nominee to the Board or you may “Withhold” your vote for the nominee to the Board. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the Annual Meeting, you may vote by proxy using the enclosed proxy card or you may vote by proxy over the telephone, through the internet or using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote at the Annual Meeting even if you have already voted by proxy. This is only required if you want to change your original vote, since votes will not be double counted.


By Internet	By Telephone	By Mail	During the Meeting
You may vote your shares from any location in the world at www.proxypush.com/ARTV (you will need the control number printed on your proxy card)	You may vote your shares by calling 1-866-390-5317 and following the instructions on your proxy card.	If you received a proxy card by mail, you may vote by completing, dating and signing the proxy card and promptly mailing it in the postage-paid envelope provided.	To vote at the meeting, visit www.proxydocs.com/ARTV (you will need the control number printed on your proxy registration confirmation email)

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 2:00 p.m. Pacific Time on September 8, 2026.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instructions form with these proxy materials from that organization rather than from the Company. You must follow these instructions for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a control number via email or on your proxy card or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a control number via email or on your proxy card or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain your control number. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain their control number either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.

     Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. 

    

How many votes do I have?

Each share of common stock you owned as of July 20, 2026, is entitled to one vote.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of the nominees for director, “For” the ratification of the appointment by the Audit Committee of the Board of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and “For” the approval of the amendment to the 2024 Plan. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using that individual’s best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. In this regard, Proposals 1 and 3 are considered to be “non-routine” matters meaning that your broker may not vote your shares on these proposals in the absence of your voting instructions. Proposal 2 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 2.

If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. When there is at least one “routine” matter that the broker, bank or other securities intermediary votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Proposals 1 and 3 are considered to be “non-routine” matters and we therefore do not expect broker non-votes to exist in connection with those proposals. Proposal 2 is considered to be a “routine” matter and we therefore expect brokers, banks or other securities intermediaries to vote on this proposal.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Who is paying for this proxy solicitation?

Artiva Biotherapeutics, Inc. will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by email, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may submit another properly completed proxy card with a later date.

•

You may grant a subsequent proxy by telephone or through the internet.

•

You may send a timely written notice that you are revoking your proxy to Artiva Biotherapeutics, Inc.’s Secretary at 5505 Morehouse Drive, Suite 100, San Diego, California 92121. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day one week preceding the date of the Annual Meeting.

•

You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

What vote is required for adoption or approval of each proposal and how will votes be counted?

     Proposal
Number

     Proposal
Description

     Vote Required
for Approval

     Voting
Options

     Effect of
Abstentions
or
Withhold
votes, as
applicable

     Effect of
Broker
Non-Votes

     Board
Recommendation

     1

     Election of two directors named in this proxy statement

     The nominees receiving the most “For” votes will be elected

     FOR or WITHHOLD

     No Effect

     No Effect

     FOR all nominees

     2

     Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026

     “For” votes from a majority of the votes cast “For” or “Against” this proposal is required for approval.

     FOR, AGAINST or ABSTAIN

     No Effect

     No Effect

     FOR

     3

     Approve an amendment to 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

     “For” votes from a majority of the votes cast “For” or “Against” this proposal is required for approval.

     FOR, AGAINST or ABSTAIN

     No Effect
 
     No Effect
 
     FOR

Who will count the vote?

Representatives of BetaNXT Inc. will tabulate the votes and act as inspectors of election.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote at the Annual Meeting are present in person or represented by proxy. On July 20, 2026, there were 48,885,777 shares of common stock, outstanding and entitled to vote.

If there is no quorum, either the chairperson of the Annual Meeting or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy and entitled to vote (excluding abstentions and broker non-votes) may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the internet?

The proxy statement, Form 10-K and annual report to stockholders are available at www.proxydocs.com/ARTV.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, relating to future events. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performance will differ materially from such predictions. For a nonexclusive list of major factors which could cause the actual results to differ materially from the predicted results in the forward-looking statements, please refer to the “Risk Factors” in Part I. Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our subsequent periodic reports on Form 10-Q and Form 8-K.

PROPOSAL 1: ELECTION OF DIRECTORS

Under our amended and restated certificate of incorporation (the Certificate of Incorporation) and amended and restated bylaws (the Bylaws), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at the Company’s 2028 annual meeting of stockholders, each Class II director has a term that expires at this Annual Meeting and each Class III director has a term that expires at the Company’s 2027 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal.

There are currently seven members of the Board. There are two Class II directors whose term of office expires at the Annual Meeting: Brian Daniels, M.D. and Laura Stoppel, Ph.D. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the incumbent Class II directors listed below for election to the Board at the Annual Meeting.