Artiva Biotherapeutics, Inc. 8-K

What Happened

• Artiva Biotherapeutics (ARTV) announced on Feb. 18, 2026 that its Board, following the Nominating and Corporate Governance Committee’s recommendation, appointed Elaine Sorg as a Class I director. Her term expires at the Company’s 2028 annual meeting of stockholders. The filing states there are no arrangements or related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

• Ms. Sorg brings more than 35 years of pharmaceutical industry experience, including senior executive roles at AbbVie and Eli Lilly. She served as Senior Vice President and President of AbbVie’s U.S. commercial operations from Nov. 2020 until her retirement in Jan. 2024. She has served as a director of CSL Limited since Sept. 2024, has been a Senior Advisor at Boston Consulting Group since May 2024, and joined Galapagos’s Scientific Strategy Board in Oct. 2025. Education: B.S. (Pharmacy), Purdue University; postgraduate certifications from University of Chicago Booth and Harvard Business School.

Key Details

• Appointment date: February 18, 2026; term expires at 2028 annual meeting.
• Cash retainer: $40,000 annually under the Company’s Non-Employee Director Compensation Policy.
• Initial equity grant: option to purchase 27,500 shares; one-third vested at grant, remainder vests monthly over two years (subject to continuous service).
• Ongoing equity: automatic annual option grants of 13,750 shares on each annual meeting date (vests in full after one year or at next annual meeting); all options vest in full upon a change in control per the 2024 Equity Incentive Plan.
• Ms. Sorg has entered the Company’s standard director indemnity agreement.

Why It Matters

• The appointment adds a senior commercial executive with extensive industry experience to Artiva’s board, strengthening commercial and governance expertise at the director level.
• The compensation package is a mix of cash and equity-based options with standard vesting and change-in-control protections, consistent with non-employee director practices and disclosed plan limits.
• The filing notes no related-party transactions or special arrangements tied to her selection, which investors often view as governance-relevant disclosure.