Acadia (NASDAQ: ACAD) officer sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

ACADIA PHARMACEUTICALS’ principal accounting officer, James Kihara, reported routine RSU vesting and related tax sales. On April 5, 2026, 2,010 restricted stock units were converted into 2,010 shares of common stock at $0.00 per share. The same RSU grant vests in four equal annual installments beginning April 5, 2023.

On April 7, 2026, 1,030 of these shares were sold in open-market transactions at a weighted-average price of $22.20 per share, with actual prices ranging from $22.07 to $22.20. A footnote states these mandatory sales were made to cover withholding taxes and related tax items in connection with the RSU vesting and are intended to comply with Rule 10b5-1(c). After these transactions, Kihara directly holds 27,865 shares of Acadia common stock.

Insights

Equity compensation and governance analyst

Routine RSU vesting with tax-related share sales; limited informational signal.

ACADIA PHARMACEUTICALS’ principal accounting officer, James Kihara, reported the vesting of 2,010 restricted stock units, which converted into common shares at $0.00 exercise price. This is standard equity compensation, consistent with a four-year vesting schedule starting April 5, 2023.

On April 7, 2026, 1,030 shares were sold at a weighted-average of $22.20 (range $22.07–$22.20). A footnote explains these were mandatory sales to cover withholding taxes and related tax items, not a discretionary liquidation. The filing also notes the arrangement is intended to satisfy Rule 10b5-1(c) requirements, underscoring its pre-planned, mechanical nature.

Following the transactions, Kihara holds 27,865 common shares directly, and the derivativeSummary shows no remaining position from this RSU lot. Future compensation-related vesting events are implied by the multi-year schedule, but their specific timing and size beyond this excerpt will appear in subsequent company filings.

Insider Trade Summary

Net Seller: 1,030 shares ($22,866)

Net Sell 3 txns

Insider Kihara James

Role PRINCIPAL ACCOUNTING OFFICER

Sold 1,030 shs ($23K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,030	$22.20	$23K
Exercise	Restricted Stock Units	2,010	$0.00	--
Exercise	Common Stock	2,010	$0.00	--

Holdings After Transaction: Common Stock — 27,865 shares (Direct); Restricted Stock Units — 0 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The mandatory sales reported in this Form 4 were made to cover withholding taxes and tax related items imposed by the Issuer in connection with the vesting of restricted stock units, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.07 to $22.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The restricted stock units vest in four equal annual installments beginning April 5, 2023.

Key Figures

Shares sold: 1,030 shares Weighted-average sale price: $22.20 per share RSUs converted: 2,010 units +3 more

6 metrics

Shares sold 1,030 shares Open-market sale on April 7, 2026 to cover taxes

Weighted-average sale price $22.20 per share Tax-related sale, trades ranged from $22.07 to $22.20

RSUs converted 2,010 units Restricted stock units vesting into common stock on April 5, 2026

Post-transaction holdings 27,865 shares Common stock directly owned after reported transactions

RSU vesting schedule 4 equal annual installments Beginning April 5, 2023, per Form 4 footnote

Sale price range $22.07–$22.20 Multiple trades used to compute weighted-average sale price

Key Terms

Restricted Stock Units, withholding taxes, Rule 10b5-1(c), weighted average price, +1 more

5 terms

Restricted Stock Units financial

"The restricted stock units vest in four equal annual installments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"mandatory sales reported ... were made to cover withholding taxes and tax related items"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

Rule 10b5-1(c) regulatory

"intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B)"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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^*

Kihara James

(Last) (First) (Middle)

C/O ACADIA PHARMACEUTICALS INC.

12830 EL CAMINO REAL, SUITE 400

(Street)

SAN DIEGO CALIFORNIA 92130

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ACADIA PHARMACEUTICALS INC [ ACAD ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2026

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

X	Form filed by One Reporting Person
	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	04/05/2026		M		2,010	A	(1)	28,895	D
Common Stock	04/07/2026		S(2)		1,030	D	$22.2(3)	27,865	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
Restricted Stock Units	(1)	04/05/2026		M			2,010	(4)	(4)	Common Stock	2,010	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. The mandatory sales reported in this Form 4 were made to cover withholding taxes and tax related items imposed by the Issuer in connection with the vesting of restricted stock units, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.07 to $22.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The restricted stock units vest in four equal annual installments beginning April 5, 2023.

	/s/ Jennifer J. Rhodes, Attorney-in-Fact	04/07/2026
	** 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 insider transactions did ACAD (Acadia Pharmaceuticals) report for James Kihara?

James Kihara reported RSU vesting and a small related share sale. 2,010 restricted stock units converted into common shares, and 1,030 shares were sold mainly to cover withholding taxes tied to the vesting event.

How many Acadia (ACAD) shares did James Kihara sell, and at what price?

He sold 1,030 Acadia common shares. The weighted-average sale price was about $22.20 per share, with individual trades executed between $22.07 and $22.20, according to the Form 4 footnote disclosure.

Were James Kihara’s ACAD share sales discretionary or tax-related?

The sales were described as mandatory and tax-related. A footnote states the 1,030 shares were sold to cover withholding taxes and tax items from RSU vesting and were structured to comply with Rule 10b5-1(c) under the Exchange Act.

How many Acadia (ACAD) shares does James Kihara hold after these Form 4 transactions?

After the RSU conversion and tax-related sale, Kihara directly holds 27,865 shares of Acadia common stock. This post-transaction holding is disclosed in the Form 4 as the total shares beneficially owned following the reported trades.

What were the details of the RSU vesting reported by ACAD for James Kihara?

2,010 restricted stock units vested and converted into common stock at a $0.00 exercise price. A footnote explains the RSUs vest in four equal annual installments beginning April 5, 2023, forming part of Kihara’s equity compensation package.

How does Rule 10b5-1(c) relate to James Kihara’s ACAD share sale?

The filing states the tax-cover sales are intended to comply with Rule 10b5-1(c). That rule allows pre-arranged trading plans, so timing of the 1,030-share sale is framed as mechanical rather than a discretionary market-timing decision.