[Form 4] ACADIA PHARMACEUTICALS INC Insider Trading Activity

Rhea-AI Filing Summary

Mark C. Schneyer, EVP & Chief Financial Officer of ACADIA Pharmaceuticals (ACAD), reported two transactions in September 2025. On 09/12/2025 he acquired 6,815 shares of common stock upon vesting of performance stock units granted May 1, 2023, representing an incremental 25% of target and bringing total PSU vesting to 75% of target. Following that acquisition his beneficial ownership rose to 46,945 shares.

On 09/15/2025 he sold 3,498 shares at $23.65 per share to satisfy withholding taxes and related tax items associated with the PSU vesting, leaving him with 43,447 shares beneficially owned. The sale was reported as a mandatory sale intended to comply with Rule 10b5-1(c) provisions.

Positive

• Executive share acquisition through PSU vesting aligns management compensation with company performance metrics.
• Use of Rule 10b5-1(c) framework for tax-related sales reduces concerns about opportunistic insider trading.

Negative

• Mandatory sale of 3,498 shares reduced the reporting person’s holdings, partially offsetting the vested award.
• Vesting only at 75% of target to date, indicating remaining performance units are still outstanding and unvested.

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting and tax-related withholding sale; alignment with shareholders preserved.

The filing documents standard executive compensation vesting and an accompanying mandatory sell-to-cover to meet tax obligations. The acquisition of 6,815 shares through vested performance stock units signals compensation realization rather than a market-timed purchase. The subsequent sale of 3,498 shares to cover tax withholding is a common administrative action and was executed under a stated Rule 10b5-1(c) framework, which aims to reduce questions about selective trading. This disclosure is procedural and does not by itself indicate a governance concern.

Securities Analyst

TL;DR: Modest net insider increase; transactions are small relative to typical market-moving events.

Net change reduces reported holdings from 46,945 to 43,447 shares after a $23.65 per share sale of 3,498 shares. The $0 acquisition price reflects vesting rather than a purchase. The trades are unlikely to be materially impactful to ACAD stock or alter valuation metrics given the small share counts disclosed. The Form 4 is informative about executive compensation realization timing but not a material operational update.

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
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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).

1. Name and Address of Reporting Person^*

Schneyer Mark C.

(Last) (First) (Middle)

C/O ACADIA PHARMACEUTICALS INC.

12830 EL CAMINO REAL, SUITE 400

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

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)
	EVP, CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		A		6,815	A	$0(1)	46,945	D
Common Stock	09/15/2025		S(2)		3,498	D	$23.65	43,447	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 acquisition of the Issuer's common stock upon vesting of the performance stock units granted to the Reporting Person on May 1, 2023 at incremental 25% of target. Together with the vesting on August 16, 2024, the performance stock units have vested at 75% of target.

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 performance 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).

	/s/ Jennifer J. Rhodes, Attorney-in-Fact	09/16/2025
	** 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.
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FAQ

What did ACAD CFO Mark Schneyer report on Form 4?

The filing reports acquisition of 6,815 shares upon PSU vesting on 09/12/2025 and a sale of 3,498 shares on 09/15/2025 at $23.65 per share.

Why were some shares sold after the PSU vesting?

The sale was a mandatory sell-to-cover to satisfy withholding taxes and related tax items associated with the PSU vesting.

How many shares does the reporting person own after these transactions?

After the reported transactions, the reporting person beneficially owned 43,447 shares.

What portion of the performance stock units have vested to date?

Together with prior vesting on 08/16/2024, the performance stock units have vested at 75% of target.

Was the sale intended to avoid insider trading concerns?

The filing states the sale was intended to comply with and be interpreted to meet the requirements of Rule 10b5-1(c) under the Exchange Act.