[Form 3] ACHIEVE LIFE SCIENCES, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Craig Donnelly, Chief Operations Officer of Achieve Life Sciences (ACHV), filed an initial Form 3 reporting direct ownership of 52,372 shares of common stock and two stock option awards. One option covers 25,000 shares exercisable beginning 03/14/2033 at $4.53; the other covers 22,500 shares exercisable beginning 01/22/2034 at $4.55. Vesting schedules for each grant are disclosed in the filing.

Positive

• Initial Section 16 disclosure filed for an officer, improving transparency
• Detailed vesting schedules and exercise prices for both option grants were provided

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer disclosed modest direct holdings and standard employee option grants; no immediate dilutive impact.

The Form 3 reports direct ownership of 52,372 shares and two option grants totaling 47,500 shares with exercise prices near $4.53–$4.55 and multi-year vesting. This is a routine Section 16 initial disclosure that provides transparency on insider holdings and potential future dilution as options vest and become exercisable. No cash, debt, or revenue figures are included.

Corporate Governance Expert

TL;DR: Filing meets Section 16 disclosure requirements and details vesting mechanics for governance oversight.

The submission documents the reporting officer's beneficial ownership and the vesting schedule for two option awards, allowing stakeholders to track insider incentives and timing of potential exercises. The signature is by attorney-in-fact, consistent with procedural practice. No governance issues or departures are reported.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Donnelly Craig

(Last) (First) (Middle)

22722 29TH DR. SE

SUITE 100

(Street)

BOTHELL WA 98021

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2025

3. Issuer Name and Ticker or Trading Symbol
ACHIEVE LIFE SCIENCES, INC. [ ACHV ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operations Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Sock	52,372	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	03/14/2033	Common Stock	25,000	$4.53	D
Stock Option (right to buy)	(2)	01/22/2034	Common Stock	22,500	$4.55	D

Explanation of Responses:

1. 25% of the options became exercisable on March 1, 2024 and the remainder vest in thirty-six equal monthly installments thereafter.

2. The options vest as to one-third of the award on January 22, 2025 and thereafter in equal monthly installments over 24 months.

	/s/ Sandra Thomson as attorney-in-fact for Craig Donnelly	09/19/2025
	** 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 5 (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.

FAQ

What did Craig Donnelly report on the ACHV Form 3?

He reported direct ownership of 52,372 shares of common stock and two stock option awards totaling 47,500 underlying shares.

What are the exercise prices and exercisable dates of the options reported on ACHV Form 3?

One option is exercisable beginning 03/14/2033 at $4.53; the other is exercisable beginning 01/22/2034 at $4.55.

How do the reported options vest according to the filing?

The filing states the first grant had 25% vesting on 03/01/2024 with the remainder in 36 equal monthly installments; the second vests one-third on 01/22/2025 and then in equal monthly installments over 24 months.

When was the event requiring this Form 3 reported?

The Date of Event Requiring Statement is 09/08/2025 with the form signed by attorney-in-fact on 09/19/2025.

Does the Form 3 disclose any indirect ownership or other holdings?

No indirect ownership or other holdings are disclosed; all reported securities are listed as direct (D).