Achieve Life Sciences insider: 69,000 PRSU shares settled, 20,854 sold for taxes

Rhea-AI Filing Summary

Achieve Life Sciences insider report: Jaime Xinos, the company's Chief Commercial Officer and a director, reported transactions dated 09/04/2025. He received 69,000 shares of common stock upon settlement of performance restricted stock units (PRSUs) and the issuer sold 20,854 shares to cover income tax withholding at a weighted average price of $2.77 per share. After these transactions he beneficially owned 74,432 shares. The Form 4 also shows outstanding PRSUs: 49,000 that vest upon achievement of certain milestones (settlement date tied to 01/22/2028) and 20,000 PRSUs with a measurement period extending to 01/28/2035 that may vest 0%–100% depending on performance. The form was filed by an attorney-in-fact on 09/08/2025.

Positive

• Settlement of PRSUs for 69,000 shares increases insider ownership and aligns management with shareholder interests
• Large performance-based awards (49,000 and 20,000 PRSUs) indicate compensation tied to clearly defined milestones and long-term performance

Negative

• 20,854 shares sold to satisfy tax withholding reduced the immediate net share increase from the PRSU settlement
• Potential dilution from outstanding PRSUs which may vest up to 100% for the 20,000-unit tranche through 2035

Insights

Financial Analyst

TL;DR: Executive received a large PRSU payout and sold shares to cover taxes, leaving modest net ownership.

The settlement of 69,000 shares increases insider alignment with shareholders but the net addition is smaller after the tax-related disposition of 20,854 shares at a weighted average of $2.77. Post-transaction beneficial ownership of 74,432 shares is disclosed. The presence of additional PRSUs (49,000 and 20,000) with milestone-based and measurement-period vesting schedules indicates future potential dilution contingent on performance. These are routine compensation-related transactions and no open-market purchase for investment is reported.

Corporate Governance Expert

TL;DR: Compensation settlement and tax withholding sale reflect standard equity award administration, not a management exit signal.

The report documents earned performance awards certified by the Compensation Committee and their settlement into common shares. The simultaneous net settlement and tax-withholding sale are typical mechanics of PRSU settlements. The filing does not show any departures, change-in-control considerations, or unusual insider dispositions. Vesting conditions and long measurement windows for a tranche through 2035 suggest multi-year performance alignment.

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

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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).

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^*

Xinos Jaime

(Last) (First) (Middle)

22722 29TH DR SE

SUITE 100

(Street)

BOTHELL WA 98021

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		M		69,000(1)	A	$0	95,286	D
Common Stock	09/04/2025		S		20,854(2)	D	$2.77(3)	74,432	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
Performance Restricted Stock Unit (PRSU)	(4)	09/04/2025		M			49,000	(5)	01/22/2028	Common Stock	49,000	$0	0	D
Performance Restricted Stock Unit (PRSU)(6)	(4)	09/04/2025		M			20,000	(7)	01/28/2035	Common Stock	20,000	$0	80,000	D

Explanation of Responses:

1. Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.

2. Represents shares of common stock that have been sold by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the PRSUs.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.68 to $2.88 per share, 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 in this footnote.

4. Each PRSU represents a contingent right to receive one share of the issuer's common stock at settlement.

5. Pursuant to the terms of the award agreement governing the PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

6. Represents PRSUs previously reported on January 30, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors.

7. Pursuant to the terms of the award agreement governing the PRSU, the number of underlying shares of the Issuer's common stock that may ultimately vest ranges from 0% to 100% of the number of the PRSUs initially granted, subject to certain milestones being met during the measurement period.

	/s/ Sandra Thomson as attorney-in-fact for Jaime Xinos	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 transactions did Jaime Xinos report on Form 4 for ACHV?

The report shows settlement of PRSUs resulting in 69,000 shares acquired and the sale of 20,854 shares to cover tax withholding on 09/04/2025.

How many ACHV shares does Jaime Xinos beneficially own after the transactions?

After the reported transactions he beneficially owned 74,432 shares.

At what price were the withheld ACHV shares sold?

The shares sold to satisfy tax withholding were sold at a weighted average price of $2.77 per share, with individual sale prices ranging from $2.68 to $2.88.

What PRSU awards remain outstanding for Jaime Xinos?

The Form 4 lists 49,000 PRSUs with settlement tied to milestone achievement and 20,000 PRSUs with a measurement period through 01/28/2035, which may vest between 0%–100%.

Who filed the Form 4 and when was it signed?

The Form 4 was filed on behalf of Jaime Xinos by an attorney-in-fact, Sandra Thomson, and signed on 09/08/2025.