[Form 4] ACHIEVE LIFE SCIENCES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Mark K. Oki, Chief Financial Officer of Achieve Life Sciences, Inc. (ACHV), reported insider transactions on 09/18/2025. The filing shows settlement of 168,000 performance restricted stock units (PRSUs) into common stock, increasing his beneficial ownership to 178,000 shares immediately after settlement. Concurrently, the reporting person sold 50,060 shares in multiple transactions at a weighted average price of $2.92 per share (individual sale prices ranged from $2.83 to $3.02), reducing beneficial ownership to 127,940 shares. The PRSUs each represent a contingent right to one share and vest upon achievement of specified milestones; the related PRSUs list a date of 12/06/2028 in the filing. The sale is disclosed as made to satisfy income tax withholding and remittance obligations in connection with net settlement.

Insights

Corporate Governance Expert

TL;DR: Routine equity settlement with tax-related share disposals; indicates management compensation realization, not a clear negative signal.

The settlement of 168,000 PRSUs converts performance-based awards into common stock, aligning the CFO with shareholder outcomes if milestone conditions are met. The simultaneous sale of 50,060 shares is explicitly documented as tax withholding for net settlement, which is a standard administrative action rather than a discretionary market sale. Beneficial ownership after the reported activity is 127,940 shares. This filing is material as an insider disclosure but appears procedural and linked to compensation mechanics rather than an opportunistic disposition.

Securities/Market Analyst

TL;DR: Insider converted PRSUs and sold a portion to cover taxes; transaction size is notable but context is non-dispositive.

The conversion of a large block of PRSUs (168,000) increases potential share supply when settled, though the filing shows the majority remained held after net settlement. The disclosed sale of 50,060 shares at a weighted average of $2.92 provides a clear reference price for recent insider activity. Because the sale is described as tax-related, it reduces the interpretive weight of the disposal as a signal about management's view on valuation. For investors, this is an important transparency item but does not by itself imply a change in corporate outlook.

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^*

Oki Mark K

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		M		168,000(1)	A	$0	178,000	D
Common Stock	09/18/2025		S		50,060(2)	D	$2.92(3)	127,940	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)	09/18/2025		M			168,000	(5)	12/06/2028	Common Stock	168,000	$0	0	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 Reporting Person to satisfy income tax withholding and remittance obligations in connection with the net settlement of the PRSUs.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.83 to $3.02 per share, inclusive. The reporting person hereby 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.

	/s/ Sandra Thomson as attorney-in-fact for Mark Oki	09/22/2025
	** 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).
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FAQ

What insider transactions did ACHV CFO Mark Oki report on 09/18/2025?

He reported the settlement of 168,000 PRSUs into common stock and the sale of 50,060 shares to satisfy tax withholding obligations.

How many ACHV shares does Mark Oki beneficially own after these transactions?

The filing reports 127,940 shares beneficially owned following the reported transactions.

At what price were the ACHV shares sold by Mark Oki?

The shares were sold at a weighted average price of $2.92 per share, with individual sale prices ranging from $2.83 to $3.02.

Why were 50,060 ACHV shares sold by the reporting person?

The filing states those shares were sold to satisfy income tax withholding and remittance obligations in connection with the net settlement of PRSUs.

What are the terms of the PRSUs converted in this filing?

Each PRSU represents a contingent right to receive one share of common stock; the filing notes vesting is tied to achievement of specified milestones and lists 12/06/2028 in the award table.