Cindy Jacobs settles 110k PRSUs at Achieve Life Sciences; tax-sale of 27.6k shares

Rhea-AI Filing Summary

Insider transactions by Cindy Jacobs at Achieve Life Sciences (ACHV) show settlement of performance restricted stock units into common stock and a small sale to cover tax withholding. On 09/04/2025 Ms. Jacobs had 110,000 shares acquired upon settlement of PRSUs and separately sold 27,629 shares at a weighted average price between $2.68 and $2.88 to satisfy income tax withholding obligations. Following these transactions she beneficially owned 115,585 shares of common stock. The filing states the PRSUs were previously reported as earned after Compensation Committee certification and that some PRSUs vest subject to milestone conditions, with certain awards exercisable or settling on specified future dates.

Positive

• 110,000 shares acquired upon settlement of performance restricted stock units, increasing insider alignment with shareholders
• PRSU awards were certified by the Compensation Committee, indicating formal approval of performance achievement
• Sale was explicitly for income tax withholding, showing the transaction was compensatory rather than discretionary trading

Negative

• 27,629 shares were sold to satisfy tax obligations, reducing the newly settled shares retained
• Some PRSUs have contingent vesting (0%–100%) for certain awards, indicating future dilution is conditional and uncertain

Insights

Financial Analyst

TL;DR: Insider received a large equity compensation settlement and sold a modest portion to cover taxes; net ownership increased materially in absolute terms.

The filing documents settlement of PRSUs into 110,000 shares and a tax-related sale of 27,629 shares at a weighted average price range of $2.68–$2.88. Net beneficial ownership after the transactions is 115,585 shares. These actions are compensation-driven rather than discretionary trading, as the sale is explicitly to satisfy tax withholding. For investors, this clarifies dilution from settled awards and the insiders current equity stake magnitude.

Corporate Governance Expert

TL;DR: Compensation awards were certified and settled; transactions include customary tax withholding sales, consistent with standard executive equity practices.

The filing notes PRSUs were certified by the Compensation Committee and converted to shares. It discloses milestone-based vesting terms for some PRSUs and a net settlement process where the issuer sold shares to satisfy withholding. The use of net settlement and the attorney-in-fact signature on behalf of the reporting person are documented, aligning with routine governance and compliance procedures for equity compensation.

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^*

JACOBS CINDY

(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)
	President & CMO

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		110,000(1)	A	$0	143,214	D
Common Stock	09/04/2025		S		27,629(2)	D	$2.77(3)	115,585	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)	(5)	09/04/2025		M			84,000	(6)	01/22/2028	Common Stock	84,000	$0	0	D
Performance Restricted Stock Unit (PRSU)(7)	(5)	09/04/2025		M			26,000	(8)	01/28/2035	Common Stock	26,000	$0	104,000	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. Represents PRSUs previously reported on January 24, 2024 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.

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

6. 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.

7. 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.

8. 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 Cindy Jacobs	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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FAQ

What transactions did Cindy Jacobs report on ACHV Form 4?

The Form 4 reports the settlement of 110,000 PRSU shares into common stock and the sale of 27,629 shares to satisfy tax withholding.

How many ACHV shares does Cindy Jacobs beneficially own after the transactions?

Following the reported transactions, Cindy Jacobs beneficially owned 115,585 shares of ACHV common stock.

At what price were the withheld ACHV shares sold?

The withheld shares were sold at a weighted average price in the range of $2.68 to $2.88 per share.

Why were the ACHV shares sold by the issuer?

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

Were the PRSU awards previously disclosed?

Yes, the PRSUs were previously reported on January 24, 2024 and January 30, 2025 as earned upon Compensation Committee certification.