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

Rhea-AI Filing Summary

Achieve Life Sciences, Inc. (ACHV) reported an insider acquisition: Chief Operations Officer Craig Donnelly was granted a stock option on 10/01/2025 to purchase 50,000 shares of common stock at a $3.10 exercise price. The option vests with 1/4 of the award on the first anniversary of September 8, 2025 and then in substantially equal monthly installments over the following 36 months, subject to continued service. The Form 4 was signed by an attorney-in-fact on 10/03/2025. This filing documents a routine executive equity award that creates potential future dilution if exercised and ties the officer’s compensation to company share performance.

Positive

• 50,000-share option award ties the Chief Operations Officer's incentives to company share performance
• Vesting includes a one-year cliff then monthly vesting over 36 months, promoting retention

Negative

• Potential dilution of up to 50,000 common shares if options are exercised
• Exercise price of $3.10 could result in dilution if market price exceeds that level

Insights

Corporate Governance Analyst

Insider grant aligns COO incentives with shareholders through time-based vesting.

The filing shows a 50,000-share stock option awarded to the Chief Operations Officer on 10/01/2025 with an exercise price of $3.10. The vesting schedule begins on 9/08/2026 (one-year cliff) then vests monthly over 36 months, which is a standard multi-year retention structure.

This structure encourages continued service and links compensation to future share performance while creating potential dilution of 50,000 shares if options are exercised.

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).

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. 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 Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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
Stock Option (right to buy)	$3.1	10/01/2025		A		50,000		(1)	10/01/2035	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. This option will vest as to 1/4 of the total award on the first anniversary of September 8, 2025, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

	/s/ Sandra Thomson as attorney-in-fact for Craig Donnelly	10/03/2025
	** 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 ACHV report in this Form 4 filing?

The company reported that Chief Operations Officer Craig Donnelly was granted a stock option to acquire 50,000 shares on 10/01/2025 at an exercise price of $3.10.

When does the option vest for the ACHV COO?

The option vests 1/4 on the first anniversary of September 8, 2025 and then in substantially equal monthly installments over the next 36 months, subject to continued service.

Who filed the Form 4 for ACHV (symbol)?

The Form 4 was filed for Craig Donnelly, Chief Operations Officer, and signed by Sandra Thomson as attorney-in-fact on 10/03/2025.

What is the exercise price and term of the option reported by ACHV?

The reported option has an exercise price of $3.10 and an expiration date shown as 10/01/2035 for the underlying award.

Does the filing indicate if the option was acquired or disposed of?

The transaction code shows the option was acquired (code A) on 10/01/2025 for 50,000 options.