Achieve Life Sciences CEO Receives 297,500 Shares; Partial Sale to Cover Taxes

Rhea-AI Filing Summary

Richard Stewart, CEO and Director of Achieve Life Sciences (ACHV), reported settlement of performance restricted stock units and related share sales on 09/18/2025. He received 297,500 shares upon settlement of PRSUs and sold 129,501 shares in multiple transactions for a weighted average price of $2.92 per share to satisfy income tax withholding and remittance obligations. After these transactions the filing shows reported beneficial ownership positions including 358,376 shares (direct) and additional indirect holdings: 359 shares held by spouse and 882 held by Ricanto Limited, of which the reporting person is principal. Two tranches of PRSUs (140,000 and 157,500) remain listed with settlement tied to milestone vesting dates in 2028 and 2029.

Positive

• Settlement of PRSUs increased direct ownership by 297,500 shares, indicating additional vested equity held by the CEO
• Filing discloses detailed sale price range ($2.83–$3.02) and weighted average ($2.92), providing transparency on the disposition

Negative

• Sale of 129,501 shares reduced the reporting person's immediate share count and represents a material disposition relative to the transaction size
• Significant portion of PRSU proceeds used for tax withholding, meaning the transaction was not a pure constructive purchase of new shares

Insights

Corporate Governance Expert

TL;DR: CEO received a large PRSU settlement and sold a portion to cover tax obligations, increasing reported direct holdings.

The report documents settlement of PRSUs into 297,500 common shares and the sale of 129,501 shares at a weighted average of $2.92 to satisfy withholding. The filing discloses continued contingent PRSU exposure (total 297,500 additional shares tied to milestones with 2028 and 2029 dates). Ownership disclosure shows a meaningful direct holding of 358,376 shares after the transactions and indirect holdings through spouse and Ricanto Limited. For governance, the mix of in-kind settlement and tax-cover sales is typical for equity compensation monetization; the filing is transparent about price range and ownership structure.

Securities Analyst

TL;DR: Insider net increase in stock position via PRSU settlement; partial disposition was for tax withholding, not an outright investment exit.

The Form 4 shows the reporting person acquired 297,500 shares upon PRSU settlement and sold 129,501 shares across prices ranging from $2.83 to $3.02, with weighted average $2.92. Post-transaction beneficial ownership is reported as 358,376 shares direct plus indirect holdings. Two outstanding PRSU tranches total 297,500 shares subject to milestone vesting through 2029. The transactions are disclosed clearly and include an undertaking to provide detailed per-trade sale prices on request.

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^*

Stewart Richard Alistair

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		297,500(1)	A	$0	358,376	D
Common Stock	09/18/2025		S		129,501(2)	D	$2.92(3)	228,875	D
Common Stock								359	I	By Spouse
Common Stock								882	I	By Ricanto Limited(4)

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)	(5)	09/18/2025		M			140,000	(6)	01/22/2028	Common Stock	140,000	$0	0	D
Performance Restricted Stock Unit (PRSU)	(5)	09/18/2025		M			157,500	(6)	01/13/2029	Common Stock	157,500	$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. The reporting holder is the principal owner of Ricanto Limited.

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.

	/s/ Sandra Thomson as attorney-in-fact for Richard Stewart	09/22/2025
	** 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 Richard Stewart (ACHV) report on Form 4?

The report shows settlement of 297,500 shares from PRSUs and sale of 129,501 shares on 09/18/2025.

At what price were shares sold in the Form 4?

Shares were sold in multiple transactions at prices ranging from $2.83 to $3.02, with a weighted average of $2.92.

How many ACHV shares does the reporting person beneficially own after the transactions?

The filing reports 358,376 shares owned directly after the reported transactions, plus indirect holdings of 359 (spouse) and 882 (Ricanto Limited).

Why were some shares sold according to the Form 4?

The filing states 129,501 shares were sold to satisfy income tax withholding and remittance obligations related to the PRSU net settlement.

Are there remaining unvested PRSUs disclosed?

Yes. Two PRSU tranches totaling 297,500 shares remain contingent on milestone vesting, with settlement dates tied to 01/22/2028 and 01/13/2029.