Achieve Life CEO settles PRSUs, sells 129,501 shares

Rhea-AI Filing Summary

On September 18, 2025, Achieve Life Sciences CEO Stewart Richard Alistair settled performance restricted stock units into 297,500 shares of common stock and sold 129,501 shares at a weighted average price of $2.92 per share in transactions ranging from $2.83 to $3.02. After these transactions he holds 228,875 shares directly, plus 359 shares held by his spouse and 882 shares held through Ricanto Limited. Footnotes state that PRSUs each convert into one share upon milestone-based vesting and that some shares were sold to cover tax withholding on net settlement.

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Stewart Richard Alistair

Role Chief Executive Officer

Sold 129,501 shs ($378K)

Approx. gross sale proceeds $378K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Unit (PRSU)	140,000	$0.00	$0.00
Exercise	Performance Restricted Stock Unit (PRSU)	157,500	$0.00	$0.00
Exercise	Common Stock	297,500	$0.00	$0.00
Sale	Common Stock	129,501	$2.92	$378K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Restricted Stock Unit (PRSU) — 0 contracts (Direct); Common Stock — 228,875 shares (Direct); Common Stock — 359 shares (Indirect, By Spouse); Common Stock — 882 shares (Indirect, By Ricanto Limited)

Footnotes (6)

1. F1. Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.
2. F2. 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. F3. 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. F4. The reporting holder is the principal owner of Ricanto Limited.
5. F5. Each PRSU represents a contingent right to receive one share of the issuer's common stock at settlement.
6. F6. 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.

Key Figures

Common shares sold: 129,501 shares PRSU settled into common stock: 297,500 shares Direct common shares held after: 228,875 shares +5 more

8 metrics

Common shares sold 129,501 shares Sale of common stock on 2025-09-18 at $2.92 weighted average

PRSU settled into common stock 297,500 shares Total common shares received from performance RSU settlements on 2025-09-18

Direct common shares held after 228,875 shares Post-transaction direct common stock holdings

PRSU award 1 size 140,000 PRSUs Performance restricted stock units expiring on 2028-01-22

PRSU award 2 size 157,500 PRSUs Performance restricted stock units expiring on 2029-01-13

Weighted average sale price $2.92 per share Common stock sold in trades between $2.83 and $3.02 per share

Indirect spouse holding 359 shares Common stock held indirectly by spouse after transactions

Indirect Ricanto holding 882 shares Common stock held indirectly through Ricanto Limited

Key Terms

Performance Restricted Stock Unit (PRSU), contingent right, net settlement, weighted average price, +1 more

5 terms

Performance Restricted Stock Unit (PRSU) financial

"Performance Restricted Stock Unit (PRSU) awards convert into common stock upon settlement."

contingent right financial

"Each PRSU represents a contingent right to receive one share of common stock."

net settlement financial

"Shares were sold to satisfy tax obligations in connection with the net settlement of PRSUs."

weighted average price financial

"The sale price is reported as a weighted average price based on multiple trades."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

milestones financial

"PRSU vesting occurs when one of certain corporate milestones has been achieved."

Milestones are specific, measurable progress points a company aims to reach during a project—like completing a clinical trial step, securing a regulatory approval, or hitting a sales target. They matter to investors because each checkpoint reduces uncertainty about the business plan, can trigger payments or changes in valuation, and often signals whether future revenue or growth is likely, similar to passing checkpoints on a racecourse that show how close you are to the finish line.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did ACHV CEO Stewart Richard Alistair report on September 18, 2025?

Stewart Richard Alistair reported settling performance RSUs into 297,500 common shares and selling 129,501 shares on September 18, 2025. These actions combined derivative exercises with a common stock sale and updated his direct and indirect share holdings.

How many performance restricted stock units did ACHV’s CEO settle, and what do PRSUs represent?

He settled 140,000 and 157,500 Performance Restricted Stock Units into common stock. Footnotes explain each PRSU represents a contingent right to receive one share of common stock, vesting when specified corporate milestones are achieved.

At what price were ACHV shares sold in this Form 4 filing?

The reported sale of 129,501 ACHV shares used a weighted average price of $2.92 per share. Footnotes state the actual trades occurred between $2.83 and $3.02 per share, and full pricing details are available on request.

What are Stewart Richard Alistair’s direct and indirect ACHV share holdings after the transactions?

After these transactions, he holds 228,875 ACHV shares directly. Indirectly, he is reported with 359 shares held by his spouse and 882 shares held through Ricanto Limited, where he is the principal owner.

Were any ACHV shares sold to cover tax obligations in connection with the PRSU settlement?

Footnotes state that some common shares were sold to satisfy income tax withholding and remittance obligations related to the net settlement of PRSUs. This indicates part of the reported sale was driven by associated tax requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/22/2025 - 04:29 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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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