[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 receipt of 168,000 performance restricted stock units (PRSUs) on 09/04/2025. The filing states these PRSUs were previously disclosed on December 9, 2024 and were earned after the Compensation Committee certified achievement of specified performance criteria. Each PRSU converts into one share of common stock at settlement. The reported award shows an exercise/settlement reference date of 12/06/2028 and a reported price of $0. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Oki on 09/08/2025.

Positive

• Performance alignment: 168,000 PRSUs were earned, linking executive compensation to certified performance outcomes
• No cash outlay: PRSUs reported at a $0 price indicate awards settle into shares without an exercise payment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider earned time-/performance‑based equity, aligning executive pay with company performance.

The filing documents that 168,000 PRSUs were earned and reported for the CFO after Certification by the Compensation Committee. Performance‑based equity awards that convert one‑for‑one into common shares generally align management incentives with shareholder outcomes, provided vesting and settlement terms remain subject to service or other conditions. The form notes a settlement/exercise reference date of 12/06/2028 and a $0 price per unit, consistent with typical restricted stock unit mechanics where no cash exercise is required. The disclosure is routine for executive compensation; it does not state immediate share transfers to market or sales by the insider.

Securities/Insider Trading Analyst

TL;DR: This is a routine Form 4 reporting earned PRSUs, not a market sale or cash purchase.

The transaction code indicates acquisition (A) of 168,000 PRSUs on 09/04/2025, with each PRSU representing a contingent right to one share. The filing identifies the reporting person as an officer (Chief Financial Officer) and uses a standard attorney‑in‑fact signature. There is no price paid and no sale reported, and the Form does not disclose any disposition or immediate change in beneficial ownership of common shares for trading purposes. Impact on trading liquidity or immediate insider selling is not indicated by this filing.

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
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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)
09/04/2025

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

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(1)	(2)	09/04/2025		A			168,000	(3)	12/06/2028	Common Stock	168,000	$0	0	D

Explanation of Responses:

1. Represents performance restricted stock units ("PRSUs") previously reported on December 9, 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.

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

3. 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	09/08/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ACHV insider Mark K. Oki report on Form 4?

The Form 4 reports that Mark K. Oki acquired 168,000 performance restricted stock units (PRSUs) on 09/04/2025 that were earned after Certification by the Compensation Committee.

Do the reported PRSUs convert to common stock for ACHV (ticker ACHV)?

Yes. The filing states each PRSU represents a contingent right to receive one share of common stock at settlement.

Was there any cash price reported for the PRSUs?

No cash price was reported; the filing lists a $0 price associated with the reported PRSUs.

When is the settlement/exercise reference date shown for the PRSUs?

The Form 4 references 12/06/2028 in the date exercisable/settlement field for the PRSUs.

Does the Form 4 show any sale or disposition of ACHV shares by the reporting person?

No. The filing documents an acquisition (A) of PRSUs and does not report any sale or disposition of common shares.