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Achieve Life Sciences (ACHV) director gets option and RSU awards

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Achieve Life Sciences, Inc. director Aaron Royston reported equity compensation awards effective July 27, 2026. He received stock options for 25,000 shares at a $6.18 exercise price, expiring July 27, 2036, and 16,700 RSUs. Both awards vest 100% on the earlier of July 27, 2027 or immediately before the 2027 annual stockholders meeting, subject to continued service. The options and RSUs are held for the benefit of venBio Global Strategic Fund V, L.P., with related proceeds remitted to that fund, and Royston disclaims beneficial ownership except for his pecuniary interest.

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Insider Royston Aaron
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) F1 25,000 $0.00 $0.00
Grant/Award Restricted Stock Unit (RSU) F2, F3 16,700 $0.00 $0.00
Holdings After Transaction: Stock Option (right to buy) — 25,000 shares (Direct); Restricted Stock Unit (RSU) — 16,700 shares (Direct)
Footnotes (3)
  1. F1. The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.
  2. F2. Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.
  3. F3. Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.
Stock options granted 25,000 shares Stock Option grant to director on July 27, 2026
Option exercise price $6.18 per share Exercise price of options granted on July 27, 2026
Option expiration date July 27, 2036 Expiration of stock options granted to director
RSUs granted 16,700 units Restricted Stock Units granted on July 27, 2026
Vesting trigger date July 27, 2027 Awards vest 100% on this date or immediately before 2027 annual meeting, subject to service
Restricted Stock Unit (RSU) financial
"Security titled Restricted Stock Unit (RSU) with 16,700 underlying shares"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Stock Option (right to buy) financial
"Security titled Stock Option (right to buy) for 25,000 shares at $6.18"
vest 100% financial
"The options vest 100% on the earlier of July 27, 2027 or before the 2027 meeting"
pecuniary interest regulatory
"Royston disclaims beneficial ownership except to the extent of his pecuniary interest"
Section 16 of the Securities and Exchange Act of 1934 regulatory
"Not deemed an admission of beneficial ownership for purposes of Section 16"

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FAQ

What equity awards did ACHV director Aaron Royston report receiving?

ACHV director Aaron Royston reported a grant of 25,000 stock options at a $6.18 exercise price and 16,700 RSUs on July 27, 2026. These awards are equity compensation tied to his board role and settle in common stock if vested.

What are the key terms of Aaron Royston’s ACHV stock options?

Royston’s ACHV stock options cover 25,000 shares of common stock at a $6.18 exercise price and expire on July 27, 2036. They vest 100% on the earlier of July 27, 2027 or immediately before the company’s 2027 annual stockholders meeting, subject to continued service.

How and when do Aaron Royston’s ACHV RSUs vest?

Royston’s 16,700 ACHV RSUs vest 100% on the earlier of July 27, 2027 or the date immediately prior to Achieve Life Sciences’ 2027 annual stockholders meeting. Vesting is conditioned on his continued service to the company through the applicable vesting date.

Who benefits economically from Aaron Royston’s ACHV equity awards?

The options and RSUs are held for the benefit of venBio Global Strategic Fund V, L.P.. Under venBio policies, proceeds from option exercises, RSU settlements, and related share sales are remitted to that fund, and Royston disclaims beneficial ownership except for his pecuniary interest.

Were Aaron Royston’s ACHV awards granted under a Rule 10b5-1 plan?

These equity awards were not reported as granted under a Rule 10b5-1 trading plan, as the related checkbox was not selected. They are compensation grants, not open-market purchases or sales executed under a preset trading program.
SEC Form 4
FORM 4UNITED 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*
Royston Aaron

(Last)(First)(Middle)
22722 29TH DR. SE
SUITE 100

(Street)
BOTHELL WASHINGTON 98021

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ACHIEVE LIFE SCIENCES, INC. [ ACHV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$6.1807/27/2026A25,000 (1)07/27/2036Common Stock25,000$025,000D
Restricted Stock Unit (RSU)(2)07/27/2026A16,700 (3)07/27/2036Common Stock16,700$016,700D
Explanation of Responses:
1. The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.
2. Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.
3. Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.
Remarks:
Dr. Royston is a member of venBio Global Strategic GP V, LLC, which is the general partner of venBio Global Strategic Fund V, L.P. ("venBio V"), and is a member of the board of directors of the Issuer. These options and RSUs are held by Dr. Royston for the benefit of venBio V. Pursuant to policies of venBio Partners, the manager of venBio V, with respect to director compensation, upon the exercise of these options, the vesting and settlement of these RSUs, and the sale of the underlying securities, the proceeds will be remitted to venBio V. Dr. Royston disclaims beneficial ownership over the shares underlying the options and RSUs held for the benefit of venBio V except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or any other purpose.
Sandra Thomson as attorney-in-fact07/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)