Achieve Life Sciences insider: PRSU settlement and tax-withholding sale reported

Rhea-AI Filing Summary

Jerry Wan, identified as an officer (Principal Accounting Officer), reported transactions in Achieve Life Sciences, Inc. (ACHV) dated 09/04/2025. He received 34,100 shares of common stock upon settlement of performance restricted stock units (PRSUs) and sold 14,070 shares to satisfy tax withholding, at a weighted-average price of $2.77 per share (sales ranged from $2.68 to $2.88).

The filing shows PRSUs that were previously reported as earned by the Compensation Committee: one group of 24,500 PRSUs tied to milestone-based vesting and another group of 9,600 PRSUs with a vesting range of 0%–100% depending on future milestones. After these transactions the reporting person beneficially owned 46,764 shares.

Positive

• PRSUs were certified and settled, indicating performance criteria were met as approved by the Compensation Committee
• Full disclosure of withholding sale prices (weighted-average $2.77; range $2.68–$2.88) and willingness to provide detailed breakdowns

Negative

• Reporting person sold 14,070 shares to satisfy tax withholding, reducing immediate shareholdings
• Some PRSUs remain contingent (one award vests 0%–100% depending on future milestones), so future dilution is possible

Insights

Financial Analyst

TL;DR: Routine insider vesting and tax-withholding sale; not a material corporate event.

The Form 4 documents settlement of performance-based equity and a contemporaneous sell-to-cover for tax withholding. The acquisition of 34,100 shares reflects earned PRSUs certified by the Compensation Committee; the 14,070-share sale merely satisfies withholding obligations at a weighted-average price of $2.77. There is no indication of additional cash proceeds retention or strategic shift, and the change in beneficial ownership (to 46,764 shares) is modest relative to typical issuer capitalization. This is a standard post-vesting reporting event rather than a signal of corporate change.

Corporate Governance Expert

TL;DR: Filing shows compensation plan functioning as intended; disclosures are compliant and clear on withholding sales.

The filing discloses PRSUs earned and settled per committee certification, with explicit footnotes on vesting conditions and withholding sales. The report includes the weighted-average sale price range and offers to provide transaction-level detail upon request, aligning with Section 16 transparency expectations. There are no indications of unusual acceleration, related-party transactions, or departures that would raise governance flags.

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^*

Wan Jerry

(Last) (First) (Middle)

1040 WEST GEORGIA STREET

SUITE 1030

(Street)

VANCOUVER A1 V6E 4H1

(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)
	Principal Accounting 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
Common Stock	09/04/2025		M		34,100(1)	A	$0	46,764	D
Common Stock	09/04/2025		S		14,070(2)	D	$2.77(3)	32,694	D

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)(4)	(5)	09/04/2025		M			24,500	(6)	01/22/2028	Common Stock	24,500	$0	0	D
Performance Restricted Stock Unit (PRSU)(7)	(5)	09/04/2025		M			9,600	(8)	01/28/2035	Common Stock	9,600	$0	38,400	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 Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the PRSUs.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.68 to $2.88 per share, inclusive. The reporting person 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. Represents PRSUs previously reported on January 24, 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.

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.

7. Represents PRSUs previously reported on January 30, 2025 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.

8. Pursuant to the terms of the award agreement governing the PRSU, the number of underlying shares of the Issuer's common stock that may ultimately vest ranges from 0% to 100% of the number of the PRSUs initially granted, subject to certain milestones being met during the measurement period.

	/s/ Sandra Thomson as attorney-in-fact for Jerry Wan	09/08/2025
	** 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 Jerry Wan report on Form 4 for ACHV?

The filing reports settlement of 34,100 common shares from PRSUs and the sale of 14,070 shares to satisfy tax withholding.

Why were 14,070 ACHV shares sold in the Form 4?

Those shares were sold by the issuer to satisfy the income tax withholding and remittance obligations related to the net settlement of PRSUs.

What price did the reporting person receive for the sold ACHV shares?

The weighted-average price reported for the sold shares was $2.77, with individual sales ranging from $2.68 to $2.88 per share.

How many PRSUs were settled or remain outstanding according to the filing?

The filing shows settlement-related entries of 24,500 PRSUs and 9,600 PRSUs; one award vests upon milestones and another may vest from 0% to 100% depending on outcomes.

What is the reporting person’s beneficial ownership after these transactions?

Following the reported transactions, the reporting person beneficially owned 46,764 shares.