Achieve Life Sciences insider filing: 297,500 performance units reported

Rhea-AI Filing Summary

Richard Stewart, a director and executive officer of Achieve Life Sciences, Inc. (ACHV), reported two awards of Performance Restricted Stock Units (PRSUs) on 09/04/2025. The filing shows acquisition of 140,000 PRSUs (linked to common stock) and 157,500 PRSUs, each representing a contingent right to one share at settlement. The PRSUs were previously reported as earned when performance targets were certified by the Compensation Committee. The awards list future settlement/exercise dates of 01/22/2028 and 01/13/2029 and show 0 shares beneficially owned following the transactions, indicating these remain contingent/subject to settlement terms.

Positive

• Performance-based compensation was certified by the Compensation Committee, indicating alignment of executive pay with corporate goals.
• Timely disclosure under Section 16 via Form 4 demonstrates compliance with insider reporting requirements.

Negative

• No immediate beneficial ownership following the reported PRSU acquisitions (both show 0 shares owned), so there is no present equity stake change.
• Settlement dates are far in the future (01/22/2028 and 01/13/2029), so potential dilution or value realization is delayed and contingent.

Insights

Financial Analyst

TL;DR: Routine executive compensation recognized as earned; no immediate dilution or change in current share ownership.

The report documents that PRSUs were certified as earned by the Compensation Committee and recorded as acquisitions under Section 16. While the grant sizes are sizable in absolute terms, the filing shows 0 shares beneficially owned post-transaction because PRSUs remain contingent until settlement. These awards could dilute shareholders on settlement but only at future dates specified. There is no cash transaction or sale disclosed, and no current transfer of common stock.

Corporate Governance Expert

TL;DR: Disclosure is standard governance practice: certification of performance award outcomes and timely Form 4 filing.

The filing meets Section 16 reporting requirements by documenting performance-based equity earned and the dates tied to exercise/settlement. It signals that the board’s Compensation Committee has certified performance milestones. From a governance perspective, the filing is transparent and routine; material impact depends on eventual settlement and any resulting share issuance or insider sales, which are not shown here.

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^*

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)
	Chieve Executive 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			140,000	(3)	01/22/2028	Common Stock	140,000	$0	0	D
Performance Restricted Stock Unit(4)	(2)	09/04/2025		A			157,500	(3)	01/13/2029	Common Stock	157,500	$0	0	D

Explanation of Responses:

1. Represent 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 Commmittee 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.

4. Represent PRSUs previously reported on January 14, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Commmittee of the Issuer's Board of Directors.

	/s/ Sandra Thomson as attorney-in-fact for Richard Stewart	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.
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FAQ

What did the ACHV Form 4 filed by Richard Stewart report?

The Form 4 reports acquisition of 140,000 and 157,500 Performance Restricted Stock Units on 09/04/2025, representing contingent rights to common stock.

Do the reported PRSUs immediately increase Richard Stewart's share ownership?

No. The filing shows 0 shares beneficially owned following the transactions, indicating the PRSUs remain contingent until settlement.

When are the PRSUs eligible for settlement according to the filing?

The filing lists settlement/exercise dates of 01/22/2028 for the 140,000 PRSUs and 01/13/2029 for the 157,500 PRSUs.

Why were these PRSUs reported as acquired if they are contingent?

The filing states the PRSUs were earned upon achievement of performance criteria as certified by the Compensation Committee, and each PRSU represents a contingent right to one share at settlement.

Does the Form 4 show any sales or cash transactions by the reporting person?

No. The Form 4 shows only acquisitions of PRSUs and does not disclose any sales or cash transactions.