Achieve Life Sciences insider converts PRSUs to 455K shares; tax-sale of 139,858

Rhea-AI Filing Summary

Thomas B. King, a director of Achieve Life Sciences, Inc. (ACHV), settled performance-based equity and received 455,000 shares of common stock on September 4, 2025. These shares resulted from performance restricted stock units (PRSUs) that were previously reported as earned after the Compensation Committee certified achievement of certain performance criteria. To satisfy tax withholding obligations associated with the net settlement, 139,858 shares were sold at weighted-average prices between $2.68 and $2.88 per share, generating a reported sale price of $2.77 per share. After settlement and the withholding sale, the reporting person beneficially owned 315,142 shares directly.

Positive

• Large performance award settled: 455,000 PRSUs converted to common shares, indicating certified achievement of performance criteria.
• Transparency in disclosure: Sale prices disclosed as a weighted average and range ($2.68–$2.88), enabling investor assessment.

Negative

• Share sale to cover taxes: 139,858 shares were sold, which reduced the insider's immediate share count.
• Concentration risk: Post-transaction direct beneficial ownership is 315,142 shares; materiality depends on total outstanding shares (not provided).

Insights

Corporate Governance Expert

TL;DR: A director received a large performance award that vested on certified metrics; a portion was sold to cover taxes.

The settlement of 455,000 PRSUs indicates that pre-defined performance milestones were met and certified by the Compensation Committee, which is a governance signal that executive/board incentives aligned with measured outcomes. The net-share withholding sale of 139,858 shares to cover taxes is a routine administrative step and does not, by itself, signal a deliberate liquidity event or loss of confidence. The remaining direct beneficial ownership of 315,142 shares maintains a continuing equity stake. Disclosure is complete about price range for shares sold, preserving transparency for investors.

Securities Analyst

TL;DR: Material equity issuance to an insider increases outstanding insider holdings; withholding sale size is modest relative to the grant.

The reported settlement of PRSUs increases insider-held common stock by 455,000 shares before withholding; after the net settlement and withholding sale, the director holds 315,142 shares. The sale price range ($2.68–$2.88) and weighted-average $2.77 are disclosed, allowing assessment of immediate realized value. This Form 4 reflects compensation realization rather than a market sale for cash needs, limiting negative market signaling. No derivatives or additional dispositions were reported beyond the withholding sale.

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^*

KING THOMAS BRAXTON

(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
	Officer (give title below)		Other (specify below)

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		455,000(1)	A	$0	455,000	D
Common Stock	09/04/2025		S		139,858(2)	D	$2.77(3)	315,142	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			455,000	(6)	01/13/2029	Common Stock	455,000	$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 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 14, 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.

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 Thomas B. King	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 did ACHV director Thomas B. King report on Form 4?

He reported the settlement of 455,000 PRSUs into common stock and the sale of 139,858 shares to satisfy tax withholding, resulting in 315,142 shares beneficially owned.

Why were 139,858 ACHV shares sold on September 4, 2025?

The shares were sold by the issuer to satisfy income tax withholding and remittance obligations associated with the net settlement of PRSUs.

At what price were ACHV shares sold to cover taxes?

The reported weighted-average sale price was $2.77 per share, with individual transaction prices ranging from $2.68 to $2.88 per share.

What triggered the settlement of the 455,000 PRSUs?

The PRSUs were earned upon achievement of certain performance criteria as certified by the Compensation Committee; each PRSU is contingent on receiving one share at settlement.

Does this Form 4 indicate ongoing sales or a planned disposition by the director?

No additional sales or dispositions beyond the withholding sale for taxes are reported in this Form 4.