Achieve Life Sciences Inc SEC Filings

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.

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.

Insider transactions by Cindy Jacobs at Achieve Life Sciences (ACHV) show settlement of performance restricted stock units into common stock and a small sale to cover tax withholding. On 09/04/2025 Ms. Jacobs had 110,000 shares acquired upon settlement of PRSUs and separately sold 27,629 shares at a weighted average price between $2.68 and $2.88 to satisfy income tax withholding obligations. Following these transactions she beneficially owned 115,585 shares of common stock. The filing states the PRSUs were previously reported as earned after Compensation Committee certification and that some PRSUs vest subject to milestone conditions, with certain awards exercisable or settling on specified future dates.

Achieve Life Sciences insider report: Jaime Xinos, the company's Chief Commercial Officer and a director, reported transactions dated 09/04/2025. He received 69,000 shares of common stock upon settlement of performance restricted stock units (PRSUs) and the issuer sold 20,854 shares to cover income tax withholding at a weighted average price of $2.77 per share. After these transactions he beneficially owned 74,432 shares. The Form 4 also shows outstanding PRSUs: 49,000 that vest upon achievement of certain milestones (settlement date tied to 01/22/2028) and 20,000 PRSUs with a measurement period extending to 01/28/2035 that may vest 0%–100% depending on performance. The form was filed by an attorney-in-fact on 09/08/2025.

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of 4,918,822 shares of Achieve Life Sciences (ACHV), representing 9.9% of the outstanding common stock. The reporting persons directly hold 3,504,333 shares and also hold warrants exercisable in form for up to 2,804,333 shares, but the warrants contain a 9.9% exercise cap so only 1,414,489 warrant shares are currently exercisable and included in the reported total. The percentage calculation uses the issuer's stated outstanding share count of 49,685,072. The filers state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Filing: Schedule 13G/A reporting beneficial ownership in Achieve Life Sciences, Inc. (CUSIP 004468500) related to event dated 06/30/2025.

Holdings: Franklin Advisers, Inc. reports 8,640,039 shares (representing 16.0% of the class) and has sole voting and sole dispositive power over those shares. The filing states that 4,181,025 of the reported shares are issuable upon exercise of warrants and are included in the total.

Named entities & funds: Franklin Resources, Inc.; Charles B. Johnson; Rupert H. Johnson, Jr.; Franklin Advisers, Inc. Franklin Biotechnology Discovery Fund holds 4,476,098 shares (8.3%) and a Franklin Templeton sub-fund holds 4,163,770 shares (7.7%).

Other: Filing includes joint filing agreement, limited powers of attorney, Item 10 certification that holdings were acquired and are held in the ordinary course of business, and is signed by Thomas C. Mandia on 08/01/2025.

Achieve Life Sciences (NASDAQ: ACHV) filed an 8-K announcing a firm-commitment public offering of 15,000,000 common shares and five-year warrants at $3.00 per unit, plus a 30-day option for 2,250,000 additional units. Net proceeds are estimated at $41.3 million after underwriting fees and expenses. Each warrant is immediately exercisable at $3.00 per share (or $2.999 for pre-funded warrants) and capped at 9.99% beneficial ownership; pre-funded warrants have a $0.001 strike and no expiry. The deal is being executed under the effective shelf registration (File No. 333-280585) and is expected to close on June 30 2025, subject to customary conditions. Exhibits include the underwriting agreement, warrant forms, legal opinion and related press releases. Proceeds are earmarked for general corporate purposes as outlined in the prospectus supplement, and the filing contains customary forward-looking-statement disclaimers.