Schedule 13G/A: Franklin Resources Entities Report Beneficial Ownership in Achieve Life Sciences

Rhea-AI Filing Summary

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.

Positive

• Material ownership disclosed: Franklin Advisers reports ownership of 8,640,039 shares, representing 16.0% of ACHV.
• Warrants included: Filing explicitly notes 4,181,025 shares issuable upon exercise of warrants are included in the reported total.
• Fund-level detail: Identifies Franklin Biotechnology Discovery Fund (4,476,098 shares, 8.3%) and a Franklin Templeton sub-fund (4,163,770 shares, 7.7%).
• Certification and formality: Includes Item 10 certification that holdings were acquired and are held in the ordinary course of business and is signed 08/01/2025.

Negative

• None.

Insights

Financial Analyst

TL;DR: Franklin Advisers discloses a material 16.0% stake (8.64M shares) in ACHV; warrants exposure of 4.18M shares is included.

The Schedule 13G/A provides a clear, quantitative disclosure of beneficial ownership: 8,640,039 shares reported, equal to 16.0% of outstanding common stock, with sole voting and dispositive power assigned to Franklin Advisers, Inc. The filing explicitly includes 4,181,025 shares issuable upon exercise of warrants in the reported total and identifies two Franklin-related funds holding substantial positions (4,476,098 and 4,163,770 shares). The statement also certifies the holdings are maintained in the ordinary course of business. For investors and analysts, these facts are material for ownership concentration and potential voting block calculations.

Corporate Governance Expert

TL;DR: Ownership and voting/dispositive power are documented across Franklin entities with joint filing and POA disclosures included.

The filing identifies reporting persons and their classifications, documents a joint filing agreement and limited powers of attorney, and specifies that Franklin Advisers, Inc. holds sole voting and dispositive authority over the reported shares. The Schedule disaggregates holdings among Franklin affiliates and cites SEC guidance (1998 Release) regarding reporting by investment management subsidiaries. Signatures and POA acknowledgments are included, supporting the filing's formality and authority. These governance disclosures clarify which Franklin entities exercise investment authority and the procedural basis for the joint filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Achieve Life Sciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004468500

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Franklin Resources, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,640,039.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,640,039.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,640,039.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.0 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Charles B. Johnson

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Rupert H. Johnson, Jr.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 004468500

1

Names of Reporting Persons

Franklin Advisers, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 8,640,039.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,640,039.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,640,039.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.0 %

12

Type of Reporting Person (See Instructions)

IA, CO

Comment for Type of Reporting Person: Includes 4,181,025 shares of Common Stock issuable on the exercise of warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Achieve Life Sciences, Inc.
(b)	Address of issuer's principal executive offices: 22722 29th Drive SE, Suite 100, Bothell, WA 98021
Item 2.
(a)	Name of person filing: (i): Franklin Resources, Inc. (ii): Charles B. Johnson (iii): Rupert H. Johnson, Jr. (iv): Franklin Advisers, Inc.
(b)	Address or principal business office or, if none, residence: (i), (ii), (iii) and (iv): One Franklin Parkway San Mateo, CA 94403-1906
(c)	Citizenship: (i) Delaware (ii) and (iii): USA (iv): California
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 004468500
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 8,640,039
(b)	Percent of class: 16.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 8,640,039
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: Franklin Resources, Inc.: 0 Charles B. Johnson: 0 Rupert H. Johnson, Jr.: 0 Franklin Advisers, Inc.: 8,640,039
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The clients of the Investment Management Subsidiaries, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein. Franklin Biotechnology Discovery Fund, a series of Franklin Strategic Series, an investment company registered under the Investment Company Act of 1940, has an interest in 4,476,098 shares, or 8.3% of the class of securities reported herein and Franklin Biotechnology Discovery Fund, a sub-fund of Franklin Templeton Investment Funds, a Luxembourg Registered SICAV has an interest in 4,163,770 shares, or 7.7% of the class of securities reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Attached Exhibit C
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Franklin Resources, Inc.

Signature:	/s/Thomas C. Mandia
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Resources, Inc.
Date:	08/01/2025

Charles B. Johnson

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney
Date:	08/01/2025

Rupert H. Johnson, Jr.

Signature:	/s/Thomas C. Mandia
Name/Title:	Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
Date:	08/01/2025

Franklin Advisers, Inc.

Signature:	/s/Thomas C. Mandia
Name/Title:	Thomas C. Mandia, Assistant Secretary of Franklin Advisers, Inc.
Date:	08/01/2025

Comments accompanying signature: LIMITED POWERS OF ATTORNEY FOR SECTION 13 AND 16 REPORTING OBLIGATIONS (incorporated by reference to Schedule 13G/A No. 1 filed on October 31, 2024) LIMITED POWER OF ATTORNEY FOR SECTION 13 REPORTING OBLIGATIONS Know all by these presents, that we Franklin Templeton Investment Funds (the "Issuer"), an entity organized and existing in the Grand Duchy of Luxembourg and having our registered office at 8A rue Albert Borschette, L-1246 Luxembourg, in the person of Gregory Johnson and Vijay Advani, Directors of the Issuer, hereby makes, constitutes and appoints each of Lori Weber and Kimberly Novotny, each acting individually as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1)prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including any amendments thereto or any related documentation) with the United States Securities and Exchange Commission, any national securities exchanges and Franklin Resources, Inc., a Delaware corporation (the "Reporting Entity"), as considered necessary or advisable under Section 13 of the Securities Exchange Act of 1934 and the rules and regulationspromulgated thereunder, as amended from time to time (the "Exchange Act"); and (2)perform any and all other acts which in the discretion of such attorney in fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.The undersigned acknowledges that: (1) this Limited Power of Attorney authorizes, but does not require, each such attorney in fact to act in their discretion on information provided to such attorney in fact without independent verification of such information; (2) any documents prepared and/or executed by either such attorney in fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney in fact, in his or her discretion, deems necessary or desirable; (3) neither the Reporting Entity nor either of such attorneys in fact assumes (i) any liability for the undersigned's responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with suchrequirements; and (4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 13 of the Exchange Act. The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney in fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney in fact. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 13th day of October, 2015. For and on behalf of Franklin Templeton Investment Funds /s/Gregory Johnson Director /s/Vijay Advani Director

Exhibit Information

Exhibit A: Joint Filing Agreement Exhibit B: Item 4 Ownership Exhibit C: Item 7 Identification and Classification of Subsidiaries Exhibit A: JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement and that such statement and all amendments to such statement are made on behalf of each of them. IN WITNESS WHEREOF, the undersigned have executed this agreement on the date of the signing of this filing. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. By: /s/THOMAS C. MANDIA Assistant Secretary of Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney Assistant Secretary of Franklin Advisers, Inc. Acknowledgment pursuant to Rule 13d-1(b)(1)(iii) Franklin Strategic Series on behalf of Franklin Biotechnology Discovery Fund By: /s/ALISON E. BAUR Vice President and Assistant Secretary of Franklin Strategic Series Franklin Templeton Investment Funds on behalf of Franklin Biotechnology Discovery Fund /s/ KIMBERLY D. HARPER Attorney-in-Fact for Franklin Templeton Investment Funds pursuant to Power of Attorney attached to this Schedule 13G Named changed from KIMBERLY H. NOVOTNY. Exhibit B: Item 4 Ownership The securities reported herein are beneficially owned by one or more open or closed end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries (each, an "Investment Management Subsidiary" and, collectively, the "Investment Management Subsidiaries") of Franklin Resources Inc. ("FRI"), including the Investment Management Subsidiaries listed in this Item 4. When an investment management contract (including a sub advisory agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, the Investment Management Subsidiaries listed in this Item 4 may be deemed to be the beneficial owners of the securities reported in this Schedule 13G. Beneficial ownership by Investment Management Subsidiaries and other FRI affiliates is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) (the "1998 Release") relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI's affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release ("FRI Disaggregated Affiliates") are exercised independently from FRI and from all other Investment Management Subsidiaries (FRI, its affiliates and the Investment Management Subsidiaries other than FRI Disaggregated Affiliates are collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 9 and 11 of the cover page for FRI. FRI, the Principal Shareholders and each of the Investment Management Subsidiaries disclaim any pecuniary interest in any of such securities. In addition, the filing of this Schedule 13G on behalf of the Principal Shareholders, FRI and the FRI Aggregated Affiliates, as applicable, should not be construed as an admission that any of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the securities reported in this Schedule 13G. FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the securities held by any of them or by any persons or entities for whom or for which the Investment Management Subsidiaries provide investment management services. EXHIBIT C: Item 7 Identification and Classification of Subsidiaries Franklin Advisers, Inc.: Item 3 Classification: 3(e)

FAQ

Who filed the Schedule 13G/A for ACHV?

The filing was made by Franklin Resources, Inc., with related reporting persons including Franklin Advisers, Inc., Charles B. Johnson and Rupert H. Johnson, Jr.

How many ACHV shares does Franklin Advisers report owning?

Franklin Advisers, Inc. reports beneficial ownership of 8,640,039 shares of ACHV, representing 16.0% of the class.

Are any convertible or warrant shares included in the reported ACHV holdings?

Yes. The filing states 4,181,025 shares of Common Stock are issuable upon exercise of warrants and are included in the reported total.

Which Franklin funds are identified with >5% interests in ACHV?

Franklin Biotechnology Discovery Fund holds 4,476,098 shares (8.3%) and a Franklin Templeton sub-fund holds 4,163,770 shares (7.7%).

When was the Schedule 13G/A signed?

The filing is signed by Thomas C. Mandia on 08/01/2025.