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Achieve Life Sciences, Inc. has a significant shareholder disclosure from Janus Henderson Group Ltd., which, through its affiliated asset managers, may be deemed the beneficial owner of 5,502,064 shares of common stock, including shares obtainable via warrants. This represents 5.4% of the outstanding common stock. The Janus Henderson asset managers hold shared voting and dispositive power over 5,502,064 shares and no sole power. Economic rights, including dividends and sale proceeds, belong to the underlying client accounts termed Managed Portfolios; only Janus Henderson Enterprise Fund Ltd. has rights over more than five percent of the common stock.
Key Figures
Shares beneficially owned:5,502,064 sharesPercent of class:5.4%Shared voting power:5,502,064 shares+3 more
6 metrics
Shares beneficially owned5,502,064 sharesCommon stock of Achieve Life Sciences that may be deemed beneficially owned by Janus Henderson-affiliated asset managers
Percent of class5.4%Portion of Achieve Life Sciences common stock represented by the 5,502,064 shares
Shared voting power5,502,064 sharesShares of Achieve Life Sciences common stock over which Janus Henderson entities have shared power to vote
Shared dispositive power5,502,064 sharesShares of Achieve Life Sciences common stock over which Janus Henderson entities have shared power to dispose
Sole voting power0 sharesAchieve Life Sciences shares over which Janus Henderson reports sole voting authority
Sole dispositive power0 sharesAchieve Life Sciences shares over which Janus Henderson reports sole dispositive authority
Key Terms
beneficial owner, Managed Portfolios, dispositive power, Schedule 13G, +1 more
5 terms
beneficial ownerfinancial
"the Asset Managers may be deemed to be the beneficial owner of 5,502,064 common stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Managed Portfoliosfinancial
"retail separate accounts (collectively referred to herein as Managed Portfolios)"
dispositive powerfinancial
"Shared Dispositive Power 5,502,064.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13Gregulatory
"this schedule, pursuant to (ii)(G), so indicate under Item 3(g)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Power of Attorneylegal
"Exhibit 24: Power of Attorney"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Achieve Life Sciences (ACHV) does Janus Henderson hold?
Janus Henderson-related asset managers may be deemed to beneficially own 5.4% of Achieve Life Sciences’ common stock, representing 5,502,064 shares, including shares obtainable through exercise of warrants on behalf of their client accounts.
How many Achieve Life Sciences (ACHV) shares are beneficially owned by Janus Henderson entities?
Affiliated asset managers of Janus Henderson Group Ltd. may be deemed beneficial owners of 5,502,064 shares of Achieve Life Sciences common stock, including shares that may be obtained via warrants held in various client Managed Portfolios.
What voting power does Janus Henderson report in Achieve Life Sciences (ACHV)?
Janus Henderson reports 0 shares with sole voting power and 5,502,064 shares with shared voting power in Achieve Life Sciences common stock, reflecting investment discretion exercised by its asset managers for client accounts.
Who receives dividends and sale proceeds from the Achieve Life Sciences (ACHV) shares managed by Janus Henderson?
All dividends and sale proceeds from the Achieve Life Sciences shares are received by the underlying client accounts, called Managed Portfolios. Janus Henderson’s asset managers disclaim ownership of those economic rights.
Which Janus Henderson fund holds over 5% of Achieve Life Sciences (ACHV) economic rights?
Among the Managed Portfolios, only Janus Henderson Enterprise Fund Ltd. has the right to receive dividends or sale proceeds with respect to more than 5% of Achieve Life Sciences’ common stock.
Does Janus Henderson have sole dispositive power over Achieve Life Sciences (ACHV) shares?
No. Janus Henderson reports 0 shares with sole dispositive power and 5,502,064 shares with shared dispositive power, reflecting shared authority to dispose of those shares on behalf of client accounts.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ACHIEVE LIFE SCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
004468500
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
004468500
1
Names of Reporting Persons
JANUS HENDERSON GROUP Ltd.
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
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,502,064.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,502,064.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,502,064.00
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)
5.4 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ACHIEVE LIFE SCIENCES, INC.
(b)
Address of issuer's principal executive offices:
22722 29TH DR. SE, SUITE 100
SEATLLE, WA 98021
Item 2.
(a)
Name of person filing:
Janus Henderson Group Ltd.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Janus Henderson Group Ltd. It does not include securities, if any, beneficially owned by Janus Henderson Group Ltd.s ultimate parent Jupiter Topco LLC, the direct or indirect owners of Jupiter Topco LLC, or other persons that may be deemed under control of such owners. Any beneficial ownership by such persons has been disaggregated from that of Janus Henderson Group Ltd. in accordance with the release.
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
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:
Janus Henderson Group Ltd. (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, Victory Park Capital Advisors LLC, and Richard Berstein Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 5,502,064 common stock of Achieve Life Sciences, Inc., including shares that may be obtained through exercise of warrants. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
5.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
5502064
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5502064
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, only the Janus Henderson Enterprise Fund Ltd. has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the common stock of Achieve Life Sciences, Inc.
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.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
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.
