Was the ACADIA (ACAD) executive share sale a discretionary open-market transaction?

The 3,435-share sale by ACADIA EVP Elizabeth H.Z. Thompson was described as mandatory to cover withholding taxes and related items. A footnote states it was intended to comply with Rule 10b5-1(c), indicating a pre-arranged, tax-driven sale rather than a discretionary market-timing decision.

What is the significance of Rule 10b5-1 in ACADIA (ACAD) EVP Thompson’s share sale?

A footnote explains the share sale was intended to meet Rule 10b5-1(c) requirements, indicating a pre-set trading arrangement. Such plans allow executives like ACADIA’s EVP Thompson to sell shares according to predefined instructions, typically reducing concerns about discretionary market timing.

ACADIA (NASDAQ: ACAD) EVP covers taxes with share sale and RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ACADIA Pharmaceuticals EVP Elizabeth H.Z. Thompson reported routine equity compensation activity. On March 24, 2026, she acquired 6,715 shares of common stock at $0.00 per share upon vesting of restricted stock units, increasing her direct holdings to 6,715 shares and 20,146 restricted stock units. On March 25, 2026, 3,435 shares were sold at $21.47 per share to cover withholding taxes and related items under a Rule 10b5-1 arrangement, leaving her with 3,280 common shares directly. The restricted stock units vest in four equal annual installments beginning March 24, 2026.

Insider Trade Summary

Net Seller: 3,435 shares ($73,749)

Net Sell 3 txns

Insider Thompson Elizabeth H.Z.

Role EVP, Head of Research & Dev

Sold 3,435 shs ($74K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,435	$21.47	$74K
Exercise	Restricted Stock Units	6,715	$0.00	--
Exercise	Common Stock	6,715	$0.00	--

Holdings After Transaction: Common Stock — 3,280 shares (Direct); Restricted Stock Units — 20,146 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The mandatory sales reported in this Form 4 were made to cover withholding taxes and tax related items imposed by the Issuer in connection with the vesting of restricted stock units, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c). The restricted stock units vest in four equal annual installments beginning March 24, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 08:00 PM

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
Estimated average burden
hours per response:			0.5

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^*

Thompson Elizabeth H.Z.

(Last)

(First)

(Middle)

C/O ACADIA PHARMACEUTICALS INC.

12830 EL CAMINO REAL, SUITE 400

(Street)

SAN DIEGO

CALIFORNIA

92130

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ACADIA PHARMACEUTICALS INC [ ACAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Head of Research & Dev

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/24/2026		M		6,715	A	⁽¹⁾	6,715	D
Common Stock	03/25/2026		S⁽²⁾		3,435	D	$21.47	3,280	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/24/2026		M			6,715	⁽³⁾	⁽³⁾	Common Stock	6,715	$0	20,146	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. The mandatory sales reported in this Form 4 were made to cover withholding taxes and tax related items imposed by the Issuer in connection with the vesting of restricted stock units, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).

3. The restricted stock units vest in four equal annual installments beginning March 24, 2026.

	/s/ Jennifer J. Rhodes, Attorney-in-Fact	03/26/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ACADIA Pharmaceuticals (ACAD) report for Elizabeth H.Z. Thompson?

ACADIA EVP Elizabeth H.Z. Thompson reported restricted stock units vesting into 6,715 common shares, followed by the sale of 3,435 shares. The sale covered tax withholding obligations associated with the vesting, leaving her with 3,280 directly held shares and 20,146 restricted stock units.

How many ACADIA (ACAD) shares does Elizabeth H.Z. Thompson hold after the reported Form 4?

Following the reported transactions, ACADIA EVP Elizabeth H.Z. Thompson directly holds 3,280 shares of common stock. She also holds 20,146 restricted stock units, each representing a contingent right to receive one share of ACADIA’s common stock, subject to vesting conditions over time.

What restricted stock unit activity did ACADIA (ACAD) disclose for its EVP of R&D?

ACADIA disclosed that Elizabeth H.Z. Thompson had 6,715 restricted stock units convert into common stock at a price of $0.00 per share. A footnote explains each unit converts into one share, with the units vesting in four equal annual installments beginning March 24, 2026.

How are the ACADIA (ACAD) restricted stock units for Elizabeth H.Z. Thompson scheduled to vest?

The filing notes that the restricted stock units associated with ACADIA EVP Elizabeth H.Z. Thompson vest in four equal annual installments. The vesting schedule begins on March 24, 2026, meaning one-quarter of the units become deliverable as common shares on each annual vesting date.