ACADIA (ACAD) CLO exercises RSUs and sells shares to cover taxes

Rhea-AI Filing Summary

ACADIA PHARMACEUTICALS executive vice president and chief legal officer Jennifer J. Rhodes exercised 7,515 restricted stock units into the same number of common shares at a conversion price of $0.00 per share. The next day, she sold 3,844 common shares at $21.47 per share.

According to the disclosure, these sales were mandatory and made solely to cover withholding taxes and related tax items tied to the RSU vesting, and are intended to comply with Rule 10b5-1(c). After the sale, Rhodes directly holds 11,280 common shares.

Insider Trade Summary

Net Seller: 3,844 shares ($82,531)

Net Sell 3 txns

Insider Rhodes Jennifer J

Role EVP, CHIEF LEGAL OFFICER, SEC

Sold 3,844 shs ($83K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,844	$21.47	$83K
Exercise	Restricted Stock Units	7,515	$0.00	--
Exercise	Common Stock	7,515	$0.00	--

Holdings After Transaction: Common Stock — 11,280 shares (Direct); Restricted Stock Units — 22,547 shares (Direct)

Footnotes (1)

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 →

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
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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^*

Rhodes Jennifer J

(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, CHIEF LEGAL OFFICER, SEC

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2026		M		7,515	A	$0(1)	15,124	D
Common Stock	03/25/2026		S(2)		3,844	D	$21.47	11,280	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/24/2026		M			7,515	(3)	(3)	Common Stock	7,515	$0	22,547	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	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)

FAQ

What insider transactions did ACAD (ACAD) report for Jennifer Rhodes?

ACAD reported that EVP and chief legal officer Jennifer J. Rhodes exercised 7,515 restricted stock units into common shares, then sold 3,844 shares at $21.47 each. The sales were mandatory to cover withholding taxes tied to the RSU vesting.

Was the ACAD insider share sale by Jennifer Rhodes tax-related?

Yes. The filing states the 3,844 shares sold by Jennifer J. Rhodes were mandatory sales to cover withholding taxes and related tax items from restricted stock unit vesting, and are intended to comply with Rule 10b5-1(c) under the Exchange Act.

How many ACADIA shares does Jennifer Rhodes hold after these transactions?

Following the reported transactions, Jennifer J. Rhodes directly holds 11,280 shares of ACADIA PHARMACEUTICALS common stock. This figure reflects her position after exercising 7,515 RSUs into common shares and selling 3,844 shares to satisfy tax withholding obligations.

What price did Jennifer Rhodes receive for ACAD common stock sold?

Jennifer J. Rhodes sold 3,844 shares of ACADIA PHARMACEUTICALS common stock at a price of $21.47 per share. These sales were characterized as mandatory to fund withholding taxes associated with the vesting of restricted stock units rather than discretionary open-market selling.

How were the restricted stock units described in the ACAD Form 4?

Each restricted stock unit represents a contingent right to receive one share of ACADIA common stock. The filing notes that the restricted stock units vest in four equal annual installments beginning March 24, 2026, aligning share delivery with the vesting schedule over four years.

Did ACAD’s insider transactions involve a Rule 10b5-1 trading arrangement?

The filing states the mandatory sales to cover withholding taxes are intended to comply with Rule 10b5-1(c)(1)(i)(B) and be interpreted to meet Rule 10b5-1(c) requirements. This indicates a structured, pre-defined approach rather than ad hoc trading decisions by the insider.