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ACADIA EVP CFO reports RSU conversion and 10,262-share sale

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ACADIA PHARMACEUTICALS INC (ACAD) executive vice president and chief financial officer reported equity transactions in company stock. On 11/17/2025, restricted stock units converted into 9,913 shares of common stock twice, increasing directly held shares. On 11/18/2025, the reporting person sold 10,262 shares of common stock at a weighted average price of $23.6907 per share, with sales made in multiple trades between $23.69 and $23.77. After these transactions, the reporting person directly beneficially owned 53,338 shares of common stock. The filing notes that certain sales were mandatory to cover withholding taxes related to restricted stock unit vesting and are intended to meet Rule 10b5-1(c) requirements. The restricted stock units generally vest over four years, with 37.5% vesting 18 months from grant, 12.5% on the second anniversary, and 25% on each of the third and fourth anniversaries, and some awards may vest earlier if the stock reaches a specified price over a set trading period.

Positive

  • None.

Negative

  • None.
Insider Schneyer Mark C.
Role EVP, CHIEF FINANCIAL OFFICER
Sold 10,262 shs ($243K)
Type Security Shares Price Value
Sale Common Stock 10,262 $23.6907 $243K
Exercise Restricted Stock Units 9,913 $0.00 --
Exercise Restricted Stock Units 9,913 $0.00 --
Exercise Common Stock 9,913 $0.00 --
Exercise Common Stock 9,913 $0.00 --
Holdings After Transaction: Common Stock — 53,338 shares (Direct); Restricted Stock Units — 0 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Includes 327 shares of the Issuer's common stock acquired by the reporting person on November 14, 2025 pursuant to an employee stock purchase plan. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.69 to $23.77, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The restricted stock units vest as follows: 37.5% of the shares vest 18 months from the grant date; 12.5% of the shares vest on the second anniversary of the grant date; and 25% of the shares vest on each of the third and fourth anniversaries of the grant date. The restricted stock units vest as follows: 37.5% of the shares vest 18 months from the grant date; 12.5% of the shares vest on the second anniversary of the grant date; and 25% of the shares vest on each of the third and fourth anniversaries of the grant date. In addition, these restricted stock units may vest earlier upon the Issuer's common stock achieving a specified price per share over a specified trading period.
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
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*
Schneyer Mark C.
(Last) (First) (Middle)
C/O ACADIA PHARMACEUTICALS INC.
12830 EL CAMINO REAL, SUITE 400
(Street)
SAN DIEGO CA 92130
(City) (State) (Zip)
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 FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 11/17/2025 M 9,913 A (1) 53,687(2) D
Common Stock 11/17/2025 M 9,913 A (1) 63,600 D
Common Stock 11/18/2025 S(3) 10,262 D $23.6907(4) 53,338 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) 11/17/2025 M 9,913 (5) (5) Common Stock 9,913 $0 0 D
Restricted Stock Units (1) 11/17/2025 M 9,913 (6) (6) Common Stock 9,913 $0 0 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
2. Includes 327 shares of the Issuer's common stock acquired by the reporting person on November 14, 2025 pursuant to an employee stock purchase plan.
3. 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).
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.69 to $23.77, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
5. The restricted stock units vest as follows: 37.5% of the shares vest 18 months from the grant date; 12.5% of the shares vest on the second anniversary of the grant date; and 25% of the shares vest on each of the third and fourth anniversaries of the grant date.
6. The restricted stock units vest as follows: 37.5% of the shares vest 18 months from the grant date; 12.5% of the shares vest on the second anniversary of the grant date; and 25% of the shares vest on each of the third and fourth anniversaries of the grant date. In addition, these restricted stock units may vest earlier upon the Issuer's common stock achieving a specified price per share over a specified trading period.
/s/ Jennifer J. Rhodes, Attorney-in-Fact 11/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ACADIA PHARMACEUTICALS (ACAD) report?

The executive vice president and chief financial officer reported the conversion of restricted stock units into common stock and the sale of 10,262 shares of ACAD common stock.

How many ACAD shares did the reporting person sell and at what price?

The reporting person sold 10,262 shares of ACAD common stock on 11/18/2025 at a weighted average price of $23.6907 per share, with trades ranging from $23.69 to $23.77.

How many ACAD shares does the insider own after these transactions?

Following the reported transactions, the executive beneficially owned 53,338 shares of ACADIA PHARMACEUTICALS common stock directly.

What happened to the restricted stock units in this ACAD Form 4?

On 11/17/2025, two grants of restricted stock units converted into 9,913 shares of common stock each, reducing the number of restricted stock units to 0 for those awards.

Why were some ACAD shares sold according to the filing?

The filing states the mandatory sales were made to cover withholding taxes and related tax items arising from the vesting of restricted stock units, and are intended to comply with Rule 10b5-1(c).

How do the ACAD restricted stock units vest over time?

For the described awards, 37.5% of shares vest 18 months from the grant date, 12.5% on the second anniversary, and 25% on each of the third and fourth anniversaries, with some units eligible for earlier vesting if the stock reaches a specified price for a set trading period.

What is the role of the reporting person in ACADIA PHARMACEUTICALS?

The reporting person is an officer of ACADIA PHARMACEUTICALS INC, serving as EVP, Chief Financial Officer.