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Achieve Life Sciences (ACHV) grants CEO large PRSU, option and RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ACHIEVE LIFE SCIENCES, INC. granted CEO and President Andrew D. Goldberg three equity awards tied to the company’s common stock. He received 11,706,270 Performance Restricted Stock Units (PRSUs), 3,601,929 stock options with a $4.25 exercise price, and 1,800,965 time-based Restricted Stock Units (RSUs).

The RSUs vest as to one quarter of the award on the one-year anniversary of April 18, 2026 and then in substantially equal quarterly installments over the next twelve quarters, subject to continued service and potential accelerated vesting under his employment agreement. The options vest one quarter on the one-year anniversary of April 18, 2026 and then in substantially equal monthly installments over thirty-six months, also subject to continued service and potential acceleration.

The PRSUs vest based on eight share price milestones ranging from 2x to 9x of a reference price, together with specified financial performance conditions, with eligibility for accelerated vesting under his employment agreement. Each RSU and PRSU represents a contingent right to receive one share of common stock upon settlement.

Positive

  • None.

Negative

  • None.
Insider Goldberg Andrew D.
Role CEO and President
Type Security Shares Price Value
Grant/Award Restricted Stock Unit (RSU) 1,800,965 $0.00 --
Grant/Award Stock Option (right to buy) 3,601,929 $0.00 --
Grant/Award Performance Restricted Stock Unit (PRSU) 11,706,270 $0.00 --
Holdings After Transaction: Restricted Stock Unit (RSU) — 1,800,965 shares (Direct, null); Stock Option (right to buy) — 3,601,929 shares (Direct, null); Performance Restricted Stock Unit (PRSU) — 11,706,270 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement. Pursuant to the terms of the award agreement governing the RSU, the number of shares underlying the RSU vest as to 1/4 of the total award on the one-year anniversary of April 18, 2026, and thereafter in substantially equal quarterly installments on the twelve quarterly anniversaries thereafter, subject to the Reporting Person's provision of services to the Issuer on each vesting date. The RSUs are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer. The option will vest as to 1/4 of the total award on the one-year anniversary of April 18, 2026, and thereafter in substantially equal monthly installments over thirty-six months, subject to the Reporting Person's provision of services to the Issuer on each vesting date. The shares subject to the option are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer. Pursuant to the terms of the award agreement governing the PRSU, the number of shares underlying the PRSU vest based on achievement of eight share price milestones ranging from 2x to 9x of a reference price, in whole or in part, upon achievement of certain financial performance conditions. The PRSUs are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer.
Performance RSUs granted 11,706,270 units PRSUs linked to common stock for CEO Andrew D. Goldberg
Stock options granted 3,601,929 options Options with $4.25 exercise price expiring on April 18, 2036
Option exercise price $4.25 per share Exercise price on newly granted stock options
RSUs granted 1,800,965 units Time-based RSUs tied to common stock
Equity award expiration April 18, 2036 Expiration date for PRSU, option and RSU awards
PRSU price milestones 2x–9x reference price Eight share price milestones govern PRSU vesting
Performance Restricted Stock Unit (PRSU) financial
"Pursuant to the terms of the award agreement governing the PRSU, the number of shares underlying the PRSU vest based on achievement of eight share price milestones"
Restricted Stock Unit (RSU) financial
"Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement."
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
stock option financial
"The option will vest as to 1/4 of the total award on the one-year anniversary of April 18, 2026, and thereafter in substantially equal monthly installments"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
accelerated vesting financial
"The RSUs are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer."
share price milestones financial
"the number of shares underlying the PRSU vest based on achievement of eight share price milestones ranging from 2x to 9x of a reference price"
SEC Form 4
FORM 4UNITED 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*
Goldberg Andrew D.

(Last)(First)(Middle)
22722 29TH DR. SE
SUITE 100

(Street)
BOTHELL WASHINGTON 98021

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ACHIEVE LIFE SCIENCES, INC. [ ACHV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO and President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)(1)04/18/2026A1,800,965 (2)04/18/2036Common Stock1,800,965$01,800,965D
Stock Option (right to buy)$4.2504/18/2026A3,601,929 (3)04/18/2036Common Stock3,601,929$03,601,929D
Performance Restricted Stock Unit (PRSU)(1)04/18/2026A11,706,270 (4)04/18/2036Common Stock11,706,270$011,706,270D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at settlement.
2. Pursuant to the terms of the award agreement governing the RSU, the number of shares underlying the RSU vest as to 1/4 of the total award on the one-year anniversary of April 18, 2026, and thereafter in substantially equal quarterly installments on the twelve quarterly anniversaries thereafter, subject to the Reporting Person's provision of services to the Issuer on each vesting date. The RSUs are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer.
3. The option will vest as to 1/4 of the total award on the one-year anniversary of April 18, 2026, and thereafter in substantially equal monthly installments over thirty-six months, subject to the Reporting Person's provision of services to the Issuer on each vesting date. The shares subject to the option are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer.
4. Pursuant to the terms of the award agreement governing the PRSU, the number of shares underlying the PRSU vest based on achievement of eight share price milestones ranging from 2x to 9x of a reference price, in whole or in part, upon achievement of certain financial performance conditions. The PRSUs are eligible for accelerated vesting pursuant to the Reporting Person's employment agreement with the Issuer.
Sandra Thomson as attorney-in-fact for Andrew D. Goldberg04/21/2026
** Signature of Reporting PersonDate
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 equity awards did ACHV grant to CEO Andrew D. Goldberg?

ACHIEVE LIFE SCIENCES granted CEO Andrew D. Goldberg three equity awards: PRSUs, stock options, and RSUs. He received 11,706,270 Performance RSUs, 3,601,929 stock options, and 1,800,965 time-based RSUs, all linked to the company’s common stock and subject to vesting conditions.

How do Andrew Goldberg’s new RSUs at ACHV vest over time?

The RSUs for Andrew Goldberg vest one quarter of the total award on the one-year anniversary of April 18, 2026. The remaining RSUs vest in substantially equal quarterly installments over twelve quarterly anniversaries, contingent on his continued service and with eligibility for accelerated vesting under his employment agreement.

What are the terms of Andrew Goldberg’s newly granted stock options at ACHV?

Andrew Goldberg’s stock options cover 3,601,929 shares of common stock with a $4.25 exercise price. One quarter vests on the one-year anniversary of April 18, 2026, with the rest vesting in substantially equal monthly installments over thirty-six months, subject to continued service and potential accelerated vesting.

How are the Performance RSUs (PRSUs) for ACHV’s CEO structured?

The PRSUs for ACHV’s CEO cover 11,706,270 underlying shares and vest based on eight share price milestones from 2x to 9x a reference price. Vesting also requires achievement of specified financial performance conditions, with eligibility for accelerated vesting under his employment agreement.

What does each RSU or PRSU granted to ACHV’s CEO represent?

Each RSU or PRSU granted to ACHV’s CEO represents a contingent right to receive one share of the company’s common stock at settlement. Actual receipt depends on satisfying the vesting schedule, continued service requirements, and, for PRSUs, applicable share price and financial performance conditions.

Do Andrew Goldberg’s new equity awards at ACHV include potential accelerated vesting?

Yes. The RSUs, stock options, and PRSUs granted to Andrew Goldberg are each eligible for accelerated vesting under his employment agreement. Acceleration would apply in circumstances defined in that agreement, while ordinary vesting depends on continued service and, for PRSUs, performance conditions.