SEC FORM 4

SEC FORM 4SEC 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

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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)

X	Director	10% Owner
X	Officer (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)

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)

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 Unit (RSU)	⁽¹⁾	04/18/2026		A		1,800,965		⁽²⁾	04/18/2036	Common Stock	1,800,965	$0	1,800,965	D
Stock Option (right to buy)	$4.25	04/18/2026		A		3,601,929		⁽³⁾	04/18/2036	Common Stock	3,601,929	$0	3,601,929	D
Performance Restricted Stock Unit (PRSU)	⁽¹⁾	04/18/2026		A		11,706,270		⁽⁴⁾	04/18/2036	Common Stock	11,706,270	$0	11,706,270	D

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. Goldberg	04/21/2026
	** 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)

SEC Form 4 filed by Goldberg Andrew D.