Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * Wan Jerry 2. Issuer Name and Ticker or Trading Symbol ACHIEVE LIFE SCIENCES, INC. [ACHV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Principal Accounting Officer (Last) (First) (Middle) 1040 WEST GEORGIA STREET, SUITE 1030 3. Date of Earliest Transaction (Month/Day/Year) 09/04/2025 (Street) VANCOUVER, A1 V6E 4H1 4. If Amendment, Date 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 (City) (State) (Zip) 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 09/04/2025 M 34,100(1) A $ 0 46,764 D Common Stock 09/04/2025 S 14,070(2) D $2.77(3) 32,694 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Performance Restricted Stock Unit (PRSU)(4)

(5)

09/04/2025

M

24,500

(6)

01/22/2028

Common Stock

24,500

$ 0

0

D

Performance Restricted Stock Unit (PRSU)(7)

(5)

09/04/2025

M

9,600

(8)

01/28/2035

Common Stock

9,600

$ 0

38,400

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wan Jerry 1040 WEST GEORGIA STREET SUITE 1030 VANCOUVER, A1 V6E 4H1			Principal Accounting Officer

Signatures

/s/ Sandra Thomson as attorney-in-fact for Jerry Wan		09/08/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.
(2)	Represents shares of common stock that have been sold by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the PRSUs.
(3)	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.68 to $2.88 per share, 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 in this footnote.
(4)	Represents PRSUs previously reported on January 24, 2024 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors.
(5)	Each PRSU represents a contingent right to receive one share of the issuer's common stock at settlement.
(6)	Pursuant to the terms of the award agreement governing the PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.
(7)	Represents PRSUs previously reported on January 30, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors.
(8)	Pursuant to the terms of the award agreement governing the PRSU, the number of underlying shares of the Issuer's common stock that may ultimately vest ranges from 0% to 100% of the number of the PRSUs initially granted, subject to certain milestones being met during the measurement period.

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