ACHV · Achieve Life Sciences, Inc.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.4536 to $8.52 per share, inclusive. The reporting person hereby 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.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The options vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

Each RSU represents a contingent right to receive one share of the Issuer's common stock at settlement.

Pursuant to the terms of the RSU, the shares underlying the RSU vest 100% on the earlier of July 27, 2027 or the date immediately prior to the Issuer's 2027 annual meeting of stockholders, subject to the Reporting Person's provision of service to the Issuer on the vesting date.

The option will vest in substantially equal monthly installments over 36 months commencing May 29, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest in substantially equal monthly installments over 36 months commencing May 29, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest in substantially equal monthly installments over 36 months commencing May 11, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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 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.

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.

The option will vest as to 1/4 of the total award on the first anniversary of January 28, 2026, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest as to 1/4 of the total award on the first anniversary of January 28, 2026, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest as to 1/4 of the total award on the first anniversary of January 28, 2026, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest as to 1/4 of the total award on the first anniversary of January 28, 2026, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest as to 1/4 of the total award on the first anniversary of January 28, 2026, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

The option will vest as to 1/4 of the total award on the first anniversary of January 28, 2026, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

This option will vest as to 1/4 of the total award on the first anniversary of October 20, 2025, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

This option will vest as to 1/4 of the total award on the first anniversary of September 8, 2025, and thereafter in substantially equal monthly installments over 36 months, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

Represents shares of common stock that have been sold by the Reporting Person to satisfy income tax withholding and remittance obligations in connection with the net settlement of the PRSUs.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.83 to $3.02 per share, inclusive. The reporting person hereby 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.

Represents shares of common stock that have been sold by the Reporting Person to satisfy income tax withholding and remittance obligations in connection with the net settlement of the PRSUs.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.83 to $3.02 per share, inclusive. The reporting person hereby 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.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.

Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.

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.

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.

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.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

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.

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.

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.

Each PRSU 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 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.

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.

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.

Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.

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.

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.

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.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

Represents PRSUs previously reported on January 14, 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.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.

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.

Each PRSU 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 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.

Represents shares of common stock acquired upon settlement of the performance restricted stock units ("PRSUs") listed in Table II.

Represent PRSUs previously reported on January 14, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Commmittee of the Issuer's Board of Directors.

Each PRSU 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 PRSU, the total number of shares underlying the PRSU vest on the achievement of one of certain milestones.