TPG GP A, LLC - 17 Apr 2026 Form 3 Insider Report for ACHIEVE LIFE SCIENCES, INC. (ACHV)

Reporting relationship: 10%+ Owner
Issuer ticker: ACHV
Reported as of: 17 Apr 2026
Net transaction value: $0
SEC form: 3
Accepted by SEC: 24 Apr 2026, 17:03:09 UTC
Prior SEC filing: 04 Mar 2026
Next SEC filing: 07 May 2026
Source filing: View source filing
Reporting owner signature: /s/ Matthew White, Vice President, TPG GP A, LLC (6)

Key filing fact

TPG GP A, LLC filed Form 3 for ACHIEVE LIFE SCIENCES, INC. (ACHV) on 24 Apr 2026.

Key facts

This page summarizes TPG GP A, LLC's Form 3 filing for ACHIEVE LIFE SCIENCES, INC. (ACHV).
0 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 24 Apr 2026, 17:03.

Change

Previous filing in this sequence was filed on 04 Mar 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reporting Owners (3)

CIK 0001903793 Primary reporting owner

TPG GP A, LLC

Relationship: 10%+ Owner
Address: C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH
Signature: /s/ Matthew White, Vice President, TPG GP A, LLC (6)
Signature date: 24 Apr 2026

CIK 0001099776

COULTER JAMES G

Relationship: 10%+ Owner
Address: C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH
Signature: /s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7)
Signature date: 24 Apr 2026

CIK 0001366946

WINKELRIED JON

Relationship: 10%+ Owner
Address: C/O TPG INC., 301 COMMERCE STREET, SUITE 3300, FORT WORTH
Signature: /s/ Gerald Neugebauer on behalf of Jon Winkelried (6)(7)
Signature date: 24 Apr 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ACHV holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 6,877,580
Date: 17 Apr 2026
Ownership: See Explanation of Responses
Footnotes: F1, F2, F4, F5

ACHV holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 6,877,580
Date: 17 Apr 2026
Ownership: See Explanation of Responses
Footnotes: F1, F2, F4, F5

ACHV holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 6,877,580
Date: 17 Apr 2026
Ownership: See Explanation of Responses
Footnotes: F1, F2, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ACHV holding Derivative

Warrants (right to buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date: 17 Apr 2026
Ownership: See Explanation of Responses
Underlying class: Common Stock
Underlying amount: 6,877,580
Exercise price: $3.51
Footnotes: F1, F2, F3, F4, F5

ACHV holding Derivative

Warrants (right to buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date: 17 Apr 2026
Ownership: See Explanation of Responses
Underlying class: Common Stock
Underlying amount: 6,877,580
Exercise price: $3.51
Footnotes: F1, F2, F3, F4, F5

ACHV holding Derivative

Warrants (right to buy)

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date: 17 Apr 2026
Ownership: See Explanation of Responses
Underlying class: Common Stock
Underlying amount: 6,877,580
Exercise price: $3.51
Footnotes: F1, F2, F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG LSI GenPar Advisors, LLC, which is the general partner of TPG LSI GenPar, L.P., which is the sole member of TPG LSI SPV GP, LLC, which is the general partner of TPG LSI Rise Auriga L.P. ("TPG Auriga").

Footnote F2

TPG Auriga directly holds (i) 6,877,580 shares of Common Stock ("Common Stock") of Achieve Life Sciences, Inc. (the "Issuer") and (ii) 6,877,580 warrants (the "Warrants"). Each Warrant is initially exercisable for one share of Common Stock at an exercise price (the "Exercise Price") of $3.51. The number shares of Common Stock issuable upon exercise of the Warrants and the Exercise Price are subject to certain adjustments as set forth in the Warrants.

Footnote F3

The Warrants are exercisable at any time after April 17, 2026 and will expire on the twentieth business day following the later of (i) the date on which the Issuer publicly announces that the U.S. Food and Drug Administration has approved cytisinicline for smoking cessation in adults (the "FDA Approval"), and (ii) the date on which the Issuer notifies TPG Auriga of the FDA Approval, provided that if a Warrant is not fully exercisable because the Issuer has insufficient authorized and unreserved shares of Common Stock at the time of the public announcement of the FDA Approval, the Warrant will be exercisable for two years following the date on which the Issuer obtains stockholder approval to increase the number of authorized shares of Common Stock. TPG Auriga may not exercise the Warrant if it, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

Footnote F4

Because of the relationship between the Reporting Persons and TPG Auriga, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Auriga. Each of TPG Auriga and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Auriga's or such Reporting Person's pecuniary interest therein, if any.

Footnote F5

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC remarks

(6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.

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