[Form 4] Bain Capital GSS Investment Corp. Insider Trading Activity

Rhea-AI Filing Summary

Bain Capital GSS Investment Sponsor LLC reported an insider transaction in Bain Capital GSS Investment Corp. Class B ordinary shares. On 12/18/2025, the sponsor entered a sale transaction involving 30,000 Class B ordinary shares at a price reported in the derivative securities table, with each Class B share automatically convertible into one Class A ordinary share at the time of the company’s initial business combination, subject to anti-dilution adjustments.

After this transaction, the sponsor is shown as beneficially owning 11,440,000 derivative securities linked to Class A ordinary shares on a direct basis. The filing explains that the sponsor is controlled by its controlling members and that beneficial ownership of the Class B shares may be attributed to them, while the reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.

SEC 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Bain Capital GSS Investment Sponsor LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bain Capital GSS Investment Corp. [ BCSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

4. If Amendment, Date of 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

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

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares, par value $0.0001	(1)	12/18/2025	12/18/2025	S			30,000	(1)	(1)	Class A ordinary shares, par value $0.0001 per share	30,000	(1)	11,440,000	D(2)(3)

Explanation of Responses:

1. Pursuant to the Issuer's amended and restated memorandum and articles of association, the Class B ordinary shares have no expiration date and will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to adjustment pursuant to certain anti-dilution rights.

2. This Form 4 is being filed by Bain Capital GGS Investment Sponsor LLC (the "Sponsor"). The Sponsor is controlled by its controlling members. As a result, each of the Sponsor and its controlling members may be deemed to have beneficial ownership of the Class B ordinary shares held by the Sponsor.

3. The reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of its pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that the reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.

	/s/ Angelo Rufino, Authorized Signatory of Bain Capital GSS Investment Sponsor LLC	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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