BRP Inc. received an updated ownership report from Bain Capital Integral Investors II, L.P. Bain Capital reports beneficial ownership of 8,296,475 Multiple Voting Shares, which are convertible on a one-for-one basis into 8,296,475 Subordinate Voting Shares.
These shares represent approximately 18.5% of BRP’s outstanding Subordinate Voting Shares and about 19.3% of total voting power as of December 31, 2025, based on share counts disclosed in a December 19, 2025 prospectus supplement. Bain Capital shares voting and dispositive power over these shares through its general partner, Bain Capital Investors, LLC.
Bain Capital is party to a Nomination Rights Agreement with Beaudier Group and CDPQ governing how they vote to fix the board size at 13 directors and elect directors, but it disclaims beneficial ownership of securities held by those other parties.
Positive
None.
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Insights
Bain Capital confirms a near-19% voting stake and coordinated board nomination rights at BRP Inc.
Bain Capital Integral Investors II, L.P. reports 8,296,475 Multiple Voting Shares in BRP Inc., convertible into the same number of Subordinate Voting Shares. This equates to about 18.5% of Subordinate Voting Shares and 19.3% of total voting power as of December 31, 2025, using the company’s disclosed share counts.
The filing highlights a Nomination Rights Agreement with the Beaudier Group and CDPQ, under which they agree to set the board size at 13 and elect directors according to agreed terms. This arrangement underscores a coordinated governance framework, although Bain Capital disclaims beneficial ownership of securities held by the other parties.
Ownership levels and governance rights described here rely on outstanding share figures from a prospectus supplement dated December 19, 2025. Future BRP Inc. disclosures may update outstanding share counts or board composition within this nomination framework.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
BRP Inc.
(Name of Issuer)
Subordinate Voting Shares
(Title of Class of Securities)
05577W200
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
05577W200
1
Names of Reporting Persons
Bain Capital Integral Investors II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,296,475.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,296,475.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,296,475.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This Schedule 13G is being filed by Bain Capital Integral Investors II, L.P., a Cayman Islands exempted limited partnership (the "Reporting Person").
Bain Capital Investors, LLC, a Delaware limited liability company ("BCI"), is the general partner of the Reporting Person. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person. Voting and investment decisions with respect to securities held by the Reporting Person are made by the partners of BCI.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Person and BCI is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)
Citizenship:
See Item 2(a) hereof.
(d)
Title of class of securities:
Subordinate Voting Shares
(e)
CUSIP No.:
05577W200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on December 31, 2025, the Reporting Person held 8,296,475 Multiple Voting Shares of the Issuer.
The rights of the holders of the Issuer's Multiple Voting Shares and Subordinate Voting Shares are substantially identical, except with respect to voting, conversion and subscription rights. The Subordinate Voting Shares have one vote per share and the Multiple Voting Shares have six votes per share. The Subordinate Voting Shares are not convertible into any other class of shares, while the Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-one basis at the option of the holder and under certain other circumstances. In the event of any distribution or issuance of voting shares of the Issuer (other than Multiple Voting Shares, Subordinate Voting Shares issued upon conversion of Multiple Voting Shares or voting shares issued upon the exercise of a right attached to a previously issued security), the holders of Multiple Voting Shares are entitled to subscribe for additional Multiple Voting Shares in order to maintain their proportion of total voting rights associated with the then-outstanding Multiple Voting Shares. The holders of Subordinate Voting Shares benefit from protection provisions that give them certain rights in the event of a take-over bid for the Multiple Voting Shares.
Accordingly, the 8,296,475 Multiple Voting Shares held by the Reporting Person as of December 31, 2025, were convertible, at the option of the Reporting Person, into 8,296,475 Subordinate Voting Shares, or approximately 18.5% of the Issuer's outstanding Subordinate Voting Shares.
The 8,296,475 Multiple Voting Shares held by the Reporting Person as of December 31, 2025 represented approximately 19.3% of the Issuer's total voting power.
The percentage of the Issuer's outstanding Subordinate Voting Shares and total voting power held by the Reporting Person are based on 36,439,047 Subordinate Voting Shares and 36,976,222 Multiple Voting Shares outstanding, as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission on December 19, 2025.
The Reporting Person is party to a Nomination Rights Agreement, dated as of May 29, 2013, with Beaudier Inc. and 4338618 Canada Inc. (collectively, "Beaudier Group") and Caisse de depot et placement du Quebec ("CDPQ"). The Nomination Rights Agreement requires that the Reporting Person, the Beaudier Group and CDPQ cast all votes to which they are entitled to fix the size of the Company's board of directors at 13 members and to elect members of the board of directors in accordance with the provisions thereof. As a result, the Reporting Person, the Beaudier Group and CDPQ may be deemed to be a group for purposes of Section 13(d) of the Act. The Reporting Person disclaims beneficial ownership of the securities held by the Beaudier Group and CDPQ.
(b)
Percent of class:
See Item 4(a) hereof.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
8,296,475
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,296,475
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Bain Capital Integral Investors II, L.P.
Signature:
/s/ John Kilgallon
Name/Title:
John Kilgallon, Partner of Bain Capital Investors, LLC
How much of BRP Inc. (DOO) does Bain Capital Integral Investors II, L.P. beneficially own?
Bain Capital Integral Investors II, L.P. beneficially owns 8,296,475 Multiple Voting Shares of BRP Inc. These are convertible into 8,296,475 Subordinate Voting Shares, representing about 18.5% of outstanding Subordinate Voting Shares as of December 31, 2025, based on BRP’s disclosed share counts.
What voting power does Bain Capital have in BRP Inc. (DOO) according to this Schedule 13G/A?
Bain Capital’s 8,296,475 Multiple Voting Shares represent approximately 19.3% of BRP Inc.’s total voting power. Multiple Voting Shares carry six votes per share versus one vote for Subordinate Voting Shares, giving Bain Capital substantial influence relative to its economic stake.
What are BRP Inc.’s outstanding share counts used in Bain Capital’s ownership calculation?
The ownership percentages are based on 36,439,047 Subordinate Voting Shares and 36,976,222 Multiple Voting Shares outstanding. These figures come from BRP Inc.’s prospectus supplement filed on December 19, 2025, and anchor the 18.5% and 19.3% ownership calculations.
How do BRP Inc.’s Multiple Voting Shares differ from Subordinate Voting Shares?
Multiple Voting Shares have six votes per share and are convertible into Subordinate Voting Shares on a one-for-one basis. Subordinate Voting Shares have one vote per share and are not convertible into other classes, giving Multiple Voting Shares greater voting power per share.
What governance agreement involving Bain Capital affects BRP Inc. (DOO)?
Bain Capital is party to a Nomination Rights Agreement with the Beaudier Group and CDPQ. They agree to cast their votes to fix BRP Inc.’s board at 13 members and elect directors under specified terms, while Bain Capital disclaims ownership of the others’ securities.
Who makes voting and investment decisions for Bain Capital’s BRP Inc. stake?
Voting and investment decisions for the BRP Inc. stake are made by partners of Bain Capital Investors, LLC. This Delaware limited liability company is the general partner of Bain Capital Integral Investors II, L.P., and may be deemed to share voting and dispositive power over the reported shares.
