Canada Goose Holdings Inc. received an updated Schedule 13G/A from Bain Capital–affiliated funds detailing their ownership of the company’s Subordinate Voting Shares.
As of December 31, 2025, Bain Capital Integral Investors 2008, L.P. held 30,873,742 Multiple Voting Shares. These shares are convertible into 30,873,742 Subordinate Voting Shares on a one-for-one basis and represented approximately 40.1% of Canada Goose’s outstanding Subordinate Voting Shares and about 55.5% of its total voting power, based on share counts reported in a recent Form 6-K. BCPE Fund X Goose Holdings, L.P. reported holding no Multiple Voting Shares. The filing explains the Bain Capital ownership structure and notes that voting and investment decisions for these securities are made by partners of Bain Capital Investors, LLC.
Positive
None.
Negative
None.
Insights
Bain Capital reaffirms a controlling voting stake in Canada Goose.
The filing shows Bain Capital Integral Investors 2008, L.P. holding 30,873,742 Multiple Voting Shares, convertible into the same number of Subordinate Voting Shares. This position equals about 40.1% of Subordinate Voting Shares and roughly 55.5% of total voting power.
The structure concentrates voting control through Multiple Voting Shares, while economic exposure is tied to Subordinate and Multiple Voting Shares outstanding as of the Form 6-K reference. BCPE Fund X Goose Holdings, L.P. now reports zero Multiple Voting Shares, but overall Bain-related control remains substantial.
The Investor Rights Agreement with DTR LLC coordinates director election voting between Integral 2008 and an entity controlled by the CEO. Future company disclosures may further describe how this agreement shapes board composition and governance as of December 31, 2025 and beyond.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Canada Goose Holdings Inc.
(Name of Issuer)
Subordinate Voting Shares
(Title of Class of Securities)
135086106
(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.
135086106
1
Names of Reporting Persons
Bain Capital Integral Investors 2008, 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
30,873,742.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,873,742.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,873,742.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
40.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
135086106
1
Names of Reporting Persons
BCPE Fund X Goose Holdings, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This Schedule 13G is being filed jointly by Bain Capital Integral Investors 2008, L.P., a Cayman Islands exempted limited partnership ("Integral 2008"), and BCPE Fund X Goose Holdings, L.P., a Delaware limited partnership ("BCPE Fund X Holdings" and, together with Integral 2008, the Reporting Persons").
Bain Capital Investors, LLC, a Delaware limited liability company ("BCI"), is the general partner of each of Integral 2008 and Bain Capital Partners X, L.P., a Cayman Islands exempted limited partnership ("Partners X"). Partners X is the general partner of Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership ("Fund X"), which is the sole member of BCPE Fund X Goose Holding GP, LLC, a Delaware limited liability company ("BCPE Fund X Holdings GP" and, together with the Reporting Persons, BCI, Partners X and Fund X, the "Bain Capital Entities"), which is the general partner of BCPE Fund X Holdings.
As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons. Voting and investment decisions with respect to the securities held by the Reporting Persons are made by the partners of BCI.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 17, 2026, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Bain Capital Entities 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.:
135086106
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, Integral 2008 held 30,873,742 Multiple Voting Shares and BCPE Fund X Holdings held zero Multiple Voting Shares.
The rights of the holders of the Multiple Voting Shares and Subordinate Voting Shares are substantially identical, except with respect to voting and conversion. The Subordinate Voting Shares have one vote per share and the Multiple Voting Shares have 10 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.
Accordingly, the 30,873,742 Multiple Voting Shares held by Integral 2008 represent approximately 55.5% of the Issuer's total voting power, and are convertible, at the option of Integral 2008, into 30,873,742 Subordinate Voting Shares, or approximately 40.1% of the Issuer's outstanding Subordinate Voting Shares.
The percentage of the Issuer's outstanding Subordinate Voting Shares and total voting power held by the Reporting Persons are based on 46,124,373 Subordinate Voting Shares and 51,004,076 Multiple Voting Shares outstanding, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on February 5, 2026.
Integral 2008 is party to an Investor Rights Agreement, dated as of March 6, 2017, with DTR LLC, an entity directly controlled by the Issuer's President and Chief Executive Officer. The Investor Rights Agreement requires that Integral 2008 and DTR LLC cast all votes to which they are entitled to elect directors designated in accordance with the terms and conditions of the Investor Rights Agreement. As a result, Integral 2008 and DTR LLC may be deemed to be a group for purposes of Section 13(d) of the Act. Integral 2008 disclaims beneficial ownership of the securities held by DTR LLC.
(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:
See Item 4(a) hereof
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) hereof
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4(a) hereof.
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 2008, L.P.
Signature:
/s/ Jennifer Davis
Name/Title:
Jennifer Davis, Partner of Bain Capital Investors, LLC
Date:
02/17/2026
BCPE Fund X Goose Holdings, L.P.
Signature:
/s/ Jennifer Davis
Name/Title:
Jennifer Davis, Partner of Bain Capital Investors, LLC
What ownership stake in Canada Goose (GOOS) does Bain Capital report in this Schedule 13G/A?
Bain Capital Integral Investors 2008, L.P. reports holding 30,873,742 Multiple Voting Shares of Canada Goose. These are convertible into 30,873,742 Subordinate Voting Shares and represent about 40.1% of the outstanding Subordinate Voting Shares and roughly 55.5% of the company’s total voting power.
How many Canada Goose Multiple Voting Shares does BCPE Fund X Goose Holdings, L.P. report owning?
BCPE Fund X Goose Holdings, L.P. reports owning zero Multiple Voting Shares of Canada Goose. The Schedule 13G/A states that as of December 31, 2025, BCPE Fund X Goose Holdings held no Multiple Voting Shares, while Bain Capital Integral Investors 2008, L.P. held the disclosed position.
What is the voting difference between Canada Goose Multiple Voting Shares and Subordinate Voting Shares?
Canada Goose Subordinate Voting Shares have one vote each, while Multiple Voting Shares have ten votes each. The filing explains that rights are substantially identical except for voting and conversion. Multiple Voting Shares can be converted into Subordinate Voting Shares on a one-for-one basis at the holder’s option and in certain other circumstances.
How does Bain Capital’s Canada Goose stake translate into total voting power?
The 30,873,742 Multiple Voting Shares held by Integral 2008 represent about 55.5% of Canada Goose’s total voting power. This calculation is based on 46,124,373 Subordinate Voting Shares and 51,004,076 Multiple Voting Shares outstanding, as reported in the company’s referenced Form 6-K.
What share counts did Canada Goose (GOOS) report that underpin Bain Capital’s ownership percentages?
Bain Capital’s percentages use 46,124,373 Subordinate Voting Shares and 51,004,076 Multiple Voting Shares outstanding. These figures come from Canada Goose’s Form 6-K filed on February 5, 2026, and are used to compute both the 40.1% Subordinate Voting Share stake and 55.5% total voting power.
What agreement affects how Bain Capital and a CEO-controlled entity vote Canada Goose shares?
Integral 2008 is party to an Investor Rights Agreement with DTR LLC. DTR LLC is directly controlled by Canada Goose’s President and CEO. The agreement requires both parties to cast all votes to elect directors designated under its terms, affecting board election dynamics and potential group status.
