STOCK TITAN

Bain Capital-linked fund boosts Kailera Therapeutics (KLRA) common stake

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Kailera Therapeutics, Inc. reported that investment entities affiliated with Bain Capital Life Sciences increased their indirect stake. BCLS Fund IV Investments, L.P. bought 1,562,500 shares of common stock in an open-market purchase at $16.00 per share.

On the same date, BCLS Fund IV Investments, L.P. also acquired additional common stock through automatic 1:1 conversions of Series A-1 and Series B Preferred Stock upon the closing of Kailera’s initial public offering. After these transactions, BCLS Fund IV Investments, L.P. indirectly held 22,583,268 shares of Kailera common stock.

Positive

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Negative

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Insights

Bain Capital-linked entities boosted their Kailera common equity via open-market buying and IPO-related conversions.

The filing shows BCLS Fund IV Investments, L.P., an entity linked to Bain Capital Life Sciences, made an open-market purchase of 1,562,500 Kailera common shares at $16.00. Open-market purchases are active decisions and often carry more informational weight than automatic conversions.

In addition, Series A-1 and Series B Preferred Stock automatically converted into common stock on a 1:1 basis when Kailera’s initial public offering closed, eliminating those preferred positions. Following these steps, BCLS Fund IV Investments, L.P. indirectly held 22,583,268 common shares, consolidating its exposure entirely into common equity as reflected in this filing.

Insider Bain Capital Life Sciences Investors, LLC, Bain Capital Life Sciences IV General Partner, LLC, Bain Capital Life Sciences Fund IV, L.P., BCLS Fund IV Investments GP, LLC, BCLS Fund IV Investments, L.P.
Role null | null | null | null | null
Bought 1,562,500 shs ($25.00M)
Type Security Shares Price Value
Conversion Series A-1 Preferred Stock 16,875,000 $0.00 --
Conversion Series B Preferred Stock 4,145,768 $0.00 --
Conversion Common Stock 16,875,000 $0.00 --
Conversion Common Stock 4,145,768 $0.00 --
Purchase Common Stock 1,562,500 $16.00 $25.00M
Holdings After Transaction: Series A-1 Preferred Stock — 0 shares (Indirect, See footnotes); Series B Preferred Stock — 0 shares (Indirect, See footnotes); Common Stock — 16,875,000 shares (Indirect, See footnotes)
Footnotes (1)
  1. Each share of the Issuer's Series A-1 Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering. These securities had no expiration date. Each share of the Issuer's Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering. These securities had no expiration date. Represents securities held directly by BCLS Fund IV Investments, LP ("BCLS Fund IV Investments"). Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences IV General Partner, LLC ("BCLS Fund IV GP"), which is the general partner of Bain Capital Life Sciences Fund IV, L.P. ("BCLS Fund IV"), which is the managing member of BCLS Fund IV Investments GP, LLC ("BCLS Fund IV Investments GP"), which is the general partner of BCLS Fund IV Investments. As a result, each of BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Fund IV Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund IV Investments. BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Fund IV Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Open-market purchase 1,562,500 shares at $16.00 Common Stock bought by BCLS Fund IV Investments, L.P.
Series A-1 Preferred conversion 16,875,000 shares Converted 1:1 into common upon IPO closing
Series B Preferred conversion 4,145,768 shares Converted 1:1 into common upon IPO closing
Common shares held after transactions 22,583,268 shares Indirectly held by BCLS Fund IV Investments, L.P.
Converted preferred positions remaining 0 shares Series A-1 and B Preferred after 1:1 conversions
open-market purchase financial
"transaction_action": "open-market purchase""
An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.
derivative conversion financial
"transaction_action": "derivative conversion""
Series A-1 Preferred Stock financial
"security_title": "Series A-1 Preferred Stock""
Series A-1 preferred stock is a specific class of company shares created in an early financing round that typically gives its holders priority over common shareholders for dividends and money if the company is sold or liquidates. Think of it as a special ticket with upfront privileges — often convertible into ordinary shares and sometimes carrying voting or protective rights — so investors use it to reduce risk and preserve control compared with ordinary stock.
Series B Preferred Stock financial
"security_title": "Series B Preferred Stock""
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
initial public offering financial
"upon the closing of the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
beneficial ownership financial
"each disclaims beneficial ownership of such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 Life Sciences Investors, LLC

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Kailera Therapeutics, Inc. [ KLRA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/20/2026C16,875,000A(1)16,875,000ISee footnotes(3)(4)
Common Stock04/20/2026C4,145,768A(2)21,020,768ISee footnotes(3)(4)
Common Stock04/20/2026P1,562,500A$1622,583,268ISee footnotes(3)(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A-1 Preferred Stock(1)04/20/2026C16,875,000 (1) (1)Common Stock16,875,000$00ISee footnotes(3)(4)
Series B Preferred Stock(2)04/20/2026C4,145,768 (2) (2)Common Stock4,145,768$00ISee footnotes(3)(4)
1. Name and Address of Reporting Person*
Bain Capital Life Sciences Investors, LLC

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bain Capital Life Sciences IV General Partner, LLC

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Bain Capital Life Sciences Fund IV, L.P.

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BCLS Fund IV Investments GP, LLC

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BCLS Fund IV Investments, L.P.

(Last)(First)(Middle)
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Each share of the Issuer's Series A-1 Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering. These securities had no expiration date.
2. Each share of the Issuer's Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering. These securities had no expiration date.
3. Represents securities held directly by BCLS Fund IV Investments, LP ("BCLS Fund IV Investments").
4. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences IV General Partner, LLC ("BCLS Fund IV GP"), which is the general partner of Bain Capital Life Sciences Fund IV, L.P. ("BCLS Fund IV"), which is the managing member of BCLS Fund IV Investments GP, LLC ("BCLS Fund IV Investments GP"), which is the general partner of BCLS Fund IV Investments. As a result, each of BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Fund IV Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund IV Investments. BCLSI, BCLS Fund IV GP, BCLS Fund IV and BCLS Fund IV Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
See signatures included in Exhibit 99.104/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Bain Capital entities report in Kailera Therapeutics (KLRA)?

Entities affiliated with Bain Capital Life Sciences increased their Kailera stake. BCLS Fund IV Investments, L.P. bought 1,562,500 common shares at $16.00 and received additional shares through automatic conversion of Series A-1 and Series B preferred stock when the company’s initial public offering closed.

How many Kailera Therapeutics (KLRA) shares were purchased on the open market?

BCLS Fund IV Investments, L.P. purchased 1,562,500 Kailera common shares. The transaction was an open-market purchase at $16.00 per share, reflecting a direct cash investment in the common stock on the transaction date reported in the Form 4 filing.

What preferred shares of Kailera Therapeutics (KLRA) were converted to common stock?

Series A-1 and Series B Preferred Stock were converted into common shares. Each share of these preferred series automatically converted into one share of common stock upon the closing of Kailera’s initial public offering, according to the Form 4 footnotes.

How many Kailera Therapeutics (KLRA) common shares are indirectly held after these transactions?

BCLS Fund IV Investments, L.P. indirectly holds 22,583,268 Kailera common shares. This figure reflects holdings after the 1,562,500-share open-market purchase and the automatic 1:1 conversions of Series A-1 and Series B preferred stock into common stock.

Who is the direct holder of the Kailera Therapeutics (KLRA) shares in this Form 4?

The shares are held directly by BCLS Fund IV Investments, L.P. Footnotes explain that various Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over these securities but each disclaims beneficial ownership except to the extent of its pecuniary interest.