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Kestra Medical director gets RSUs, sells 3,890 shares

KMTS director and ten percent owner Jeffrey Schwartz received new RSUs and executed a tax-related sell-to-cover while maintaining a large indirect stake via Bain Charger Holdings.

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

KESTRA MEDICAL TECHNOLOGIES, LTD. (KMTS) director and ten percent owner Jeffrey Lawrence Schwartz reported both an equity award and a tax-related sale of common shares. On September 9, 2026, he acquired 7,217 restricted stock units (RSUs), each convertible into one common share, which vest on September 9, 2027 subject to continued service.

On September 8, 2026, he sold 3,890 common shares at a weighted average price of $25.178 per share, with prices ranging from $24.91 to $25.424, in a nondiscretionary “sell to cover” transaction to satisfy tax withholding obligations tied to RSU vesting and settlement. He is also reported as having indirect ownership of 25,172,338 common shares held by Bain Charger Holdings, L.P., where he may be deemed to share voting and dispositive power, while disclaiming beneficial ownership beyond his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Schwartz Jeffrey Lawrence
Role Director, 10% Owner
Sold 3,890 shs ($98K)
Type Security Shares Price Value
Grant/Award Common Shares F3 7,217 -- --
Sale Common Shares F1, F2 3,890 $25.178 $98K
holding Common Shares F4 -- -- --
Holdings After Transaction: Common Shares — 14,236 shares (Direct); Common Shares — 25,172,338 shares (Indirect, See footnote)
Footnotes (4)
  1. F1. The sale reported in this Form 4 represents a nondiscretionary sale of shares required to be sold by the reporting person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units.
  2. F2. The price in Column 4 is a weighted average price. The prices at which the reported securities were sold ranged from $24.9100 to $25.4240. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, information regarding the number of shares at each price within the range.
  3. F3. The reported securities represent restricted stock units ("RSUs") which each entitle the Reporting Person to receive one common share of the Issuer. The RSUs will vest on September 9, 2027, subject to the Reporting Person's continued service through such date.
  4. F4. Represents 25,172,338 common shares of the Issuer held directly by Bain Charger Holdings, L.P. ("Bain Charger"). Mr. Schwartz is a Partner of Bain Capital Investors, LLC, which is the general partner of Bain Charger. As a result, Mr. Schwartz may be deemed to share voting and dispositive power with respect to the securities held by Bain Charger. Mr. Schwartz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
RSUs granted 7,217 units Restricted stock units awarded to Jeffrey Schwartz on September 9, 2026
Shares sold 3,890 shares Sell-to-cover transaction on September 8, 2026
Weighted average sale price $25.178 per share KMTS common shares sold on September 8, 2026
Sale price range $24.91–$25.424 per share Range of prices for 3,890 shares sold on September 8, 2026
Indirectly held shares 25,172,338 shares KMTS common shares held by Bain Charger Holdings, L.P. associated with Jeffrey Schwartz
RSU vesting date September 9, 2027 Vesting date for 7,217 RSUs granted to Jeffrey Schwartz
restricted stock units financial
"The reported securities represent restricted stock units ("RSUs") which each entitle"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average price financial
"The price in Column 4 is a weighted average price. The prices"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
sell to cover financial
"shares required to be sold by the reporting person pursuant to sell to cover transactions"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
dispositive power financial
"may be deemed to share voting and dispositive power with respect to the securities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
pecuniary interest financial
"disclaims beneficial ownership of such securities except to the extent of his pecuniary interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity award did KMTS director Jeffrey Schwartz report?

Jeffrey Schwartz reported an award of 7,217 restricted stock units (RSUs) on September 9, 2026. Each RSU entitles him to receive one KMTS common share, and the RSUs vest on September 9, 2027, subject to his continued service with the company through that date.

What KMTS shares did Jeffrey Schwartz sell in this Form 4 filing?

On September 8, 2026, Jeffrey Schwartz sold 3,890 KMTS common shares at a weighted average price of $25.178 per share, with sale prices ranging from $24.91 to $25.424. The filing states this was a nondiscretionary sell-to-cover for tax withholding on RSU vesting.

Why were KMTS shares sold by Jeffrey Schwartz on September 8, 2026?

The filing states the 3,890 KMTS shares sold on September 8, 2026 represent a nondiscretionary sell-to-cover transaction. These shares were required to be sold to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units.

What is Jeffrey Schwartz’s indirect ownership stake in KMTS?

The Form 4 reports that 25,172,338 KMTS common shares are held indirectly through Bain Charger Holdings, L.P.. Jeffrey Schwartz is a Partner of Bain Capital Investors, LLC, the general partner of Bain Charger, and may be deemed to share voting and dispositive power over these securities.

Does Jeffrey Schwartz claim full beneficial ownership of all indirectly held KMTS shares?

No. For the 25,172,338 KMTS shares held by Bain Charger Holdings, L.P., Jeffrey Schwartz disclaims beneficial ownership except to the extent of his pecuniary interest. He may be deemed to share voting and dispositive power over these securities through his role at Bain Capital Investors, LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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*
Schwartz Jeffrey Lawrence

(Last)(First)(Middle)
C/O BAIN CAPITAL INVESTORS, LLC
200 CLARENDON STREET

(Street)
BOSTON MASSACHUSETTS 02116

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
KESTRA MEDICAL TECHNOLOGIES, LTD. [ KMTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form 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 Shares09/08/2026S(1)3,890D$25.178(2)7,019D
Common Shares09/09/2026A7,217A(3)14,236D
Common Shares25,172,338ISee footnote(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
Explanation of Responses:
1. The sale reported in this Form 4 represents a nondiscretionary sale of shares required to be sold by the reporting person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units.
2. The price in Column 4 is a weighted average price. The prices at which the reported securities were sold ranged from $24.9100 to $25.4240. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, information regarding the number of shares at each price within the range.
3. The reported securities represent restricted stock units ("RSUs") which each entitle the Reporting Person to receive one common share of the Issuer. The RSUs will vest on September 9, 2027, subject to the Reporting Person's continued service through such date.
4. Represents 25,172,338 common shares of the Issuer held directly by Bain Charger Holdings, L.P. ("Bain Charger"). Mr. Schwartz is a Partner of Bain Capital Investors, LLC, which is the general partner of Bain Charger. As a result, Mr. Schwartz may be deemed to share voting and dispositive power with respect to the securities held by Bain Charger. Mr. Schwartz disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
/s/ Jeffrey Schwartz09/10/2026
** 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)

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