[SCHEDULE 13G/A] KESTRA MEDICAL TECHNOLOGIES, LTD. Amended Passive Investment Disclosure
[SCHEDULE 13G/A] KESTRA MEDICAL TECHNOLOGIES, LTD. Amended Passive Investment Disclosure
Bain Charger Holdings, L.P., an affiliate of Bain Capital, reports a significant ownership position in Kestra Medical Technologies, Ltd. common shares.
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Bain Charger Holdings, L.P., an affiliate of Bain Capital, reports a significant ownership position in Kestra Medical Technologies, Ltd. common shares. As of the close of business on December 31, 2025, Bain Charger directly held 25,172,338 common shares.
These holdings represent approximately 43.1% of Kestra’s outstanding common shares, based on 58,349,053 shares outstanding as of December 5, 2025, as cited from Kestra’s Form 10-Q. Bain Charger and its general partner share voting and dispositive power over these shares.
FAQ
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What ownership stake does Bain Charger hold in Kestra Medical Technologies (KMTS)?
Bain Charger Holdings, L.P. beneficially owns 25,172,338 Kestra common shares, representing about 43.1% of the company. This percentage is calculated using 58,349,053 shares outstanding as of December 5, 2025, as reported in Kestra’s Form 10-Q.
How many Kestra (KMTS) shares are outstanding for the 43.1% Bain stake calculation?
The 43.1% ownership figure is based on 58,349,053 Kestra common shares outstanding as of December 5, 2025. This outstanding share count comes from Kestra’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 11, 2025.
Who controls the Kestra (KMTS) shares reported by Bain Charger Holdings, L.P.?
Bain Capital Investors, LLC is the general partner of Bain Charger Holdings, L.P. and may be deemed to share voting and dispositive power over the 25,172,338 Kestra shares. Voting and investment decisions are made by partners of Bain Capital Investors, LLC.
Does Bain Charger have sole or shared voting power over its Kestra (KMTS) shares?
Bain Charger reports zero shares with sole voting power and 25,172,338 shares with shared voting power. It also reports zero shares with sole dispositive power and 25,172,338 shares with shared dispositive power over Kestra common shares.
What type of filing did Bain Charger submit regarding Kestra (KMTS)?
Bain Charger filed Amendment No. 1 to a Schedule 13G regarding Kestra Medical Technologies common shares. The filing reflects beneficial ownership information as of December 31, 2025, including share count, percentage of class, and the structure of control relationships.
Is Bain Charger’s ownership in Kestra (KMTS) reported as more than 5% of the class?
Yes. Bain Charger’s 25,172,338 Kestra common shares represent approximately 43.1% of the outstanding class, well above the 5% threshold. The form confirms that the section for ownership of 5% or less is marked as not applicable.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Kestra Medical Technologies, Ltd.
(Name of Issuer)
Common Shares, par value $1.00 per share
(Title of Class of Securities)
G52441105
(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.
G52441105
1
Names of Reporting Persons
Bain Charger 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
25,172,338.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
25,172,338.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,172,338.00
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)
43.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kestra Medical Technologies, Ltd.
(b)
Address of issuer's principal executive offices:
3933 Lake Washington BLVD NE, Suite 200, Kirkland, WA 98003
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Bain Charger Holdings, L.P., a Delaware limited partnership (the "Reporting Person"). Bain Capital Investors, LLC, a Delaware limited liability company ("BCI" and, together with the Reporting Person, the "Bain Capital Entities"), 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 Bain Charger. Voting and investment decisions with respect to the 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 Bain Capital Entities is 200 Clarendon Street, Boston, MA 02116.
(c)
Citizenship:
Each of the Bain Capital Entities is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Shares, par value $1.00 per share
(e)
CUSIP No.:
G52441105
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 directly held 25,172,338 Common Shares, representing approximately 43.1% of the Issuer's outstanding Common Shares.
The percentage of the outstanding Common Shares held by the Reporting Person is based on 58,349,053 Common Shares outstanding as of December 5, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 11, 2025.
(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:
25,172,338
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
25,172,338
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.
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 Charger Holdings, L.P.
Signature:
/s/ Chris Gordon
Name/Title:
Chris Gordon, Partner of Bain Capital Investors, LLC
