[SCHEDULE 13G/A] Kyverna Therapeutics, Inc. Amended Passive Investment Disclosure
Bain Capital holds 4.75% stake in Kyverna
Bain Capital Life Sciences Opportunities III, LP, an investment fund organized in Delaware, reported beneficial ownership of Kyverna Therapeutics, Inc. common stock.
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Bain Capital Life Sciences Opportunities III, LP, an investment fund organized in Delaware, reported beneficial ownership of Kyverna Therapeutics, Inc. common stock. As of the close of business on June 30, 2026, the fund held 2,885,000 shares of common stock.
This position represents 4.75% of Kyverna’s outstanding common shares, based on 60,795,212 shares outstanding as reported by Kyverna for the quarter ended March 31, 2026. The Bain Capital Life Sciences entities have shared voting and dispositive power over these shares and no sole voting or dispositive power.
Key Figures
Shares beneficially owned:2,885,000 sharesPercent of class owned:4.75%Shares outstanding baseline:60,795,212 shares+2 more
5 metrics
Shares beneficially owned2,885,000 sharesCommon Stock held by Bain Capital Life Sciences Opportunities III, LP as of June 30, 2026
Percent of class owned4.75%Portion of Kyverna common stock beneficially owned by the reporting person
Shares outstanding baseline60,795,212 sharesKyverna common shares issued and outstanding for the quarter ended March 31, 2026
Sole voting power0 sharesShares over which the reporting person has sole power to vote
Shared voting power2,885,000 sharesShares over which the reporting person has shared power to vote
Key Terms
beneficially owned, shared voting power, shared dispositive power, percent of class, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned: As of the close of business on June 30, 2026"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"Shared Voting Power 2,885,000.00 7 | Sole Dispositive Power"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 2,885,000.00 9 2,885,000.00"
percent of classfinancial
"Percent of class: See Item 4(a) hereof."
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
Schedule 13Gregulatory
"The percentage of the outstanding shares of Common Stock held by the Reporting Person"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Kyverna Therapeutics (KYTX) does Bain Capital Life Sciences Opportunities III own?
Bain Capital Life Sciences Opportunities III, LP beneficially owns 4.75% of Kyverna Therapeutics’ common stock, holding 2,885,000 shares based on 60,795,212 shares outstanding as reported for the quarter ended March 31, 2026.
How many Kyverna Therapeutics (KYTX) shares are reported as beneficially owned in this Schedule 13G/A?
The filing reports that Bain Capital Life Sciences Opportunities III, LP beneficially owns 2,885,000 shares of Kyverna Therapeutics common stock, representing shared voting and dispositive power over all of those shares and no sole power.
As of what date is Bain Capital’s Kyverna Therapeutics (KYTX) ownership measured?
The reported ownership is measured as of the close of business on June 30, 2026. At that time, Bain Capital Life Sciences Opportunities III, LP held 2,885,000 shares of Kyverna Therapeutics common stock, corresponding to 4.75% of the company’s outstanding shares.
What share count did Kyverna Therapeutics (KYTX) report outstanding for calculating Bain Capital’s 4.75% stake?
The 4.75% ownership percentage is based on 60,795,212 shares of Kyverna Therapeutics common stock issued and outstanding, as reported by the company in its Form 10-Q for the quarter ended March 31, 2026, filed on May 12, 2026.
Does Bain Capital Life Sciences Opportunities III have sole or shared voting power over Kyverna Therapeutics (KYTX) shares?
Bain Capital Life Sciences Opportunities III, LP reports 0 shares with sole voting power and 2,885,000 shares with shared voting power. It also has shared dispositive power over the same 2,885,000 shares and no sole dispositive power.
Which Bain Capital entity is the reporting person for this Kyverna Therapeutics (KYTX) Schedule 13G/A?
The reporting person is Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership. Related Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over the 2,885,000 shares held by the reporting person.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
KYVERNA THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
501976104
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
501976104
1
Names of Reporting Persons
Bain Capital Life Sciences Opportunities III, LP
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
2,885,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,885,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,885,000.00
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)
4.75 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KYVERNA THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
5980 Horton Street, Suite 200, Emeryville, California 94608
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership (the "Reporting Person").
Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the manager of Bain Capital Life Sciences III General Partner, LLC, a Delaware limited liability company ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P., a Delaware limited partnership ("BCLS Fund III"), which is the sole member of Bain Capital Life Sciences Opportunities III GP, LLC, a Delaware limited liability company (together with the Reporting Person, BCLSI, BCLS Fund III GP and BCLS Fund III, the "Bain Capital Life Sciences Entities"), which is the general partner of the Reporting Person. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business address for each of the Bain Capital Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)
Citizenship:
Each of the Bain Capital Life Sciences Entities is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
501976104
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 June 30, 2026, the Reporting Person held 2,885,000 shares of Common Stock, representing approximately 4.75% of the outstanding shares of Common Stock.
The percentage of the outstanding shares of Common Stock held by the Reporting Person is based on 60,795,212 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 12, 2026.
(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:
2,885,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,885,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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 Life Sciences Opportunities III, LP
Signature:
/s/ Andrew Hack
Name/Title:
Andrew Hack, Partner of Bain Capital Life Sciences Investors, LLC
