Bain Capital Life Sciences shows 4.3% Pharvaris (PHVS) ownership in Schedule 13G/A

Rhea-AI Filing Summary

Bain Capital Life Sciences entities reported a 4.3% passive ownership stake in Pharvaris N.V. ordinary shares. As of December 31, 2025, Bain Capital Life Sciences Fund I held 1,640,817 shares (about 2.5% of the class), BCIP Life Sciences Associates held 167,950 shares (about 0.3%), and Bain Capital Life Sciences Opportunities III held 993,314 shares (about 1.5%). These holdings total 2,802,081 shares, calculated using 64,959,454 Pharvaris ordinary shares outstanding as of September 30, 2025. The group certifies the shares are not held to change or influence control of Pharvaris, indicating a passive investment stance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Pharvaris N.V.

(Name of Issuer)

Ordinary Shares, Euro 0.12 par value per share

(Title of Class of Securities)

N69605108

(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. N69605108

1

Names of Reporting Persons

Bain Capital Life Sciences Fund, 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 1,640,817.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,640,817.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,640,817.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. N69605108

1

Names of Reporting Persons

BCIP Life Sciences Associates, 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 167,950.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 167,950.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

167,950.00

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)

0.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. N69605108

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 993,314.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 993,314.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

993,314.00

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)

1.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Pharvaris N.V.
(b)	Address of issuer's principal executive offices: Emmy Noetherweg 2, 2333 BK Leiden, The Netherlands.
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed jointly by Bain Capital Life Sciences Fund, L.P., a Cayman Islands exempted limited partnership ("BCLS Fund I"), BCIP Life Sciences Associates, LP, a Delaware limited partnership ("BCIPLS"), and Bain Capital Life Sciences Opportunities III, LP, a Delaware limited partnership ("BCLS Fund III Opportunities" and, together with BCLS Fund I and BCIPLS, the "Reporting Persons"). Bain Capital Life Sciences Investors, LLC, a Delaware limited liability company ("BCLSI"), is the general partner of Bain Capital Life Sciences Partners, LP, a Cayman Islands exempted limited partnership ("BCLSP"), which is the general partner of BCLS Fund I. BCLSI is also 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 ("BCLS Fund III Opportunities GP"), which is the general partner of BCLS Fund III Opportunities. Boylston Coinvestors, LLC, a Delaware limited liability company ("Boylston" and, together with the Reporting Persons, BCLSI, BCLSP, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Opportunities GP, the "Bain Capital Life Sciences Entities"), is the general partner of BCIPLS. BCLSI governs the investment strategy and decision-making process with respect to investments held by BCIPLS. As a result, BCLSI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons. 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 Life Sciences Entities is 200 Clarendon Street, Boston, Massachusetts 02116.
(c)	Citizenship: See Item 2(a) hereof.
(d)	Title of class of securities: Ordinary Shares, Euro 0.12 par value per share
(e)	CUSIP No.: N69605108
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, (i) BCLS Fund I held 1,640,817 Ordinary Shares, representing approximately 2.5% of the outstanding Ordinary Shares, (ii) BCIPLS held 167,950 Ordinary Shares, representing approximately 0.3% of the outstanding Ordinary Shares, and (iii) BCLS Fund III Opportunities held 993,314 Ordinary Shares, representing approximately 1.5% of the Outstanding Ordinary Shares. As a result of the foregoing and the relationships described in Item 2(a), the Reporting Persons may be deemed to collectively beneficially own an aggregate of 2,802,081 Ordinary Shares as of December 31, 2025, representing approximately 4.3% of the outstanding Ordinary Shares. The percentage of the outstanding Ordinary Shares held by the Reporting Persons is based on 64,959,454 Ordinary Shares outstanding as of September 30, 2025, as reported by the Issuer in its Form 6-K filed with the Securities and Exchange Commission on November 12, 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: 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.
	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 Fund, L.P.

Signature:	/s/ Ricky Sun
Name/Title:	Ricky Sun, Partner of Bain Capital Life Sciences Investors, LLC
Date:	02/17/2026

BCIP Life Sciences Associates, LP

Signature:	/s/ Ricky Sun
Name/Title:	Ricky Sun, Authorized Signatory of Boylston Coinvestors, LLC
Date:	02/17/2026

Bain Capital Life Sciences Opportunities III, LP

Signature:	/s/ Ricky Sun
Name/Title:	Ricky Sun, Partner of Bain Capital Life Sciences Investors, LLC
Date:	02/17/2026

FAQ

What stake in Pharvaris (PHVS) does Bain Capital Life Sciences report?

Bain Capital Life Sciences entities report beneficial ownership of 2,802,081 Pharvaris ordinary shares, representing about 4.3% of the outstanding class. This total combines stakes held by three affiliated funds and is based on 64,959,454 shares outstanding as of September 30, 2025.

Which Bain Capital Life Sciences funds hold Pharvaris (PHVS) shares and how many?

Three Bain Capital Life Sciences funds hold Pharvaris shares: BCLS Fund I owns 1,640,817 shares, BCIP Life Sciences Associates holds 167,950 shares, and BCLS Fund III Opportunities holds 993,314 shares. Together, these positions form Bain Capital Life Sciences’ reported aggregate 4.3% ownership stake.

Is Bain Capital Life Sciences’ Pharvaris (PHVS) stake a passive investment?

Yes. The reporting group certifies the Pharvaris shares were not acquired and are not held to change or influence control of the company. They state the holdings are not connected with any transaction aimed at control, other than limited activities tied to nomination provisions.

How is the 4.3% Pharvaris (PHVS) ownership percentage calculated?

The 4.3% figure is based on 2,802,081 Pharvaris ordinary shares reported as beneficially owned, divided by 64,959,454 shares outstanding. The outstanding share count comes from Pharvaris’ Form 6-K, which stated that figure as of September 30, 2025.

Who signs on behalf of Bain Capital Life Sciences in the Pharvaris (PHVS) ownership report?

Ricky Sun signs the ownership report in multiple capacities, including Partner of Bain Capital Life Sciences Investors, LLC and Authorized Signatory of Boylston Coinvestors, LLC. His signatures confirm the accuracy of the reported Pharvaris share ownership for the associated entities.

What type of Pharvaris (PHVS) security is reported by Bain Capital Life Sciences?

The reported security is Pharvaris N.V. ordinary shares with a par value of Euro 0.12 per share, identified by CUSIP N69605108. The ownership statement focuses exclusively on this class of ordinary shares, not on derivatives or other security types.