Bain Capital Life Sciences Investors, LLC 4

4 · Kailera Therapeutics, Inc. · Filed Apr 20, 2026

AI-generated summary of this filing

Updated Apr 20, 2026

Kailera (KLRA) 10% Owner Bain Capital Buys $25M of Shares

What Happened

Bain Capital Life Sciences Investors, LLC (a reported 10% owner) purchased 1,562,500 shares of Kailera Therapeutics (KLRA) in an open-market/private purchase at $16.00 per share for a total of $25,000,000.
In the same filing Bain Capital also recorded conversions of previously held preferred securities into common stock: 16,875,000 shares (Series A‑1) and 4,145,768 shares (Series B), totaling 21,020,768 shares. The conversions were automatic 1:1 conversions of preferred into common (recorded as derivative conversions).

Key Details

Transaction date and filing date: 2026-04-20 (timely filing).
Open-market/private purchase: 1,562,500 shares at $16.00 each = $25,000,000. (Transaction code P)
Conversions: 16,875,000 (Series A‑1) and 4,145,768 (Series B) common shares recorded from conversion of preferred securities; conversion entries show N/A or $0 because these were automatic 1:1 conversions of preferred into common (transaction code C / derivative).
Total shares converted into common: 21,020,768.
Shares owned after transaction: not specified in the disclosed excerpt.
Footnotes: F1/F2 explain automatic 1:1 conversion of Series A‑1 and Series B preferred on IPO closing; F3 notes certain securities held directly by BCLS Fund IV Investments; F4 explains Bain Capital Life Sciences Investors, LLC’s managerial relationships and disclaimer of beneficial ownership except for pecuniary interest.
Filing appears timely (no late-filing indication in the provided data).

Context

The $25M purchase is a clear cash investment by an institutional holder — purchases can be a stronger signal to some investors than sales, but do not by themselves indicate future performance.
The preferred-to-common conversions are routine corporate actions (automatic conversions) and are recorded as derivative conversions/dispositions at $0 for accounting purposes; they are not open-market trades.
Bain Capital here is a 10% institutional owner (via related funds/GPs), not an individual executive; the filing reflects institutional portfolio activity rather than officer/director trading.

Form 4

Period: 2026-04-20

10% Owner

Transactions

Conversion
Common Stock
[F1][F3][F4]
2026-04-20+16,875,000→ 16,875,000 total(indirect: See footnotes)
Conversion
Common Stock
[F2][F3][F4]
2026-04-20+4,145,768→ 21,020,768 total(indirect: See footnotes)
Purchase
Common Stock
[F3][F4]
2026-04-20$16.00/sh+1,562,500$25,000,000→ 22,583,268 total(indirect: See footnotes)
Conversion
Series A-1 Preferred Stock
[F1][F3][F4]
2026-04-20−16,875,000→ 0 total(indirect: See footnotes)
→ Common Stock (16,875,000 underlying)
Conversion
Series B Preferred Stock
[F2][F3][F4]
2026-04-20−4,145,768→ 0 total(indirect: See footnotes)
→ Common Stock (4,145,768 underlying)

Footnotes (4)

[F1]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.
[F2]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.
[F3]Represents securities held directly by BCLS Fund IV Investments, LP ("BCLS Fund IV Investments").
[F4]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.

Signature

See signatures included in Exhibit 99.1|2026-04-20

2 files