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BCLS Fund IV Investments, L.P., an affiliate of Bain Capital Life Sciences, filed a Schedule 13D reporting a significant stake in Kailera Therapeutics, Inc.. The fund beneficially owns 22,583,268 shares of common stock, representing about 17.4% of the outstanding shares.
The position comes from preferred stock converting one-for-one into common stock at Kailera’s initial public offering and the purchase of 1,562,500 shares at $16.00 per share for $25,000,000. BCLS indicates investment purposes, plans to work actively with management and the board, and holds registration and lock-up rights under an Investor Rights Agreement and a 180-day Lock-Up Agreement.
BCPE Perseus Investor, LP filed a Schedule 13D disclosing beneficial ownership of 26,255,581 shares of Kailera Therapeutics common stock, representing about 20.3% of the company. The stake comes from the conversion of 17,857,143 Series B preferred shares at IPO and an additional 8,398,438 shares bought from underwriters at $16.00 per share for $134,375,008, funded with its own capital.
The filing notes that Bain Capital-affiliated entities control the reporting person and that Bain partner Andrew Kaplan sits on Kailera’s board. BCPE Perseus describes its position as an investment and indicates it may increase or decrease its holdings over time. An Investor Rights Agreement grants demand, piggyback and Form S-3 registration rights, and a 180-day lock-up limits sales after the IPO prospectus date.
RTW Investments-managed funds, as ten percent owners of Kailera Therapeutics, reported increasing their indirect position in the company. On April 20, 2026, affiliated funds bought 500,000 shares of Common Stock in open-market transactions at $16.00 per share.
On the same date, all held Series A and Series B Preferred Stock automatically converted into Common Stock on a 1-for-1 basis for no additional consideration immediately before the closing of the initial public offering, adding 10,276,820 shares. After these conversions and purchases, the affiliated funds indirectly held 10,776,820 shares of Common Stock. The filing notes that RTW and Roderick Wong disclaim beneficial ownership except to the extent of their pecuniary interest.
Hengrui (USA) Ltd., a wholly owned subsidiary of Jiangsu Hengrui Pharmaceuticals Co., Ltd., converted its Series A-2 preferred holdings in Kailera Therapeutics into common stock. On the conversion date, 2,034,133 and 9,477,719 shares of common stock were received from Series A-2 convertible non-voting and Series A-2 convertible preferred stock, respectively, at a stated price of $0.0000 per share. The preferred shares automatically converted into common immediately before Kailera’s initial public offering, leaving no remaining Series A-2 preferred outstanding and establishing a large direct common-stock position, plus 1 share held indirectly by Hengrui (USA) Ltd.
Bain Capital–affiliated entities significantly increased their stake in Kailera Therapeutics, Inc. through BCPE Perseus Investor, LP. On April 20, 2026, BCPE Perseus reported an open-market purchase of 8,398,438 shares of Kailera common stock at $16.00 per share, bringing one reported indirect holding line to 26,255,581 shares.
On the same date, each share of Kailera’s Series B Preferred Stock automatically converted into common stock on a 1:1 basis upon the closing of Kailera’s initial public offering, resulting in 17,857,143 newly issued common shares and reducing the reported Series B Preferred Stock position to zero. All securities are held directly by BCPE Perseus, while Bain Capital Investors, LLC and related Bain Capital funds may be deemed to share voting and dispositive power but disclaim beneficial ownership except for their pecuniary interests.
Kailera Therapeutics director and 10% owner Adam Koppel, through an affiliated fund, reported a large net share increase. On April 20, 2026, an entity associated with him made an open-market purchase of 1,562,500 shares of Common Stock at $16.00 per share, bringing its reported Common Stock holdings to 22,583,268 shares held indirectly.
The filing also shows automatic conversions of 16,875,000 shares of Series A-1 Preferred Stock and 4,145,768 shares of Series B Preferred Stock into Common Stock on a 1:1 basis upon the closing of Kailera’s initial public offering, eliminating those preferred positions. Separately, on April 16, 2026, Dr. Koppel received a grant of stock options for 38,300 shares at an exercise price of $16.00, vesting fully on April 16, 2027.
Kailera Therapeutics, Inc. reported that investment entities affiliated with Bain Capital Life Sciences increased their indirect stake. BCLS Fund IV Investments, L.P. bought 1,562,500 shares of common stock in an open-market purchase at $16.00 per share.
On the same date, BCLS Fund IV Investments, L.P. also acquired additional common stock through automatic 1:1 conversions of Series A-1 and Series B Preferred Stock upon the closing of Kailera’s initial public offering. After these transactions, BCLS Fund IV Investments, L.P. indirectly held 22,583,268 shares of Kailera common stock.
BCPE Perseus Investor, LP, an entity associated with Kailera Therapeutics, Inc. director and 10% owner Andrew T. Kaplan, bought 8,398,438 shares of Kailera Therapeutics common stock at $16.00 per share on April 20, 2026 in an open-market transaction reported as indirect ownership.
On the same date, 17,857,143 shares of Series B Preferred Stock held by BCPE Perseus automatically converted into an equal number of common shares on a 1:1 basis upon the closing of Kailera’s initial public offering. Following these transactions, BCPE Perseus is reported as indirectly holding 26,255,581 common shares, while Kaplan also received a direct grant of stock options for 38,300 shares at a $16.00 exercise price that vest on April 16, 2027. Kaplan disclaims beneficial ownership of BCPE Perseus’ holdings except to the extent of his pecuniary interest.
Kailera Therapeutics Chief People Officer Paula Cloghessy reported two grants of stock options, each covering 60,000 shares of common stock at an exercise price of $16.00 per share, expiring on April 16, 2036.
One option grant vests 25% of the shares on April 16, 2027, then in 36 substantially equal monthly installments, contingent on continued service. The second grant vests, if at all, only if the stock reaches $40 per share during a 30-day average or in a qualifying change in control between October 16, 2026 and April 16, 2030, also requiring continued service.
Kailera Therapeutics, Inc. reported that Chief Legal Officer Scott Akamine received two grants of stock options, each covering 60,000 shares of common stock at an exercise price of $16.00 per share, as compensation awards.
One 60,000-share option vests over time, with 25% vesting on April 16, 2027 and the remainder in 36 monthly installments, subject to continued service. The second 60,000-share option vests only if the company’s stock reaches at least $40 per share during a defined performance period or in a qualifying change in control, also requiring continued service.