SCHEDULE: Bain Capital Funds Increase C4 Therapeutics Stake to 7.4%

Bain Capital Life Sciences entities disclose a collective 7.4% beneficial ownership in C4 Therapeutics, including common stock and warrants.

Summary

• Bain Capital Life Sciences Fund II, L.P., BCIP Life Sciences Associates, LP, and BCLS II Equity Opportunities, LP (collectively, 'Reporting Persons') have filed a Schedule 13G.
• The Reporting Persons collectively beneficially own 7,171,910 shares of C4 Therapeutics, Inc. Common Stock.
• This aggregate ownership represents approximately 7.4% of the outstanding Common Stock of C4 Therapeutics.
• BCLS Fund II holds 991,188 shares (1.07% of class), BCIPLS holds 120,722 shares (0.13% of class), and BCLS II Equity holds 6,060,000 shares (6.25% of class).
• The 6,060,000 shares held by BCLS II Equity include 2,020,000 shares of Common Stock and warrants to purchase an additional 4,040,000 shares.
• The calculation of beneficial ownership is based on 92,902,083 shares outstanding as of October 16, 2025, plus the 4,040,000 shares issuable upon warrant exercise.
• BCLS II Equity is restricted from exercising warrants if it would result in the Reporting Persons beneficially owning more than 9.99% of the total outstanding Common Stock.
• The filing indicates a passive investment, with the Reporting Persons certifying that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 7

Explanation: The filing indicates a significant passive investment by Bain Capital Life Sciences entities, signaling confidence in C4 Therapeutics, which is generally a positive indicator for the company.

Positives

• Increased institutional ownership by a prominent life sciences investor, Bain Capital, signals confidence in C4 Therapeutics' prospects.
• The substantial stake by Bain Capital may attract further investor interest and potentially stabilize the company's stock.

Risks

• The warrant exercise limitation to stay below 9.99% could restrict Bain Capital's ability to increase its stake significantly without triggering a more detailed Schedule 13D filing, potentially limiting future upside from a larger activist position.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from C4 Therapeutics. It primarily details the beneficial ownership of Bain Capital Life Sciences entities, indicating a passive investment strategy without intent to influence control.

Management Comments

• The Reporting Persons certify that, to the best of their knowledge and belief, the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

Bain Capital Life Sciences is a prominent investor in the biotechnology and pharmaceutical sectors. Their significant investment in C4 Therapeutics, a company focused on targeted protein degradation, suggests a positive outlook on the company's therapeutic pipeline and the broader innovation within the life sciences industry.

Comparison to Industry Standards

• A 7.4% stake by a single institutional group like Bain Capital is a substantial position, often seen as a vote of confidence in a biotech company's long-term potential, aligning with typical institutional investment patterns in the sector.
• The filing of a Schedule 13G, rather than a Schedule 13D, indicates a passive investment intent, which is standard for many large institutional investors who do not seek to exert control over the company's management or strategic direction.

Stakeholder Impact

• Shareholders: Increased institutional ownership may enhance investor confidence and potentially contribute to stock stability.
• Company Management: The passive nature of the investment (13G filing) suggests no immediate intent from Bain Capital to influence control, allowing current management to continue their strategic direction.

Next Steps

• Bain Capital Life Sciences entities will continue to hold their investment in C4 Therapeutics as passive investors, subject to the 9.99% beneficial ownership limitation on warrant exercise.

Key Dates

Recommendation

The filing indicates a substantial passive investment by Bain Capital Life Sciences, a reputable institutional investor, in C4 Therapeutics. This suggests a vote of confidence in the company's long-term prospects. While not a direct catalyst for immediate price movement, it provides a positive signal for existing shareholders to hold their positions, as it validates the company's investment thesis from a sophisticated investor's perspective. The passive nature of the investment (Schedule 13G) means Bain Capital is not seeking to influence control, which can be reassuring for current management and governance.

Keywords

C4 Therapeutics, Bain Capital, Schedule 13G, Beneficial Ownership, Common Stock, Life Sciences, Institutional Investment, Warrants, Passive Investment