| Item 1. | |
| (a) | Name of issuer:
Canada Goose Holdings Inc. |
| (b) | Address of issuer's principal executive offices:
100 Queen's Quay East, 22nd Floor, Toronto, Ontario, Canada. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Bain Capital Integral Investors 2008, L.P., a Cayman Islands exempted limited partnership ("Integral 2008"), and BCPE Fund X Goose Holdings, L.P., a Delaware limited partnership ("BCPE Fund X Holdings" and, together with Integral 2008, the Reporting Persons").
Bain Capital Investors, LLC, a Delaware limited liability company ("BCI"), is the general partner of each of Integral 2008 and Bain Capital Partners X, L.P., a Cayman Islands exempted limited partnership ("Partners X"). Partners X is the general partner of Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership ("Fund X"), which is the sole member of BCPE Fund X Goose Holding GP, LLC, a Delaware limited liability company ("BCPE Fund X Holdings GP" and, together with the Reporting Persons, BCI, Partners X and Fund X, the "Bain Capital Entities"), which is the general partner of BCPE Fund X Holdings.
As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons. Voting and investment decisions with respect to the securities held by the Reporting Persons are made by the partners of BCI.
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 Entities is 200 Clarendon Street, Boston, Massachusetts 02116. |
| (c) | Citizenship:
See Item 2(a) hereof. |
| (d) | Title of class of securities:
Subordinate Voting Shares |
| (e) | CUSIP No.:
135086106 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on December 31, 2025, Integral 2008 held 30,873,742 Multiple Voting Shares and BCPE Fund X Holdings held zero Multiple Voting Shares.
The rights of the holders of the Multiple Voting Shares and Subordinate Voting Shares are substantially identical, except with respect to voting and conversion. The Subordinate Voting Shares have one vote per share and the Multiple Voting Shares have 10 votes per share. The Subordinate Voting Shares are not convertible into any other class of shares, while the Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-one basis at the option of the holder and under certain other circumstances.
Accordingly, the 30,873,742 Multiple Voting Shares held by Integral 2008 represent approximately 55.5% of the Issuer's total voting power, and are convertible, at the option of Integral 2008, into 30,873,742 Subordinate Voting Shares, or approximately 40.1% of the Issuer's outstanding Subordinate Voting Shares.
The percentage of the Issuer's outstanding Subordinate Voting Shares and total voting power held by the Reporting Persons are based on 46,124,373 Subordinate Voting Shares and 51,004,076 Multiple Voting Shares outstanding, as reported in the Issuer's Form 6-K filed with the Securities and Exchange Commission on February 5, 2026.
Integral 2008 is party to an Investor Rights Agreement, dated as of March 6, 2017, with DTR LLC, an entity directly controlled by the Issuer's President and Chief Executive Officer. The Investor Rights Agreement requires that Integral 2008 and DTR LLC cast all votes to which they are entitled to elect directors designated in accordance with the terms and conditions of the Investor Rights Agreement. As a result, Integral 2008 and DTR LLC may be deemed to be a group for purposes of Section 13(d) of the Act. Integral 2008 disclaims beneficial ownership of the securities held by DTR LLC. |
| (b) | Percent of class:
See Item 4(a) hereof. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
See Item 4(a) hereof
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a) hereof
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4(a) hereof. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)