Carlyle Group (CG) discloses large Medline (MDLN) stake and unit exchange terms

Rhea-AI Filing Summary

The Carlyle Group Inc. reports its beneficial ownership in Medline Inc. (MDLN) as a director and more than 10% owner. Through affiliated investment vehicles, it indirectly holds 158,245,640 shares of Medline Class A common stock and 77,742,972 shares of Class B common stock.

The filing explains that each share of Medline Class B common stock has one vote but no economic value, and is paired with one common unit of Medline Holdings, LP. Under a December 16, 2025 exchange agreement, holders may exchange these 77,742,972 common units for an equal number of Medline Class A shares on a one-for-one basis, with exchange rights that do not expire. When units are exchanged, the same number of Class B shares are automatically cancelled.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, LLC, TC Group Sub L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Common Units of Medline Holdings, LP	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Common Units of Medline Holdings, LP — 77,742,972 shares (Indirect, See footnotes); Class A Common Stock — 158,245,640 shares (Indirect, See footnotes); Class B Common Stock — 77,742,972 shares (Indirect, See footnotes)

Footnotes (1)

1. Reflects (i) 53,901,144 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,674,728 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 63,977,403 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (iv) 294,199 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 7,250,692 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 29,216,339 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (vii) 919,066 shares of Class A Common Stock held by CPEP Circle Holdings L.P. and (viii) 12,069 shares of Class A Common Stock and 77,742,972 Common Units and shares of Class B Common Stock held by CP Circle Holdings, L.P. The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of each of Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P. and CP Circle Holdings, L.P. and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole member of TC Group VIII, L.L.C., which is the general partner of TC Group VIII, L.P., which is the Delaware general partner of CP VIII Circle AIF Holdings, S.C.Sp. and the general partner of CP VIII Circle Holdings, L.P. TC Group Sub L.P. is also the general partner of TC Group VII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VIII Circle AIF Holdings, S.C.Sp., and the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P. Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2025

3. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	158,245,640	I	See footnotes(1)(2)(3)
Class B Common Stock	77,742,972(4)	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Medline Holdings, LP	(5)	(5)	Class A Common Stock	77,742,972	(5)	I	See footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Sub L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carlyle Holdings I L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CG Subsidiary Holdings L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TC Group Sub L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects (i) 53,901,144 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,674,728 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 63,977,403 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (iv) 294,199 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 7,250,692 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 29,216,339 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (vii) 919,066 shares of Class A Common Stock held by CPEP Circle Holdings L.P. and (viii) 12,069 shares of Class A Common Stock and 77,742,972 Common Units and shares of Class B Common Stock held by CP Circle Holdings, L.P.

2. The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of each of Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P. and CP Circle Holdings, L.P. and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp.

3. CG Subsidiary Holdings L.L.C. is also the sole member of TC Group VIII, L.L.C., which is the general partner of TC Group VIII, L.P., which is the Delaware general partner of CP VIII Circle AIF Holdings, S.C.Sp. and the general partner of CP VIII Circle Holdings, L.P. TC Group Sub L.P. is also the general partner of TC Group VII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VIII Circle AIF Holdings, S.C.Sp., and the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.

4. Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.

5. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.

Remarks:

Due to the limitations of the electronic filing system, TC Group VII S1, L.L.C., TC Group VII S1, L.P., TC Group VIII, L.L.C., TC Group VIII, L.P., TC Group VII Lux GP, S.a r.l., TC Group VIII Lux GP, S.a r.l., CPEP GP, LLC, Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle AIF Holdings, S.C.Sp., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P., CP VIII Circle AIF Holdings, S.C.Sp., CP VIII Circle Holdings, L.P., CPEP Circle Holdings L.P. and CP Circle Holdings, L.P. are filing a separate Form 3.

	The Carlyle Group Inc., By: /s/ Anne Frederick, Corporate Secretary	12/17/2025
	Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Managing Director	12/17/2025
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Managing Director	12/17/2025
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, Managing Director	12/17/2025
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Managing Director	12/17/2025
	TC Group, L.L.C., By: /s/ Anne Frederick, Managing Director	12/17/2025
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What Medline (MDLN) shares does The Carlyle Group (CG) report owning?

The Carlyle Group reports indirect beneficial ownership of 158,245,640 shares of Medline Class A common stock and 77,742,972 shares of Medline Class B common stock through multiple affiliated investment entities.

How is The Carlyle Group related to Medline Inc. (MDLN)?

The Carlyle Group is identified as both a director and a more than 10% owner of Medline Inc., reflecting a significant governance and ownership role.

What is special about Medline Class B common stock held by Carlyle-affiliated entities?

Medline Class B common stock has no economic value and provides one vote per share. One Class B share is issued for each common unit of Medline Holdings, LP held, and matching Class B shares are cancelled when those units are exchanged for Class A shares.

What derivative position in Medline does The Carlyle Group disclose?

The Carlyle Group discloses 77,742,972 common units of Medline Holdings, LP as a derivative position. Each unit is exchangeable into one share of Medline Class A common stock under an exchange agreement.

Can Medline common units held by Carlyle be exchanged for Class A shares, and on what terms?

Yes. Under an exchange agreement dated December 16, 2025, holders may exchange their Common Units of Medline Holdings, LP for Medline Class A common stock on a one-for-one basis, subject to customary adjustments. The exchange rights do not expire.

Which Carlyle-affiliated vehicles hold Medline Class A common stock?

Entities including Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle AIF Holdings, S.C.Sp., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P., CP VIII Circle AIF Holdings, S.C.Sp., CP VIII Circle Holdings, L.P., CPEP Circle Holdings L.P. and CP Circle Holdings, L.P. collectively hold the reported Medline Class A shares.