Carlyle group entities disclose large Medline (MDLN) equity and unit holdings

Rhea-AI Filing Summary

Medline Inc. insider filing shows large Carlyle-affiliated ownership stakes. A group of Carlyle-related entities reports indirect beneficial ownership of 111,994,953 shares of Medline’s Class A common stock and 55,557,381 shares of Class B common stock as of the event date. They also hold 55,557,381 Common Units of Medline Holdings, LP, each paired with a corresponding share of Class B stock.

Class B shares carry one vote per share but have no economic value. Under an exchange agreement dated December 16, 2025, holders can exchange their Common Units for Class A common stock on a one-for-one basis, with customary adjustments for stock splits and dividends, and the related Class B shares are automatically cancelled on exchange. The filing reflects indirect holdings through a series of CP Circle ML Holdco limited partnerships managed within the Carlyle structure.

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
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1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, E9 KY1-9008

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2026

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	111,994,953	I	See footnotes(1)(2)
Class B Common Stock(3)	55,557,381	I	See footnotes(1)(2)

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	(4)	(4)	Class A Common Stock	55,557,381	(4)	I	See footnotes(1)(2)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, E9 KY1-9008

(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 II GP 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 II 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 Cayman Investment Holdings Sub L.P.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE,

(Street)

GEORGE TOWN, E9 KY1-9008

(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 VII, 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 VII, 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) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (ii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (iii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (iv) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P. and (vii) 9,454 shares of Class A Common Stock and 55,557,381 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.

2. The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by TC Group VII, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the managing member of CP Circle ML Holdco GP, LLC, which is the general partner of each of CP Circle ML-7 Holdco, L.P., CP Circle ML-6 Holdco, L.P., CP Circle ML-5 Holdco, L.P., CP Circle ML-4 Holdco, L.P., CP Circle ML-3 Holdco, L.P. and CP Circle ML-2 Holdco, L.P. TC Group VII, L.P. is also the managing member of CP Circle ML-1 Holdco GP, LLC, which is the general partner of CP Circle ML-1 Holdco, L.P.

3. 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.

4. 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, CP Circle ML Holdco GP, LLC, CP Circle ML-1 Holdco GP, LLC, CP Circle ML-1 Holdco, L.P., CP Circle ML-2 Holdco, L.P., CP Circle ML-3 Holdco, L.P., CP Circle ML-4 Holdco, L.P., CP Circle ML-5 Holdco, L.P., CP Circle ML-6 Holdco, L.P. and CP Circle ML-7 Holdco, L.P. are filing a separate Form 3. In future Section 16 filings, the Reporting Persons will also file jointly with The 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, L.L.C., TC Group Sub L.P., TC Group VII S1, L.L.C., TC Group VII S1, L.P., TC Group VIII Lux GP, S.a r.l., CPEP GP, LLC, CPEP Circle Holdings L.P., Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P.

	TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Corporate Secretary	01/21/2026
	Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P., its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group VII, L.L.C., By: TC Group Cayman Investment Holdings Sub L.P., its sole member, By: TC Group Cayman Investment Holdings, L.P., its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group VII, L.P., By: TC Group VII, L.L.C., its general partner, TC Group Cayman Investment Holdings Sub L.P., its GP, TC Group Cayman Investment Holdings, L.P., it GP, CG Subsidiary Holdings L.L.C., its GP, By: /s/ Anne Frederick, Managing Director	01/21/2026
	** Signature of Reporting Person	Date
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FAQ

What does the Medline Inc. (MDLN) Form 3 filing report?

The filing reports that a group of Carlyle-affiliated entities indirectly beneficially owns 111,994,953 shares of Medline Class A common stock, 55,557,381 shares of Class B common stock, and 55,557,381 Common Units of Medline Holdings, LP as of the reported event date.

Who are the reporting persons in the Medline (MDLN) insider ownership filing?

The reporting persons are TC Group Cayman Investment Holdings, L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., TC Group Cayman Investment Holdings Sub L.P., TC Group VII, L.L.C. and TC Group VII, L.P., all reporting as 10% owners of Medline Inc.

How are the Medline (MDLN) shares held by the Carlyle entities structured?

According to the footnotes, the Class A and Class B shares and Common Units are held through several limited partnerships, including CP Circle ML-1 through ML-7 Holdco, L.P., with general partners and managing members ultimately controlled within the Carlyle group structure.

What is the role of Medline Class B common stock reported in this filing?

The filing states that Medline’s Class B common stock has no economic value and carries one vote per share. One share of Class B stock is issued for each Common Unit of Medline Holdings, LP held, and the corresponding Class B shares are automatically cancelled when those Common Units are exchanged for Class A common stock.

Can the reported Medline Holdings LP Common Units be converted into Class A shares?

Yes. Under an exchange agreement dated December 16, 2025, holders may exchange their Common Units for Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, and these exchange rights do not expire.

Does the Medline (MDLN) Form 3 indicate any insider buying or selling activity?

No transaction codes are shown; the disclosure reflects beneficial holdings of Class A and Class B shares and Common Units by the reporting Carlyle-related entities, rather than new purchases or sales.