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Carlyle entities report large Medline (MDLN) stake and exchange rights

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Carlyle-affiliated investment entities report a major stake in Medline Inc. Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. together indirectly hold 15,417,129 shares of Class A common stock and 15,369,974 shares of Class B common stock and related Common Units.

Class B shares provide one vote per share but no economic value and are paired one-for-one with Common Units. Under a December 16, 2025 exchange agreement, holders may exchange Common Units for Class A shares on a one-for-one basis, and the exchange rights do not expire.

Positive

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Insider Carlyle Mozart Coinvestment UNLV Holdco, L.P., CP Circle UNLV Holdco, L.P.
Role 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 — 15,369,974 shares (Indirect, See footnotes); Class A Common Stock — 15,417,129 shares (Indirect, See footnotes); Class B Common Stock — 15,369,974 shares (Indirect, See footnotes)
Footnotes (1)
  1. Reflects (i) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P. and (ii) 2,615 shares of Class A Common Stock and 15,369,974 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, 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., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, 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.
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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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hours per response: 0.5
1. Name and Address of Reporting Person*
Carlyle Mozart Coinvestment UNLV Holdco, 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)
2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2026 		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 15,417,129 I See footnotes(1)(2)
Class B Common Stock(3) 15,369,974 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 15,369,974 (4) I See footnotes(1)(2)
1. Name and Address of Reporting Person*
Carlyle Mozart Coinvestment UNLV Holdco, 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*
CP Circle UNLV Holdco, 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) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P. and (ii) 2,615 shares of Class A Common Stock and 15,369,974 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, 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., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV 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:
In future Section 16 filings, the Reporting Persons will 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., Carlyle Mozart Coinvestment Holdings, L.P., CPEP GP, LLC, CPEP Circle Holdings L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VII, L.L.C., TC Group VII, L.P., 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.
Carlyle Mozart Coinvestment UNLV Holdco, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, /s/ Jeremy Anderson, Vice President 02/13/2026
CP Circle UNLV Holdco, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, /s/ Jeremy Anderson, Vice President 02/13/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What Medline Inc. (MDLN) stake do Carlyle Mozart Coinvestment UNLV Holdco and CP Circle UNLV Holdco report on Form 3?

They report indirect beneficial ownership of 15,417,129 shares of Medline Class A common stock and 15,369,974 shares of Class B common stock tied to Common Units, reflecting a significant equity position held through Carlyle-managed partnership structures.

How are Medline Inc. (MDLN) Class B common shares described in this Form 3 filing?

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

What exchange rights do Medline Inc. (MDLN) Common Unit holders have under the described agreement?

Under a December 16, 2025 exchange agreement, holders may exchange their Medline Holdings, LP Common Units for Medline Class A common stock on a one-for-one basis. The agreement includes customary adjustments for stock splits, dividends and reclassifications, and states that these exchange rights do not expire.

Which Carlyle entities beneficially own Medline Inc. (MDLN) shares according to this Form 3?

Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. beneficially own the reported Medline securities. They sit within a multi-tier Carlyle structure ultimately linked to The Carlyle Group Inc. through various holding companies, general partners and managing member entities.

How are Medline Inc. (MDLN) Class A shares allocated between the two Carlyle reporting entities?

The filing notes 15,414,514 shares of Medline Class A common stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., and 2,615 Class A shares held by CP Circle UNLV Holdco, L.P., alongside that entity’s 15,369,974 Common Units and corresponding Class B common shares.

What is the relationship between Medline Inc. (MDLN) Common Units and Class B common stock?

Each Medline Holdings, LP Common Unit is paired with one share of Medline Class B common stock. When a holder exchanges Common Units for Class A shares, an equal number of that holder’s Class B shares are automatically cancelled, preserving voting alignment with economic ownership.