BX Mozart entities (MDLN) disclose large Medline stakes and exchangeable units

Rhea-AI Filing Summary

Medline Inc. received an initial ownership filing from Blackstone-affiliated BX Mozart entities. On January 16, 2026, Mozart Aggregator II LP contributed 125,729,322 shares of Medline Class A common stock to its wholly owned subsidiary BX Mozart ML-2 Holdco L.P., and BCP Mozart Aggregator L.P. contributed 10,185 Class A shares, 62,871,125 Class B common shares, and 62,871,125 Medline Holdings, L.P. common units to BX Mozart ML-1 Holdco L.P. The filing states that no Medline securities were purchased, sold, or otherwise transferred in these internal contributions and that the reporting persons are subject to a lock-up agreement with Blackstone Inc., its affiliates, and the underwriters. Class B common shares carry one vote per share, have no economic value, and are issued one-for-one with each common unit; when a common unit is exchanged into Class A stock under an exchange agreement dated as of December 16, 2025 on a one-for-one basis, the corresponding Class B share is automatically cancelled.

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

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1. Name and Address of Reporting Person^*

BX Mozart ML-1 Holdco L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(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	125,729,322	I	See Footnotes(1)(3)(5)(8)(9)
Class A Common Stock	10,185	I	See Footnotes(2)(4)(5)(8)(9)
Class B Common Stock	62,871,125(6)	I	See Footnotes(2)(3)(5)(8)(9)

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	(7)	(7)	Class A Common Stock	62,871,125	(7)	I	See Footnotes(2)(3)(5)(8)(9)

1. Name and Address of Reporting Person^*

BX Mozart ML-1 Holdco L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(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^*

BX Mozart ML-2 Holdco L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(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^*

BX Mozart ML-1 Holdco GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(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^*

BX Mozart ML-2 Holdco GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(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. On January 16, 2026, Mozart Aggregator II LP contributed 125,729,322 shares of Class A Common Stock (the "Class A Common Stock") of Medline Inc. ("Issuer") previously held directly by it to its wholly-owned subsidiary BX Mozart ML-2 Holdco L.P. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein. Reporting Persons have agreed to be bound in writing by the restrictions set forth in the Lock Up Agreement entered into by and among Blackstone Inc. and its affiliates and the underwriters.

2. On January 16, 2026, BCP Mozart Aggregator L.P. contributed 10,185 shares of Class A Common Stock of the Issuer, 62,871,125 shares of Class B common stock ("Class B Common Stock") of the Issuer and 62,871,125 common units of Medline Holdings, L.P. ("Common Units") previously held directly by it to its wholly-owned subsidiary BX Mozart ML-1 Holdco L.P. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein. Reporting Persons have agreed to be bound in writing by the restrictions set forth in the Lock Up Agreement entered into by and among Blackstone Inc. and its affiliates and the underwriters.

3. Reflects securities of the Issuer held directly by BX Mozart ML-2 Holdco L.P. BX Mozart ML-2 Holdco GP L.L.C. is the general partner of BX Mozart ML-2 Holdco L.P. Mozart Aggregator II L.P. is the sole limited partner of BX Mozart ML-2 Holdco L.P. and the sole member of BX Mozart ML-2 Holdco GP L.L.C. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II LP. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P.

4. Reflects securities of the Issuer held directly by BX Mozart ML-1 Holdco L.P. BX Mozart ML-1 Holdco GP L.L.C. is the general partner of BX Mozart ML-2 Holdco L.P. BCP Mozart Aggregator L.P. is the sole limited partner of BX Mozart ML-1 Holdco L.P. and the sole member of BX Mozart ML-1 Holdco GP L.L.C. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of BCP Mozart Aggregator L.P. BMA VIII L.L.C. is the managing member of BCP 8 Holdings Mozart Manager L.L.C.

5. Blackstone Holdings II L.P. is the managing member of BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

6. Shares of 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 held. Upon an exchange of Common Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.

7. 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.

8. Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by BX Mozart ML-1 Holdco L.P. and BX Mozart ML-2 Holdco L.P. directly or indirectly controlled by it or him, but each (other than BX Mozart ML-1 Holdco L.P. and BX Mozart ML-2 Holdco L.P. to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BX Mozart ML-1 Holdco L.P. and BX Mozart ML-2 Holdco L.P. to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

9. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

	BX MOZART ML-1 HOLDCO L.P. By: BX Mozart ML-1 Holdco GP L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President	01/26/2026
	BX MOZART ML-2 HOLDCO L.P. By: BX Mozart ML-2 Holdco GP L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President	01/26/2026
	BX MOZART ML-1 HOLDCO GP L.L.C. By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President	01/26/2026
	BX MOZART ML-2 HOLDCO GP L.L.C. By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does the Medline (MDLN) Form 3 filed by the BX Mozart entities report?

The Form 3 reports initial beneficial ownership positions in Medline Inc. by Blackstone-affiliated entities BX Mozart ML-1 Holdco L.P. and BX Mozart ML-2 Holdco L.P., which are listed as 10% owners of the company’s equity.

Were any Medline (MDLN) shares bought or sold in connection with this Form 3?

No. The footnotes state that on January 16, 2026, parent entities contributed their Medline equity into wholly owned BX Mozart subsidiaries and that no Medline securities were purchased, sold or otherwise transferred in connection with these contributions.

How many Medline (MDLN) shares are reported as indirectly held by the BX Mozart entities?

The filing shows indirect holdings of 125,729,322 shares of Class A common stock, an additional 10,185 Class A shares, and 62,871,125 shares of Class B common stock, along with 62,871,125 Medline Holdings, L.P. common units, all attributed through the BX Mozart holding structures.

What is the role of Medline Class B Common Stock and the common units mentioned in the Form 3?

The filing explains that Class B common stock has no economic value and carries one vote per share. One Class B share is issued for each Medline Holdings, L.P. common unit, and when a common unit is exchanged into Class A common stock, the corresponding Class B share is automatically cancelled.

What exchange rights are disclosed for the Medline Holdings, L.P. common units?

Under an exchange agreement dated as of December 16, 2025, holders may exchange their Medline Holdings, L.P. common units for Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, and reclassifications, and the filing notes that these exchange rights do not expire.

Do the reporting persons claim full beneficial ownership of Medline (MDLN) securities?

The footnotes state that each reporting person may be deemed to beneficially own securities held by BX Mozart ML-1 and BX Mozart ML-2 but, other than those entities to the extent of their direct holdings, they disclaim beneficial ownership except to the extent of any pecuniary interest.

Are the BX Mozart reporting persons subject to any restrictions on their Medline (MDLN) holdings?

Yes. The filing notes that the reporting persons have agreed in writing to be bound by restrictions in a Lock-Up Agreement entered into among Blackstone Inc., its affiliates, and the underwriters.