Carlyle Mozart moves 15.4M Medline (MDLN) shares to affiliate under lock-up

Rhea-AI Filing Summary

Carlyle Mozart Coinvestment Holdings, L.P., a 10% owner of Medline Inc. (Class A Common Stock), reported an internal share transfer. On February 11, 2026, it transferred 15,414,514 Class A shares to an affiliated entity for no consideration, described as part of a lock-up arrangement.

After this transaction, Carlyle Mozart Coinvestment Holdings, L.P. directly beneficially owned 16,125,094 Class A shares. The affiliated entity receiving the shares is subject to transfer restrictions under a lock-up agreement. Future Section 16 reports are expected to be filed jointly with multiple related Carlyle entities.

Insights

Equity ownership and governance analyst

Large Carlyle transfer is internal and cashless, suggesting limited immediate impact.

The filing shows Carlyle Mozart Coinvestment Holdings, L.P., a 10% owner of Medline Inc., transferred 15,414,514 Class A shares on February 11, 2026. The footnote specifies the shares moved to an affiliated entity for no consideration, indicating an internal restructuring rather than an open-market trade.

Following the transfer, Carlyle Mozart Coinvestment Holdings, L.P. still directly beneficially owns 16,125,094 Class A shares. The affiliate receiving shares is bound by a lock-up agreement, which limits how those shares may be transferred or sold. Subsequent Section 16 filings are expected to be made jointly with a broad group of Carlyle-related entities, which may provide more consolidated visibility into ownership structures over time.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carlyle Mozart Coinvestment Holdings, 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. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/11/2026		J		15,414,514(1)	D	(1)	16,125,094	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects a transfer of shares of Class A Common Stock by Carlyle Mozart Coinvestment Holdings, L.P. to an affiliated entity for no consideration. Pursuant to the terms of a lock-up agreement, the affiliated entity is bound to certain restrictions on the shares transferred, as set forth therein.

Remarks:

In future Section 16 filings, the Reporting Person 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 UNLV Holdco, L.P., CP Circle UNLV Holdco, 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 Holdings, 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
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FAQ

What insider transaction did Carlyle Mozart Coinvestment Holdings report for MDLN?

Carlyle Mozart Coinvestment Holdings, L.P. reported transferring 15,414,514 shares of Medline Inc. Class A Common Stock on February 11, 2026. The shares were moved to an affiliated entity for no consideration as part of an internal restructuring and subject to a lock-up agreement.

Did Carlyle Mozart Coinvestment Holdings buy or sell Medline (MDLN) shares in this Form 4?

The Form 4 does not show a traditional open-market buy or sell. Instead, it reports a transfer of 15,414,514 Class A shares to an affiliated entity for no consideration, with the receiving entity subject to restrictions under a lock-up agreement.

How many Medline (MDLN) shares does Carlyle Mozart Coinvestment Holdings own after the transaction?

After the reported transaction, Carlyle Mozart Coinvestment Holdings, L.P. beneficially owns 16,125,094 Medline Inc. Class A Common Stock shares directly. This post-transaction balance reflects its remaining direct holdings following the internal transfer to an affiliated entity described in the footnote.

What does the lock-up agreement mentioned in the Medline (MDLN) Form 4 mean?

The footnote explains that the affiliated entity receiving 15,414,514 Class A shares is bound by a lock-up agreement. This means its ability to transfer or sell those Medline shares is restricted according to specified terms, limiting immediate flexibility in disposing of the transferred stock.

Who is the reporting person in this Medline (MDLN) Form 4 filing?

The reporting person is Carlyle Mozart Coinvestment Holdings, L.P., identified as a 10% owner of Medline Inc. Class A Common Stock. The filing notes that future Section 16 reports are expected to be filed jointly with various related Carlyle entities listed in the remarks section.

What is transaction code J in the Medline (MDLN) Form 4 for Carlyle Mozart?

Transaction code J in this Form 4 represents a transaction described in the footnote as a transfer of 15,414,514 Class A shares to an affiliated entity for no consideration. It is characterized as an internal movement of shares rather than a standard market purchase or sale.