Carlyle-linked holders swap Medline (MDLN) units for Class A stock

Rhea-AI Filing Summary

Medline Inc. reported that investment entities affiliated with The Carlyle Group Inc. exchanged Common Units of Medline Holdings, LP for shares of Medline Class A common stock on March 4, 2026 and March 5, 2026. Each Common Unit converted into one Class A share at a stated price of $0.0000 per share.

On March 4, 2026, 8,085,116 Common Units were converted into 8,085,116 Class A shares, and on March 5, 2026, 1,212,767 Common Units were converted into 1,212,767 Class A shares. An equivalent number of Class B common shares, which have no economic value and one vote per share, were cancelled in connection with these exchanges.

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

OMB APPROVAL

OMB Number:			3235-0287
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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 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. 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)
03/04/2026

4. 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 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	03/04/2026		C		8,085,116(1)	A	(2)	152,460,797	I	See footnotes(3)(4)(5)(6)
Class B Common Stock(7)	03/04/2026		J		8,085,116(8)	D	(8)	62,842,239	I	See footnotes(3)(4)(5)(6)
Class A Common Stock	03/05/2026		C		1,212,767(9)	A	(2)	153,673,564	I	See footnotes(3)(4)(10)(11)
Class B Common Stock(7)	03/05/2026		J		1,212,767(8)	D	(8)	61,629,472	I	See footnotes(3)(4)(10)(11)

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
Common Units of Medline Holdings, LP	(2)	03/04/2026		C			8,085,116(1)	(2)	(2)	Class A Common Stock	8,085,116	$0	62,842,239	I	See footnotes(3)(4)(5)(6)
Common Units of Medline Holdings, LP	(2)	03/05/2026		C			1,212,767(9)	(2)	(2)	Class A Common Stock	1,212,767	$0	61,629,472	I	See footnotes(3)(4)(10)(11)

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)

1. Name and Address of Reporting Person^*

TC Group VII S1, 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 S1, 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 the following exchange of common units of Medline Holdings, LP ("Common Units") to an equivalent number of shares of the Issuer's Class A common stock ("Class A Common Stock") on March 4, 2026: (i) 1,752,046 Common Units to Class A Common Stock held by CP Circle UNLV Holdco, L.P. and (ii) 6,333,070 Common Units to Class A Common Stock held by CP Circle ML-1 Holdco, L.P.

2. 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.

3. 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 managed by TC Group VII S1, L.P. and CPEP GP, LLC, 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. CG Subsidiary Holdings L.L.C. is also the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.

4. The Carlyle Group Inc. is also 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.

5. Following the transactions reported on March 4, 2026, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (continued in footnote 6)

6. (continued from footnote 5) (x) 1,754,661 shares of Class A Common Stock and 13,617,928 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and (xi) 6,342,524 shares of Class A Common Stock and 49,224,311 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.

7. 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 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.

8. Represents a cancellation of shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and CP Circle ML-1 Holdco, L.P. as a result of an exchange of an equivalent number of Common Units to shares of Class A Common Stock.

9. Reflects the following exchange of Common Units to an equivalent number of shares of Class A Common Stock on March 5, 2026: (i) 262,807 Common Units to Class A Common Stock held by CP Circle UNLV Holdco, L.P. and (ii) 949,960 Common Units to Class A Common Stock held by CP Circle ML-1 Holdco, L.P.

10. Following the transactions reported on March 5, 2026, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (continued in footnote 11)

11. (continued from footnote 10) (x) 2,017,468 shares of Class A Common Stock and 13,355,121 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and (xi) 7,292,484 shares of Class A Common Stock and 48,274,351 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.

Remarks:

Due to the limitations of the electronic filing system, Carlyle Mozart Coinvestment Holdings, 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-1 Holdco GP, LLC, CP Circle ML-1 Holdco, L.P., CP Circle ML Holdco GP, LLC, 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 4.

	The Carlyle Group Inc., By: /s/ Anne K. Frederick, Corporate Secretary	03/06/2026
	Carlyle Holdings I GP Inc., By: /s/ Anne K. Frederick, Managing Director	03/06/2026
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne K. Frederick, Managing Director	03/06/2026
	Carlyle Holdings I L.P., By: /s/ Anne K. Frederick, Managing Director	03/06/2026
	CG Subsidiary Holdings L.L.C., By: /s/ Anne K. Frederick, Managing Director	03/06/2026
	TC Group, L.L.C., By: /s/ Anne K. Frederick, Managing Director	03/06/2026
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne K. Frederick, Managing Director	03/06/2026
	TC Group VII S1, L.L.C., By: /s/ Jeremy Anderson, Vice President	03/06/2026
	TC Group VII S1, L.P., By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy Anderson, Vice President	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Medline (MDLN) report on March 4, 2026?

On March 4, 2026, entities affiliated with The Carlyle Group Inc. converted 8,085,116 Common Units of Medline Holdings, LP into 8,085,116 shares of Medline Class A common stock at a stated price of $0.0000 per share, with related Class B shares cancelled.

What insider transactions did Medline (MDLN) report on March 5, 2026?

On March 5, 2026, Carlyle‑affiliated holders exchanged 1,212,767 Common Units of Medline Holdings, LP for 1,212,767 shares of Medline Class A common stock at $0.0000 per share. An equal number of associated Class B common shares were cancelled in connection with this exchange.

How are Medline (MDLN) Common Units exchanged for Class A common stock?

Under an exchange agreement dated December 16, 2025, holders may exchange Common Units of Medline Holdings, LP for Medline 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.

What happens to Medline (MDLN) Class B common stock when Common Units are exchanged?

For each Common Unit held, one share of Medline Class B common stock is issued. Class B shares have no economic value and one vote per share. When Common Units are exchanged for Class A shares, an equivalent number of Class B shares is automatically cancelled.

Which Carlyle-related entities hold Medline (MDLN) Class A shares after March 5, 2026?

After the March 5, 2026 transactions, Class A shares are held across multiple Carlyle‑related funds, including Carlyle Mozart Coinvestment Holdings, L.P., Carlyle Mozart Coinvestment UNLV Holdco, L.P., CPEP Circle Holdings L.P., and several CP Circle ML and CP Circle UNLV entities, each with disclosed share amounts.

Does The Carlyle Group Inc. have an indirect interest in Medline (MDLN)?

Yes. Footnotes describe a chain of ownership in which The Carlyle Group Inc. is the ultimate parent of several general partners and managing members. Through this structure, it has indirect interests in entities that hold Medline Class A shares, Common Units, and related Class B shares.