Carlyle-linked holders swap Medline (MDLN) units for Class A stock
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
9,297,883 shares exercised/converted
Mixed
6 txns
Insider
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, LLC, TC Group Sub L.P., TC Group VII S1, L.L.C., TC Group VII S1, L.P.
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units of Medline Holdings, LP | 1,212,767 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,212,767 | $0.00 | -- |
| Other | Class B Common Stock | 1,212,767 | $0.00 | -- |
| Conversion | Common Units of Medline Holdings, LP | 8,085,116 | $0.00 | -- |
| Conversion | Class A Common Stock | 8,085,116 | $0.00 | -- |
| Other | Class B Common Stock | 8,085,116 | $0.00 | -- |
Holdings After Transaction:
Common Units of Medline Holdings, LP — 61,629,472 shares (Indirect, See footnotes);
Class A Common Stock — 153,673,564 shares (Indirect, See footnotes);
Class B Common Stock — 61,629,472 shares (Indirect, See footnotes)
Footnotes (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. 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. 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. 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. 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) (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. 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. 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. 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. 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) (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.
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.
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.