Carlyle Group (MDLN) logs major internal transfer of Medline shares and units

Rhea-AI Filing Summary

Carlyle-affiliated entities reported large internal transfers of Medline Inc. (MDLN) equity interests. On January 16, 2026, they recorded a Form 4 transaction coded "J", which indicates a non-market, non-open market event. The filing shows 111,994,953 shares of Class A Common Stock, 55,557,381 shares of Class B Common Stock, and 55,557,381 Common Units of Medline Holdings, L.P. involved in transfers to affiliated entities for no consideration under a lock-up agreement.

After these transfers, Carlyle-related entities are shown as beneficially owning 144,375,681 shares of Class A Common Stock and 70,927,355 shares each of Class B Common Stock and Common Units. Class B shares carry one vote per share but no economic value and are paired one-for-one with Common Units, which may be exchanged into Class A shares under an exchange agreement dated December 16, 2025, with no stated expiry.

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 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)
01/16/2026

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	01/16/2026		J		111,994,953(1)	D	(1)	144,375,681(2)	I	See footnotes(3)(4)(5)(6)
Class B Common Stock(7)	01/16/2026		J		55,557,381(1)	D	(1)	70,927,355(2)	I	See footnotes(3)(4)(5)(6)

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	(8)	01/16/2026		J			55,557,381(1)	(8)	(8)	Class A Common Stock	55,557,381	(1)	70,927,355(2)	I	See footnotes(3)(4)(5)(6)

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 transfers to affiliated entities for no consideration: (i) 17,636,833 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,440,275 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 6,615,133 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (iv) 26,655,381 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (v) 58,369,466 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (vi) 268,411 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P. and (vii) 9,454 shares of Class A Common Stock and 55,557,381 Common Units and corresponding shares of Class B Common Stock held by CP Circle Holdings, L.P. Pursuant to the terms of a lock-up agreement, the affiliated entities are bound to certain restrictions on the shares transferred, as set forth therein.

2. Includes securities acquired by affiliated entities in transactions exempt from reporting pursuant to Rule 16a-13.

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. and CP Circle Holdings, L.P. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is 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 in this Form 4, includes (i) 31,539,608 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iii) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (iv) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (v) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vi) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (vii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (viii) 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) (ix) 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 Holdings, L.P. and (x) 9,454 shares of Class A Common Stock and 55,557,381 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.

7. 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.

8. 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 TC Group VIII Lux GP, S.a r.l., 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-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., CP Circle ML-2 Holdco, L.P., CP Circle ML-1 Holdco GP, LLC, CP Circle ML-1 Holdco, L.P., Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P.

	The Carlyle Group Inc., By: /s/ Anne Frederick, Corporate Secretary	01/21/2026
	Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Managing Director	01/21/2026
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Managing Director	01/21/2026
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, Managing Director	01/21/2026
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group, L.L.C., By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group VII S1, L.L.C., By: TC Group Sub L.P., its managing member, By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group VII S1, L.P., By: TC Group VII S1, L.L.C., its general partner, By: TC Group Sub L.P., its managing member, By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Carlyle report for Medline Inc. (MDLN)?

The filing reports a transaction coded "J" on January 16, 2026 involving internal transfers among Carlyle-affiliated entities of Medline equity interests, rather than an open market buy or sell.

How many Medline Class A shares are involved in Carlyle's Form 4?

The transaction involves 111,994,953 shares of Medline Class A Common Stock, with affiliated entities shown as beneficially owning 144,375,681 Class A shares after the transfers.

What Medline Class B and partnership interests are disclosed in this Form 4?

The filing shows 55,557,381 shares of Class B Common Stock and 55,557,381 Common Units of Medline Holdings, L.P. in the reported transfers, with 70,927,355 of each beneficially owned afterward.

Were the Medline equity transfers by Carlyle made for cash consideration?

No. A footnote states the reported movements reflect transfers to affiliated entities for no consideration, subject to restrictions under a lock-up agreement.

What is the role of Medline Class B Common Stock in this structure?

Class B shares have no economic value and provide one vote per share. One Class B share is issued for each Common Unit, and the Class B shares are automatically cancelled when the related Common Units are exchanged for Class A shares.

Can Medline Common Units held by Carlyle-affiliated entities be exchanged for Class A shares?

Yes. Under an exchange agreement dated December 16, 2025, holders may exchange their Common Units for Class A Common Stock on a one-for-one basis, subject to customary adjustment provisions, and these exchange rights do not expire.