Large Medline (MDLN) shareholders sell Class A stock and make in-kind distribution

Rhea-AI Filing Summary

Medline Inc. large shareholders affiliated with the Mozart and Blackstone investment vehicles reported significant sales of Class A Common Stock. On March 10, 2026 they executed four open-market or private sale transactions totaling 27,852,986 shares at $40.508 per share, in connection with a secondary offering where shares were sold to underwriters at the public offering price of $41.00 per share less underwriting discounts and commissions of $0.492 per share.

The filing also reports an additional J‑code transaction for 366,337 shares at a stated price of $0.00 per share, representing in‑kind distributions of Class A Common Stock from Mozart Aggregator II LP to one of its investors and affiliated entities, which remain subject to lock‑up restrictions. All positions are held indirectly through various partnership and limited liability company structures, and each reporting person disclaims beneficial ownership of securities held by the others except to the extent of its pecuniary interest.

Insights

Equity ownership and transactions analyst

Large Medline block sale by sponsor-affiliated entities plus in-kind distribution.

The reporting entities tied to the Mozart and Blackstone structures reported open-market or private sales of 27,852,986 Medline Class A shares at $40.508 per share. Footnotes tie these sales to a secondary offering where shares were sold to underwriters at the public offering price net of underwriting discounts.

An additional 366,337-share J-code transaction reflects in-kind distributions of Class A stock from Mozart Aggregator II LP to an investor and its affiliates, with those distributees agreeing to existing lock-up restrictions as of March 10, 2026. The filing emphasizes complex indirect ownership chains and broad disclaimers of beneficial ownership among the various funds and general partners.

There is no derivative activity or option exercises in this report, and the transactions come entirely from non-derivative Class A Common Stock holdings. Actual impact on Medline’s public float and sponsor ownership concentration will depend on how these sold and distributed shares are ultimately held over time.

Insider Trade Summary

Net Seller: 27,852,986 shares ($1,128,268,757)

Net Sell 5 txns

Insider BX Mozart ML-2 Holdco L.P., BX Mozart ML-1 Holdco L.P., Mozart Aggregator II UNLV Holdco L.P., Mozart Aggregator UNLV Holdco L.P., Mozart Aggregator II LP, BX Mozart ML-2 Holdco GP L.L.C., BX Mozart ML-1 Holdco GP L.L.C., BCP Mozart Aggregator L.P., Blackstone Management Associates VIII L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Sold 27,852,986 shs ($1.13B)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	16,479,083	$40.508	$667.53M
Sale	Class A Common Stock	8,241,723	$40.508	$333.86M
Sale	Class A Common Stock	1,886,636	$40.508	$76.42M
Sale	Class A Common Stock	1,245,544	$40.508	$50.45M
Other	Class A Common Stock	366,337	$0.00	--

Holdings After Transaction: Class A Common Stock — 109,250,239 shares (Indirect, See Footnotes)

Footnotes (1)

1. In connection with the closing of the secondary offering of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), certain of the Reporting Persons sold shares of Class A Common Stock to the underwriters at a price per shares equal to the public offering price of $41.00 per shares of Class A Common Stock, less the underwriting discounts and commissions of $0.492 per share. 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 LP is the managing 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. 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-1 Holdco L.P. BCP Mozart Aggregator L.P. is the managing 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. Reflects securities of the Issuer held directly by Mozart Aggregator II UNLV Holdco L.P. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II UNLV Holdco L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Reflects securities of the Issuer held directly by Mozart Aggregator UNLV Holdco L.P. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of Mozart Aggregator UNLV Holdco L.P. BMA VIII L.L.C. is the managing member of BCP 8 Holdings Mozart Manager L.L.C. Reflects shares of Class A Common Stock of the Issuer held directly by Mozart Aggregator II LP. 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. 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. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. 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. On March 10, 2026, Mozart Aggregator II LP initiated in-kind distributions of shares of Class A Common Stock to one of its investors and certain affiliated entities of that investor. Such distributees have agreed to be bound in writing by the restrictions set forth in the Lock Up Agreement entered into by and among the Reporting Persons and the underwriters.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

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)

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)
03/10/2026

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	03/10/2026		S		16,479,083	D	$40.508(1)	109,250,239	I	See Footnotes(2)(7)(8)
Class A Common Stock	03/10/2026		S		8,241,723	D	$40.508(1)	10,185	I	See Footnotes(3)(7)(8)
Class A Common Stock	03/10/2026		S		1,886,636	D	$40.508(1)	12,507,704	I	See Footnotes(4)(7)(8)
Class A Common Stock	03/10/2026		S		1,245,544	D	$40.508(1)	1,539	I	See Footnotes(5)(7)(8)
Class A Common Stock	03/10/2026		J(9)		366,337	D	(9)	2,428,681	I	See Footnotes(6)(7)(8)

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

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 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^*

Mozart Aggregator II UNLV 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^*

Mozart Aggregator UNLV 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^*

Mozart Aggregator II LP

(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)

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^*

BCP Mozart Aggregator 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^*

Blackstone Management Associates VIII 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)

Explanation of Responses:

1. In connection with the closing of the secondary offering of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), certain of the Reporting Persons sold shares of Class A Common Stock to the underwriters at a price per shares equal to the public offering price of $41.00 per shares of Class A Common Stock, less the underwriting discounts and commissions of $0.492 per share.

2. 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 LP is the managing 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.

3. 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-1 Holdco L.P. BCP Mozart Aggregator L.P. is the managing 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.

4. Reflects securities of the Issuer held directly by Mozart Aggregator II UNLV Holdco L.P. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II UNLV Holdco L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P.

5. Reflects securities of the Issuer held directly by Mozart Aggregator UNLV Holdco L.P. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of Mozart Aggregator UNLV Holdco L.P. BMA VIII L.L.C. is the managing member of BCP 8 Holdings Mozart Manager L.L.C.

6. Reflects shares of Class A Common Stock of the Issuer held directly by Mozart Aggregator II LP. 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.

7. 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.

8. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. 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.

9. On March 10, 2026, Mozart Aggregator II LP initiated in-kind distributions of shares of Class A Common Stock to one of its investors and certain affiliated entities of that investor. Such distributees have agreed to be bound in writing by the restrictions set forth in the Lock Up Agreement entered into by and among the Reporting Persons and the underwriters.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	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	03/12/2026
	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	03/12/2026
	MOZART AGGREGATOR II UNLV HOLDCO L.P., By: Blackstone Management Associates VIII L.P., its general partner, By: BMA VIII L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks, Title: Authorized Signatory	03/12/2026
	MOZART AGGREGATOR UNLV HOLDCO L.P., By: BCP 8 Holdings Mozart Manager L.L.C., its general partner, By: BMA VIII L.L.C., its managing member, By: /s/ Robert Brooks Name: Robert Brooks, Title: Authorized Signatory	03/12/2026
	MOZART AGGREGATOR II LP, By: Blackstone Management Associates VIII L.P., its general partner, By: BMA VIII L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory	03/12/2026
	BX MOZART ML-2 HOLDCO GP L.L.C., By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President	03/12/2026
	BX MOZART ML-1 HOLDCO GP L.L.C., By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President	03/12/2026
	BCP MOZART AGGREGATOR L.P., By: BCP 8 Holdings Mozart Manager L.L.C., its general partner, By: BMA VIII L.L.C., its managing member, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory	03/12/2026
	BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P., By: BMA VIII L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Medline Inc. (MDLN) report on March 10, 2026?

Medline reported large shareholder sales and a distribution. Sponsor-affiliated entities sold 27,852,986 Class A shares at $40.508 each and made a 366,337-share in-kind distribution on March 10, 2026, all through indirect ownership structures.

At what price were the Medline (MDLN) Class A shares sold in this Form 4?

The reported sale price was $40.508 per share. Footnotes state the shares were sold to underwriters in a secondary offering at the public offering price of $41.00 per share, less underwriting discounts and commissions of $0.492 per share.

How many Medline (MDLN) shares were involved in the in-kind distribution?

The in-kind distribution covered 366,337 Class A shares. Mozart Aggregator II LP distributed these shares to one of its investors and certain affiliated entities, which agreed in writing to remain bound by the existing lock-up agreement restrictions described for the reporting persons.

Who are the main entities involved in the Medline (MDLN) Form 4 transactions?

The transactions involve multiple Mozart and Blackstone-related entities. These include BX Mozart ML-1 and ML-2 Holdco L.P., Mozart Aggregator II and UNLV Holdco partnerships, BCP Mozart Aggregator L.P., and Blackstone Management Associates VIII L.P., all holding Medline shares indirectly through layered partnership and LLC structures.

Do the Medline (MDLN) reporting persons claim full beneficial ownership of all reported shares?

No, they expressly disclaim full beneficial ownership. Each reporting person, other than to the extent it directly holds securities, disclaims beneficial ownership of securities held by the others, limiting its interest to its pecuniary stake and avoiding admission of broader ownership for Section 16 purposes.

Were there any Medline (MDLN) option exercises or derivative transactions in this Form 4?

No derivative securities were reported in this filing. All transactions relate to non-derivative Class A Common Stock. The derivative summary is empty, showing no option exercises, conversions, or other derivative events in connection with the March 10, 2026 transactions.