Blackstone entities trim Medline (MDLN) stake with 33M-share secondary sale

Rhea-AI Filing Summary

Medline Inc. reported that investment vehicles affiliated with Blackstone reduced part of their indirect stake in the company. On May 28, 2026, these entities sold an aggregate of 33,317,824 shares of Class A common stock in connection with a secondary offering at about $36.5375 per share, the public price net of underwriting discounts. The filing also shows a J-code in-kind distribution of 438,214 shares from Mozart Aggregator II LP to one of its investors and related entities, which remain subject to lock-up restrictions. Despite these sales and distributions, affiliated entities continue to hold large indirect positions, including 89,537,913 shares of Class A common stock after the reported transactions.

Insights

Equity capital markets analyst

Blackstone-affiliated holders sold 33M Medline shares in a secondary offering but retain a large stake.

The filing shows Blackstone-related investment vehicles executed open-market/underwritten sales totaling 33,317,824 shares of Medline Inc. Class A common stock on May 28, 2026 at about $36.5375 per share, tied to a secondary offering. These are sponsor-level liquidity events rather than company-issued shares.

An additional 438,214 shares were distributed in kind by Mozart Aggregator II LP to an investor and its affiliates, who agreed to existing lock-up terms. One affiliated vehicle still holds 89,537,913 shares, indicating Blackstone-related entities maintain a substantial indirect position. The activity reflects portfolio rebalancing more than a shift in Medline’s fundamentals.

Insider Trade Summary

Net Seller: 33,317,824 shares ($1,217,349,994)

Net Sell 5 txns

Insider BCP 8 Holdings Mozart Manager L.L.C., BMA VIII L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., SCHWARZMAN STEPHEN A

Role null | null | null | null | null | null | null

Sold 33,317,824 shs ($1.22B)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	19,712,326	$36.5375	$720.24M
Sale	Class A Common Stock	9,858,774	$36.5375	$360.21M
Sale	Class A Common Stock	2,256,800	$36.5375	$82.46M
Sale	Class A Common Stock	1,489,924	$36.5375	$54.44M
Other	Class A Common Stock	438,214	$0.00	--

Holdings After Transaction: Class A Common Stock — 89,537,913 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 $37.00 per shares of Class A Common Stock, less the underwriting discounts and commissions of $0.4625 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 May 28, 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.

Key Figures

Shares sold: 33,317,824 shares Sale price: $36.5375 per share Public offering price: $37.00 per share +3 more

6 metrics

Shares sold 33,317,824 shares Aggregate net shares sold on May 28, 2026

Sale price $36.5375 per share Secondary offering price net of underwriting discounts

Public offering price $37.00 per share Class A common stock secondary offering price

Underwriting discount $0.4625 per share Discount and commission per share in secondary offering

In-kind distribution 438,214 shares J-code other transaction by Mozart Aggregator II LP

Large remaining holding 89,537,913 shares Indirect Class A holdings after one reported sale line

Key Terms

secondary offering, underwriters, Lock Up Agreement, in-kind distributions, +2 more

6 terms

secondary offering financial

"In connection with the closing of the secondary offering of Class A common stock"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

underwriters financial

"sold shares of Class A Common Stock to the underwriters at a price per shares"

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

Lock Up Agreement financial

"restrictions set forth in the Lock Up Agreement entered into by and among the Reporting Persons"

in-kind distributions financial

"initiated in-kind distributions of shares of Class A Common Stock to one of its investors"

beneficial ownership financial

"disclaims beneficial ownership of the securities held by the other Reporting Persons"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of such Reporting Person's pecuniary interest therein"

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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^*

BCP 8 Holdings Mozart Manager L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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

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

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	05/28/2026		S		19,712,326	D	$36.5375(1)	89,537,913	I	See Footnotes(2)(7)(8)
Class A Common Stock	05/28/2026		S		9,858,774	D	$36.5375(1)	10,185	I	See Footnotes(3)(7)(8)
Class A Common Stock	05/28/2026		S		2,256,800	D	$36.5375(1)	10,250,904	I	See Footnotes(4)(7)(8)
Class A Common Stock	05/28/2026		S		1,489,924	D	$36.5375(1)	1,539	I	See Footnotes(5)(7)(8)
Class A Common Stock	05/28/2026		J(9)		438,214	D	(9)	1,990,467	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^*

BCP 8 Holdings Mozart Manager L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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^*

BMA VIII L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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 Holdings II L.P.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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 Holdings I/II GP L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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 Inc.

(Last) (First) (Middle)

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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 Group Management L.L.C.

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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^*

SCHWARZMAN STEPHEN A

(Last) (First) (Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK NEW YORK 10154

(City) (State) (Zip)

UNITED STATES

(Country)

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 $37.00 per shares of Class A Common Stock, less the underwriting discounts and commissions of $0.4625 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 May 28, 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.

	BCP 8 HOLDINGS MOZART MANAGER L.L.C., By: BMA VIII L.L.C., its managing member, By: /s/ Christopher Striano Name: Christopher Striano Title: Senior Managing Director and Chief Operating Officer of Global Finance	06/01/2026
	BMA VIII L.L.C., By: /s/ Christopher Striano Name: Christopher Striano Title: Senior Managing Director and Chief Operating Officer of Global Finance	06/01/2026
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	06/01/2026
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	06/01/2026
	BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	06/01/2026
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	06/01/2026
	/s/ Stephen A. Schwarzman	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Blackstone-affiliated entities do in the latest Medline (MDLN) Form 4?

Blackstone-affiliated investment vehicles reported selling 33,317,824 Medline Class A shares on May 28, 2026 at about $36.5375 per share in connection with a secondary offering. They also made a 438,214-share in-kind distribution to an investor and related entities.

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

The reported Medline Class A shares were sold at approximately $36.5375 per share, equal to the $37.00 public offering price minus $0.4625 per share in underwriting discounts and commissions, as disclosed in the footnotes to the filing.

How many Medline (MDLN) shares did Blackstone-related holders distribute in kind?

Mozart Aggregator II LP initiated in-kind distributions of 438,214 Medline Class A shares to one investor and certain affiliated entities. The filing notes these distributees agreed in writing to be bound by the same lock-up restrictions as the original Blackstone-affiliated reporting persons.

Do Blackstone-affiliated entities still hold Medline (MDLN) shares after these transactions?

Yes. Despite selling 33,317,824 shares, affiliated vehicles continue to hold large indirect positions. One entity shown in the filing holds 89,537,913 Medline Class A shares after the reported sales, indicating an ongoing, substantial ownership stake remains in place.

What is the significance of the J-code transaction in Medline (MDLN)’s Form 4?

The J-code represents an “other transaction,” here describing in-kind distributions of 438,214 Medline Class A shares by Mozart Aggregator II LP. These distributions transfer shares to an investor and affiliates while keeping them subject to the same lock-up restrictions as the original holders.