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  4. [Form 4] Medline Inc. Insider Trading Activity

Medline (MDLN) large holders sell 33.3M shares in secondary stock deal

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Medline Inc. reported a large shareholder sale of Class A common stock by investment entities that are ten percent owners. On May 28, 2026, the reporting entities executed open‑market or private sales totaling 33,317,824 shares of Class A common stock at a price of $36.5375 per share. A footnote explains these sales were made to underwriters in connection with the closing of a secondary offering at a public offering price of $37.00 per share, less underwriting discounts and commissions of $0.4625 per share.

The filing also reports an "other" transaction involving an in‑kind distribution of 438,214 shares of Class A common stock by Mozart Aggregator II LP to one of its investors and certain affiliated entities. Those distributees agreed in writing to be bound by the restrictions in an existing lock‑up agreement with the underwriters. The reporting persons state they disclaim beneficial ownership of securities held by other reporting persons except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large sponsor-led secondary sale of Medline stock, not new capital for the company.

The filing shows entities such as BX Mozart ML-2 Holdco L.P. and related partnerships executed open‑market or private sales totaling 33,317,824 Medline Class A shares at $36.5375 per share. A footnote ties these trades to the closing of a secondary offering, where shares were sold to underwriters at the public offering price of $37.00 per share minus $0.4625 underwriting discounts.

Because this is a secondary sale by existing holders, it represents a change in ownership rather than new cash raised by Medline. The filing also notes an in‑kind distribution of 438,214 shares from Mozart Aggregator II LP to one investor and its affiliates, with those parties agreeing to remain bound by a lock‑up agreement with the underwriters. The reporting persons broadly disclaim beneficial ownership of other reporting persons’ holdings, so the economic exposure is spread across multiple Blackstone-related vehicles.

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 null | null | 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.
Total shares sold 33,317,824 shares Aggregate sellShares reported for May 28, 2026 transactions
Sale price per share $36.5375 per share Transaction price for Class A common stock sales
Public offering price $37.00 per share Secondary offering public price for Class A common stock
Underwriting discount $0.4625 per share Underwriting discounts and commissions per share
In-kind distribution 438,214 shares Shares distributed in kind by Mozart Aggregator II LP
Post-transaction holding example 89,537,913 shares Total shares following one reported Class A sale
Sell transactions count 4 transactions Number of S-code open-market or private sales
Restructuring transaction 1 transaction J-code other transaction classified as restructuring
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.
underwriting discounts and commissions financial
"less the underwriting discounts and commissions of $0.4625 per share"
Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.
in-kind distributions financial
"initiated in-kind distributions of shares of Class A Common Stock"
lock up agreement regulatory
"restrictions set forth in the Lock Up Agreement entered into by and among the Reporting Persons"
beneficial ownership regulatory
"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 4UNITED 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 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)
DirectorX10% 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
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/28/2026S19,712,326D$36.5375(1)89,537,913ISee Footnotes(2)(7)(8)
Class A Common Stock05/28/2026S9,858,774D$36.5375(1)10,185ISee Footnotes(3)(7)(8)
Class A Common Stock05/28/2026S2,256,800D$36.5375(1)10,250,904ISee Footnotes(4)(7)(8)
Class A Common Stock05/28/2026S1,489,924D$36.5375(1)1,539ISee Footnotes(5)(7)(8)
Class A Common Stock05/28/2026J(9)438,214D(9)1,990,467ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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.
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 President06/01/2026
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 President06/01/2026
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 Signatory06/01/2026
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 Signatory06/01/2026
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 Signatory06/01/2026
BX MOZART ML-2 HOLDCO GP L.L.C., By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President06/01/2026
BX MOZART ML-1 HOLDCO GP L.L.C., By: /s/ Robert Brooks Name: Robert Brooks, Title: Vice President06/01/2026
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 Signatory06/01/2026
BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P., By: BMA VIII L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks Title: Authorized Signatory06/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Medline Inc. (MDLN) report in this Form 4?

Medline Inc. reported that several investment entities classified as ten percent owners sold Class A common stock and made one in-kind share distribution. These were indirect holdings, and the reporting persons broadly disclaimed beneficial ownership of other reporting persons’ securities except for their pecuniary interests.

How many Medline (MDLN) shares were sold and at what price?

The filing aggregates open‑market or private sales of 33,317,824 shares of Medline Class A common stock. These trades occurred at a transaction price of $36.5375 per share, in connection with a secondary offering involving sales to underwriters at a $37.00 public offering price.

What is the in-kind distribution disclosed for Medline (MDLN)?

On May 28, 2026, Mozart Aggregator II LP initiated in‑kind distributions of 438,214 Medline Class A shares to one investor and affiliated entities. Those distributees agreed in writing to remain bound by the restrictions in a lock‑up agreement previously entered into with the underwriters.

How do Medline (MDLN) reporting persons describe their beneficial ownership?

The reporting persons state that, except where they directly hold securities, they disclaim beneficial ownership of securities held by other reporting persons. They note that inclusion of these securities should not be seen as an admission of beneficial ownership beyond each entity’s pecuniary interest under Section 16 rules.