Blackstone-linked Medline (MDLN) holders sell 27,852,986 shares in secondary deal

Rhea-AI Filing Summary

Medline Inc. (MDLN) major shareholders tied to Blackstone reported large secondary sales of Class A common stock. On March 10, 2026, entities associated with these reporting persons sold a combined 27,852,986 shares of Class A common stock in open-market or related transactions at $40.508 per share, in connection with the closing of 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 "other" transaction involving an in-kind distribution of 366,337 shares of Class A common stock by Mozart Aggregator II LP to one of its investors and certain affiliated entities, which agreed in writing to remain subject to the existing lock-up agreement. Following these transactions, the Blackstone-related holding structures continue to own substantial indirect positions, including 109,250,239 shares and 12,507,704 shares of Class A common stock held through specific Mozart aggregator entities as reflected in the filing.

Insights

Equity ownership and governance analyst

Blackstone-linked vehicles executed a large secondary sale but retain major Medline stakes.

Several Blackstone-affiliated entities, acting as large shareholders of Medline Inc., sold a total of 27,852,986 shares of Class A common stock on March 10, 2026. The price of $40.508 per share matches the public offering price of $41.00 less underwriting discounts of $0.492 in a secondary offering to underwriters.

The filing shows this as a shareholder liquidity event rather than an issuance by Medline, so it does not directly dilute existing holders. Reporting persons include multiple Mozart aggregator partnerships and Blackstone holding entities, which each carefully disclaim beneficial ownership beyond their pecuniary interest.

Despite the large sale, the entities continue to hold significant positions, such as 109,250,239 shares and 12,507,704 shares of Class A common stock through specific Mozart vehicles. An additional 366,337 shares were distributed in kind to an investor and affiliates, who agreed to the existing lock-up terms, suggesting continued structured control over post-distribution selling activity.

Insider Trade Summary

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

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 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^*

BCP 8 Holdings Mozart Manager L.L.C.

(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^*

BCP 8 Holdings Mozart Manager 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^*

BMA VIII 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^*

Blackstone Holdings II 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 Holdings I/II 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^*

Blackstone Inc.

(Last) (First) (Middle)

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 Group Management 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^*

SCHWARZMAN STEPHEN A

(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.

	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	03/12/2026
	BMA VIII L.L.C., By: /s/ Christopher Striano Name: Christopher Striano Title: Senior Managing Director and Chief Operating Officer of Global Finance	03/12/2026
	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	03/12/2026
	BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	03/12/2026
	BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	03/12/2026
	BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary	03/12/2026
	/s/ Stephen A. Schwarzman	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).
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FAQ

What did Medline Inc. (MDLN) insiders report in this Form 4 filing?

The filing reports large shareholder entities linked to Blackstone sold 27,852,986 shares of Medline Class A common stock. These were executed on March 10, 2026 at $40.508 per share in connection with a secondary offering to underwriters.

At what price were Medline (MDLN) shares sold by the reporting persons?

The shares were sold at $40.508 per share. Footnotes explain this reflects the public offering price of $41.00 per share, reduced by underwriting discounts and commissions of $0.492 per share in the related secondary offering.

How many Medline (MDLN) shares were involved in the secondary sale and related transactions?

The reporting entities sold a total of 27,852,986 shares of Class A common stock and reported an additional in-kind distribution of 366,337 shares. All transactions occurred on March 10, 2026, according to the Form 4 data.

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

Yes. After the reported transactions, certain Mozart and Blackstone-affiliated entities continue to hold large indirect positions, including 109,250,239 shares and 12,507,704 shares of Medline Class A common stock, as shown in the post-transaction ownership figures.

What is the nature of the in-kind distribution reported for Medline (MDLN) shares?

On March 10, 2026, Mozart Aggregator II LP made an in-kind distribution of 366,337 shares of Class A common stock to one investor and affiliated entities. These recipients agreed in writing to remain bound by the existing lock-up agreement.

Were Medline (MDLN) Form 4 transactions open-market sales or part of an offering?

The Form 4 codes the transactions as open-market or private sales, but a footnote clarifies they occurred in connection with a secondary offering, with shares sold to underwriters at the public offering price less underwriting discounts and commissions.