Carlyle-affiliated holders cut Medline (MDLN) stake but keep 125M+ shares
Rhea-AI Filing Summary
Medline Inc. reported a large insider transaction by investment entities affiliated with The Carlyle Group Inc. On March 10, 2026, these entities sold 26,105,840 shares of Medline Class A Common Stock in an open-market or private transaction at $41.00 per share, through various affiliated limited partnerships.
The filing also shows a separate J-code transaction for 2,113,483 shares, described as a pro-rata distribution for no consideration from Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner, which remains subject to lock-up restrictions. After these transactions, the reporting group continues to indirectly hold about 125,454,241 shares of Medline Class A Common Stock.
Positive
- None.
Negative
- None.
Insights
Carlyle-affiliated entities sold a large Medline stake but still retain substantial holdings.
The filing shows investment entities affiliated with The Carlyle Group Inc. executing an open-market or private sale of 26,105,840 shares of Medline Class A Common Stock at $41.00 per share. The shares are held across multiple limited partnerships, so the activity is at the fund level rather than by company management.
A separate J-code transaction covers a pro-rata distribution of 2,113,483 shares from Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner for no consideration, with that limited partner subject to lock-up restrictions. After both transactions, the reporting group still holds about 125,454,241 shares, indicating a remaining significant position even after this net-sell event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 26,105,840 | $41.00 | $1.07B |
| Other | Class A Common Stock | 2,113,483 | $0.00 | -- |
Footnotes (1)
- Represents the following shares of the Issuer's Class A common stock ("Class A Common Stock") sold: (i) 2,020,349 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (ii) 2,014,853 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iii) 109,901 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 2,311,623 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 319,841 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 867,032 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 3,493,666 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 7,650,365 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 35,180 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (x) 7,283,030 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. 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., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. CG Subsidiary Holdings L.L.C. is also the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P. 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. Following the sales reported herein, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. Represents a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. Pursuant to the terms of a lock-up agreement, the limited partner is bound to certain restrictions on the shares distributed, as set forth therein. Following the distribution reported herein, reflects (i) 14,011,611 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P.
FAQ
What insider transactions did Medline Inc. (MDLN) report in this Form 4?
Medline Inc. reported that Carlyle-affiliated investment entities sold 26,105,840 Class A shares at $41.00 per share and executed a separate J-code restructuring transaction of 2,113,483 shares. These moves adjust the private equity group’s holdings but leave a large remaining stake.
What does the J-code transaction mean in Medline (MDLN)’s Form 4?
The J-code entry reflects an “other” transaction: a pro-rata distribution of 2,113,483 shares by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner for no consideration. The distributed shares remain subject to lock-up restrictions under an existing lock-up agreement.
Were these Medline (MDLN) insider transactions open-market sales or internal transfers?
The filing includes both an S-code open-market or private sale of 26,105,840 shares at $41.00 and a J-code internal pro-rata distribution of 2,113,483 shares for no consideration. Together, they change how the Carlyle-affiliated entities’ holdings are structured.