CP Circle Holdings shifts Medline (MDLN) stake to affiliated entity

Rhea-AI Filing Summary

CP Circle Holdings, L.P., a former large Medline holder, reported internal transfers of its Medline-related interests to an affiliated entity. On February 11, 2026, it moved 2,615 shares of Class A common stock, 15,369,974 shares of Class B common stock, and 15,369,974 Common Units of Medline Holdings, LP for no consideration under a lock-up agreement.

The filing states that after these transfers CP Circle Holdings, L.P. no longer beneficially owns Medline securities. Class B shares carry one vote per share and no economic value, and are paired one-for-one with Common Units. Common Units are exchangeable into Class A shares on a one-for-one basis under an exchange agreement.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CP Circle Holdings, L.P.

Role Insider

Type	Security	Shares	Price	Value
Other	Common Units of Medline Holdings, LP	15,369,974	$0.00	--
Other	Class A Common Stock	2,615	$0.00	--
Other	Class B Common Stock	15,369,974	$0.00	--

Holdings After Transaction: Common Units of Medline Holdings, LP — 0 shares (Direct); Class A Common Stock — 0 shares (Direct); Class B Common Stock — 0 shares (Direct)

Footnotes (1)

1. Reflects transfers of securities by CP Circle Holdings, L.P. to an affiliated entity for no consideration. Pursuant to the terms of a lock-up agreement, the affiliated entity is bound to certain restrictions on the securities transferred, as set forth therein. Following the transactions reported in this Form 4, CP Circle Holdings, L.P. no longer beneficially owns securities of the Issuer. Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.

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

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X

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^*

CP Circle Holdings, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owners

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

X	Form filed by One Reporting Person
	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	02/11/2026		J		2,615(1)	D	(1)	0(2)	D
Class B Common Stock(3)	02/11/2026		J		15,369,974(1)	D	(1)	0(2)	D

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
Common Units of Medline Holdings, LP	(4)	02/11/2026		J			15,369,974(1)	(4)	(4)	Class A Common Stock	15,369,974	(1)	0(2)	D

Explanation of Responses:

1. Reflects transfers of securities by CP Circle Holdings, L.P. to an affiliated entity for no consideration. Pursuant to the terms of a lock-up agreement, the affiliated entity is bound to certain restrictions on the securities transferred, as set forth therein.

2. Following the transactions reported in this Form 4, CP Circle Holdings, L.P. no longer beneficially owns securities of the Issuer.

3. Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.

4. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.

	CP Circle Holdings, L.P., By: TC Group VII S1, L.P., its general partner, By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy Anderson, Vice President	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CP Circle Holdings, L.P. report in Medline (MDLN) stock on this Form 4?

CP Circle Holdings, L.P. reported transferring all of its Medline interests to an affiliated entity. The filing shows movements of Class A and Class B common stock and Common Units, with the reporting person stating it no longer beneficially owns Medline securities after these transactions.

How many Medline securities did CP Circle Holdings, L.P. transfer on February 11, 2026?

The filing shows transfers of 2,615 shares of Class A common stock, 15,369,974 shares of Class B common stock, and 15,369,974 Common Units of Medline Holdings, LP. These movements were made for no consideration to an affiliated entity under a lock-up agreement.

What does the Form 4 say about CP Circle Holdings, L.P.’s remaining Medline (MDLN) ownership?

The Form 4 states that following the reported transactions, CP Circle Holdings, L.P. no longer beneficially owns securities of Medline. Its post-transaction holdings for the reported Class A, Class B, and derivative Common Units are listed as zero in the ownership columns.

How are Medline Class B common stock and Common Units described in this filing?

Class B common stock has no economic value and one vote per share. One Class B share is issued for each Common Unit of Medline Holdings, LP, and the Class B shares are automatically cancelled when the related Common Units are exchanged for Class A common stock.

What exchange rights related to Medline (MDLN) Common Units are disclosed?

An exchange agreement dated December 16, 2025 grants holders the right to exchange their Common Units for Class A common stock on a one-for-one basis. The agreement allows customary conversion rate adjustments, and the filing notes that these exchange rights do not expire.

How does the filing describe the consideration for CP Circle Holdings, L.P.’s transfers?

The filing explains that the transfers by CP Circle Holdings, L.P. to the affiliated entity were made for no consideration. It also notes that the affiliated entity is subject to certain restrictions on the transferred securities under the terms of a lock-up agreement.