Medline Inc. (MDLN) Carlyle affiliates shift 94.3M Class A shares

Rhea-AI Filing Summary

Medline Inc. reported a large insider reorganization of its Class A Common Stock involving Carlyle-affiliated entities. On 01/16/2026, entities tied to The Carlyle Group reported an indirect transaction coded "J" covering 94,348,666 shares of Medline Class A Common Stock at a price of $0.00 per share, indicating transfers for no cash consideration.

Footnotes explain that these shares were moved from CP VII and CP VIII "Circle" entities to other affiliated entities under a lock-up agreement that restricts the transferred shares. After this internal restructuring, each of CP VII Circle AIF Holdings, CP VII Circle Holdings, CP VII Circle Holdings - A, CP VIII Circle AIF Holdings and CP VIII Circle Holdings no longer beneficially own Medline securities, and the reporting indirect ownership position is shown as zero shares.

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
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hours per response:			0.5

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^*

TC Group VIII, L.L.C.

(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)
01/16/2026

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	01/16/2026		J		94,348,666(1)	D	(1)	0(2)	I	See footnotes(3)(4)

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^*

TC Group VIII, L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TC Group VIII, 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)

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^*

TC Group VII Lux GP, S.a.r.l.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP 2,

AVENUE CHARLES DE GAULLE,

(Street)

LUXEMBOURG, N4 L-1653

(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^*

CP VII Circle AIF Holdings, S.C.Sp.

(Last) (First) (Middle)

9, RUE DE BITBOURG,

(Street)

LUXEMBOURG, N4 L-1273

(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^*

CP VII 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)

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^*

CP VII Circle Holdings-A, 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)

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^*

CP VIII Circle AIF Holdings, S.C.Sp.

(Last) (First) (Middle)

9, RUE DE BITBOURG,

(Street)

LUXEMBOURG, N4 L-1273

(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^*

CP VIII 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)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects the following transfers to affiliated entities for no consideration: (i) 2,440,275 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (ii) 6,615,133 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (iii) 26,655,381 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (iv) 58,369,466 shares of Class A Common Stock held by CP VII Circle Holdings, L.P. and (v) 268,411 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P. Pursuant to the terms of a lock-up agreement, the affiliated entities are bound to certain restrictions on the shares transferred, as set forth therein.

2. Following the transactions reported in this Form 4, each of CP VII Circle AIF Holdings, S.C.Sp., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P., CP VIII Circle AIF Holdings, S.C.Sp. and CP VIII Circle Holdings, L.P. no longer beneficially own securities of the Issuer.

3. 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 reported herein, 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 CP VII Circle Holdings, L.P. and CP VII Circle Holdings - A, L.P., and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp.

4. CG Subsidiary Holdings L.L.C. is also the sole member of TC Group VIII, L.L.C., which is the general partner of TC Group VIII, L.P., which is the Delaware general partner of CP VIII Circle AIF Holdings, S.C.Sp. and the general partner of CP VIII Circle Holdings, L.P. TC Group Sub L.P. is also the general partner of TC Group VII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VIII Circle AIF Holdings, S.C.Sp.

	TC Group VIII, L.L.C., By: CG Subsidiary Holdings L.L.C., its managing member, By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group VIII, L.P., By: TC Group VIII, L.L.C., its general partner, By: CG Subsidiary Holdings L.L.C., its managing member, By: /s/ Anne Frederick, Managing Director	01/21/2026
	TC Group VII Lux GP, S.a r.l., By: TC Group Sub L.P., its sole shareholder, By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	CP VII Circle AIF Holdings, S.C.Sp., By: TC Group VII Lux GP, S.a r.l., its general partner, By: TC Group Sub L.P., its sole shareholder, By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	CP VII 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: TC Group Sub L.P., its managing member, By: TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director	01/21/2026
	CP VII Circle Holdings - A, L.P., By: TC Group VII S1, L.P., its general partner, By: TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/21/2026
	CP VIII Circle AIF Holdings, S.C.Sp., By: TC Group VIII Lux GP, S.a r.l., its general partner, By: CG Subsidiary Holdings L.L.C., its sole shareholder, By: /s/ Anne Frederick, Managing Director	01/21/2026
	CP VIII Circle Holdings, L.P., By: TC Group VIII, L.P., its general partner, By: TC Group VIII, L.L.C., its general partner, By: CG Subsidiary Holdings L.L.C., its managing member, By: /s/ Anne Frederick, Managing Director	01/21/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Medline Inc. (MDLN) disclose in this Form 4?

The filing shows Carlyle-affiliated entities reported an indirect transaction coded "J" on 01/16/2026 involving 94,348,666 shares of Medline Class A Common Stock, transferred for $0.00 per share as part of an internal reorganization.

Were the Medline (MDLN) insider share transfers for cash consideration?

No. A footnote states the 94,348,666 Medline Class A shares were transferred to affiliated entities for no consideration, meaning no cash was paid for these internal transfers.

Which Carlyle-related entities previously held the Medline (MDLN) shares?

The filing lists CP VII Circle AIF Holdings, CP VII Circle Holdings, CP VII Circle Holdings - A, CP VIII Circle AIF Holdings and CP VIII Circle Holdings as prior holders of the Medline Class A shares before they were transferred to other affiliates.

Do the reporting Carlyle entities still beneficially own Medline (MDLN) shares after this Form 4?

No. The table shows 0 shares beneficially owned following the transaction, and a footnote confirms each of the listed CP VII and CP VIII Circle entities no longer beneficially owns Medline securities after the transfers.

What restrictions apply to the transferred Medline (MDLN) shares?

According to a footnote, the affiliated entities receiving the Medline Class A shares are bound by a lock-up agreement that imposes certain restrictions on the transferred shares as set forth in that agreement.

How are The Carlyle Group and its subsidiaries connected to the Medline (MDLN) holdings?

Footnotes describe a chain where The Carlyle Group Inc. ultimately controls entities such as CG Subsidiary Holdings L.L.C., TC Group, L.L.C., TC Group VII S1, L.P. and TC Group VIII, L.P., which in turn serve as general partners or managing members of the CP VII and CP VIII Circle entities that held Medline shares.