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Hellman & Friedman funds cut Medline (MDLN) stake via 26.1M-share sale

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

Rhea-AI Filing Summary

Medline Inc. significant shareholders affiliated with Hellman & Friedman reported large secondary sales of Class A Common Stock. Investment vehicles including Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel-A), L.P., Mend Investment Holdings I, L.P., and Mend Partners II, L.P. sold an aggregate of 26,131,237 shares on March 10, 2026 at an effective price of $40.508 per share, reflecting the $41.00 secondary public offering price less a $0.492 underwriting discount in an underwritten public offering.

Additional non-cash “J” code entries show internal contributions of shares to wholly owned subsidiaries and in-kind distributions of Class A Common Stock to ultimate partners and shareholders in connection with these sales. Following the transactions, the funds still report substantial indirect holdings, including 75,931,567 shares for Hellman & Friedman Capital Partners X (Parallel), L.P. and 7,895,482 shares for HFCP X (Parallel-A), L.P. Recipients of distributed shares have generally agreed to lock-up restrictions, with an exception for less than 1% of outstanding stock delivered to charitable organizations.

Positive

  • None.

Negative

  • None.

Insights

Large Medline secondary sale by Hellman & Friedman funds, but stakes remain sizable.

Funds affiliated with Hellman & Friedman executed a sizable secondary sale of 26,131,237 Medline Class A shares at an effective $40.508 per share via an underwritten public offering. These are sales by existing holders rather than new shares issued by the company.

The filing also details internal restructurings: contributions of stock to wholly owned subsidiaries and in-kind distributions to partners and shareholders. Such “J” code transactions are organizational and occur at $0.00 per share, indicating non-cash transfers.

Despite the disposals, key funds continue to hold large positions, such as 75,931,567 shares for Hellman & Friedman Capital Partners X (Parallel), L.P. and 7,895,482 for HFCP X (Parallel-A), L.P. Future company filings may clarify how these remaining stakes evolve over time.

Insider Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel-A), L.P., Mend Partners II, L.P., Mend Investment Holdings I, L.P., Hellman & Friedman Investors X, L.P., Mend Partners GP, LLC, Mend Investment Holdings GP, LLC, Hellman & Friedman Capital Partners X, L.P., H&F Corporate Investors X, Ltd.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 26,131,237 shs ($1.06B)
Type Security Shares Price Value
Sale Class A Common Stock 14,639,754 $40.508 $593.03M
Sale Class A Common Stock 629,933 $40.508 $25.52M
Sale Class A Common Stock 9,801,455 $40.508 $397.04M
Sale Class A Common Stock 1,060,095 $40.508 $42.94M
Other Class A Common Stock 538,997 $0.00 --
Other Class A Common Stock 1,435,395 $0.00 --
Other Class A Common Stock 113,694 $0.00 --
Holdings After Transaction: Class A Common Stock — 558,307 shares (Indirect, By Mend Investment Holdings I, L.P.)
Footnotes (1)
  1. This amount represents the $41.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.492 per share sold by the Reporting Persons in connection with an underwritten public offering. Hellman & Friedman Investors X, L.P. ("Investors X GP") is the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. Mend Partners GP, LLC ("Mend GP") is the general partner of Mend Partners II, L.P. Investors X GP is the managing member of Mend GP. Mend Investment Holdings GP, LLC ("Mend Investment GP") is the general partner of Mend Investment Holdings I, L.P. Hellman & Friedman Capital Partners X, L.P. ("HFCP X") is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. H&F Corporate Investors X, Ltd. ("Investors X Ltd.") is the general partner of Investors X GP. (Continued from footnote 2) A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), Mend Partners II, L.P., and Mend Investment Holdings I, L.P. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares. On March 10, 2026, Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. contributed shares of Class A common stock to certain of their respective wholly owned subsidiaries, which subsidiaries immediately sold such shares in the underwritten public offering referred to above. On March 10, 2026, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The recipients of the shares of Class A Common Stock distributed pursuant to footnote 5 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the underwritten public offering of the Issuer referred to above, provided that shares constituting less than 1% of the Issuer's outstanding common stock in the aggregate that are being delivered to charitable organizations will not be subject to such restrictions.
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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*
Hellman & Friedman Capital Partners X (Parallel), L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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 14,639,754 D $40.508(1) 558,307 I By Mend Investment Holdings I, L.P.(2)(3)
Class A Common Stock 03/10/2026 S 629,933 D $40.508(1) 4,176,227 I By Mend Partners II, L.P.(2)(3)
Class A Common Stock 03/10/2026 S(4) 9,801,455 D $40.508(1)(4) 75,931,567 I By Hellman & Friedman Capital Partners X (Parallel), L.P.(2)(3)
Class A Common Stock 03/10/2026 S(4) 1,060,095 D $40.508(1)(4) 7,895,482 I By HFCP X (Parallel - A), L.P.(2)(3)
Class A Common Stock 03/10/2026 J(5)(6) 538,997 D (5) 19,310 I By Mend Investment Holdings I, L.P.(2)(3)
Class A Common Stock 03/10/2026 J(5)(6) 1,435,395 D (5) 74,496,172 I By Hellman & Friedman Capital Partners X (Parallel), L.P.(2)(3)
Class A Common Stock 03/10/2026 J(5)(6) 113,694 D (5) 7,781,788 I By HFCP X (Parallel - A), L.P.(2)(3)
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*
Hellman & Friedman Capital Partners X (Parallel), L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
HFCP X (Parallel-A), L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
Mend Partners II, L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
Mend Investment Holdings I, L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
Hellman & Friedman Investors X, L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
Mend Partners GP, LLC
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
Mend Investment Holdings GP, LLC
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
Hellman & Friedman Capital Partners X, L.P.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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*
H&F Corporate Investors X, Ltd.
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
(Street)
SAN FRANCISCO CA 94105
(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. This amount represents the $41.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.492 per share sold by the Reporting Persons in connection with an underwritten public offering.
2. Hellman & Friedman Investors X, L.P. ("Investors X GP") is the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. Mend Partners GP, LLC ("Mend GP") is the general partner of Mend Partners II, L.P. Investors X GP is the managing member of Mend GP. Mend Investment Holdings GP, LLC ("Mend Investment GP") is the general partner of Mend Investment Holdings I, L.P. Hellman & Friedman Capital Partners X, L.P. ("HFCP X") is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. H&F Corporate Investors X, Ltd. ("Investors X Ltd.") is the general partner of Investors X GP.
3. (Continued from footnote 2) A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), Mend Partners II, L.P., and Mend Investment Holdings I, L.P. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares.
4. On March 10, 2026, Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. contributed shares of Class A common stock to certain of their respective wholly owned subsidiaries, which subsidiaries immediately sold such shares in the underwritten public offering referred to above.
5. On March 10, 2026, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
6. The recipients of the shares of Class A Common Stock distributed pursuant to footnote 5 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the underwritten public offering of the Issuer referred to above, provided that shares constituting less than 1% of the Issuer's outstanding common stock in the aggregate that are being delivered to charitable organizations will not be subject to such restrictions.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Exchange Act, or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the general partner of HFCP X (Parallel - A), L.P. 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the managing member of Mend Partners GP, LLC, the general partner of Mend Partners II, L.P. 03/12/2026
By: /s/ Jacob Best; VP of H&F Corporate Investors X, Ltd., the GP of Hellman & Friedman Investors X, L.P., the GP of Hellman & Friedman Capital Partners X, L.P., the MM of Mend Investment Holdings GP, LLC, the GP of Mend Investment Holdings I, L.P. 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P. 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the managing member of Mend Partners GP, LLC 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the G.P. of Hellman & Friedman X Capital Partners, L.P., the managing member of Mend Investment Holding GP LLC 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the general partner of Hellman & Friedman Capital Partners X, L.P. 03/12/2026
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd. 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

At what price were Medline (MDLN) shares sold in the reported secondary offering?

The effective sale price was $40.508 per Medline Class A share. This reflects the $41.00 secondary public offering price minus a $0.492 per-share underwriting discount, as disclosed for the underwritten public offering involving the reporting funds.

Do Hellman & Friedman-affiliated funds still hold Medline (MDLN) shares after these transactions?

Yes, the funds still report substantial indirect holdings after the sale. Hellman & Friedman Capital Partners X (Parallel), L.P. reports 75,931,567 shares, while HFCP X (Parallel-A), L.P. reports 7,895,482 shares of Medline Class A Common Stock following the reported transactions.

What are the “J” code transactions reported for Medline (MDLN) shareholders?

The “J” code entries reflect other acquisitions or dispositions at $0.00 per share. The footnotes describe contributions of Medline Class A shares to wholly owned subsidiaries and in-kind distributions of shares to ultimate partners and shareholders, indicating internal, non-cash restructurings.

Were Medline (MDLN) distributed shares subject to any lock-up agreements?

Yes, recipients of distributed Medline Class A shares agreed to lock-up restrictions with underwriter representatives. An exception applies to shares totaling less than 1% of Medline’s outstanding common stock that are being delivered to charitable organizations, which are not subject to those restrictions.