Medline Inc. (MDLN) affiliate exchanges units for Class A stock, cancels Class B
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Medline Inc. insider filing shows a large equity conversion by affiliated investment funds. Mend Investment Holdings I, L.P. exchanged 13,198,914 Common Units of Medline Holdings, LP for the same number of Medline Inc. Class A common shares on March 4, 2026, and 1,979,837 Common Units for an equal number of Class A shares on March 5, 2026, both at a stated price of $0.00 per share.
In each case, an equivalent number of Class B common shares held by Mend Investment Holdings I, L.P. were automatically cancelled, consistent with the structure where one Class B share is paired with each Common Unit and has voting but no economic rights. The transactions are reported as indirect holdings by various Hellman & Friedman–affiliated entities, with a three‑member board of Investors X Ltd. holding voting and investment discretion and its directors disclaiming beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
15,178,751 shares exercised/converted
Mixed
9 txns
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
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units | 1,979,837 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,979,837 | $0.00 | -- |
| Other | Class B Common Stock | 1,979,837 | $0.00 | -- |
| Conversion | Common Units | 13,198,914 | $0.00 | -- |
| Conversion | Class A Common Stock | 13,198,914 | $0.00 | -- |
| Other | Class B Common Stock | 13,198,914 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units — 100,610,216 shares (Indirect, By Mend Investment Holdings I, L.P.);
Class A Common Stock — 15,198,061 shares (Indirect, By Mend Investment Holdings I, L.P.);
Class B Common Stock — 100,610,216 shares (Indirect, By Mend Investment Holdings I, L.P.)
Footnotes (1)
- Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange the common units of Medline Holdings, LP ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), 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 On March 4, 2026, Mend Investment Holdings I, L.P. exchanged 13,198,914 Common Units for an equal number of shares of Class A Common Stock and the Issuer automatically cancelled an equivalent number of shares of the Class B common stock ("Class B Common Stock") of the Issuer held by Mend Investment Holdings I, L.P. 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 3) 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. Shares of the 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 held. Upon an exchange of Common Units for shares of the Class A common stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. On March 5, 2026, Mend Investment Holdings I, L.P. exchanged 1,979,837 Common Units for an equal number of shares of Class A Common Stock and the Issuer automatically cancelled an equivalent number of shares of the Class B Common Stoc held by Mend Investment Holdings I, L.P.
FAQ
What insider transactions did Medline Inc. (MDLN) report in this Form 4?
Medline Inc. reported that Mend Investment Holdings I, L.P. exchanged Common Units for Class A common stock on March 4 and 5, 2026, with corresponding Class B shares cancelled. These are non-cash conversions reflecting changes in the ownership structure rather than open-market purchases or sales.
What happened to Medline Inc. (MDLN) Class B common stock in these transactions?
For each exchange of Common Units into Class A common stock, Medline Inc. automatically cancelled an equivalent number of Class B shares held by the same holder. Class B shares carry voting rights but no economic value and are paired one-for-one with Common Units under the exchange agreement.
How are the Medline Inc. (MDLN) exchanges structured between Common Units and Class A stock?
An exchange agreement allows holders to convert Common Units of Medline Holdings, LP into Medline Inc. Class A common stock on a one-for-one basis, with customary adjustments. When Common Units are exchanged, an equivalent number of paired Class B shares are automatically cancelled by Medline Inc.