Medline Inc. (MDLN) insiders convert partnership units into Class A stock in non-cash restructuring
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Medline Inc. insiders reported a restructuring of their indirect holdings through conversions of partnership units into Class A common stock, with no open-market buying or selling. Blackstone-affiliated entities exchanged 1,489,924 and 9,858,774 Common Units of Medline Holdings, LP for the same number of Medline Class A shares at a stated price of $0.00 per share under an exchange agreement allowing one-for-one conversions that do not expire.
Each converted Common Unit had a corresponding share of Class B common stock, which carried voting rights but no economic value and was automatically cancelled on conversion. After these conversions, the entities report indirect ownership of Class A shares and remaining Common Units, while broadly disclaiming beneficial ownership of securities held by related reporting persons except to the extent of their pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
11,348,698 shares exercised/converted
Mixed
9 txns
Insider
BX Mozart ML-1 Holdco L.P., Mozart Aggregator UNLV Holdco L.P., BX Mozart ML-1 Holdco GP L.L.C., BCP Mozart Aggregator L.P.
Role
null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units of Medline Holdings, LP | 9,858,774 | $0.00 | -- |
| Conversion | Common Units of Medline Holdings, LP | 1,489,924 | $0.00 | -- |
| Conversion | Class A Common Stock | 9,858,774 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,489,924 | $0.00 | -- |
| Other | Class B Common Stock | 9,858,774 | $0.00 | -- |
| Other | Class B Common Stock | 1,489,924 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Units of Medline Holdings, LP — 44,770,628 shares (Indirect, See Footnotes);
Class A Common Stock — 9,868,959 shares (Indirect, See Footnotes);
Class B Common Stock — 44,770,628 shares (Indirect, See Footnotes)
Footnotes (1)
- Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their common units of Medline Holdings, LP ("Common Units") for shares of Medline Inc.'s (the "Issuer") Class A common stock ("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. Reflects securities of the Issuer held directly by BX Mozart ML-1 Holdco L.P. BX Mozart ML-1 Holdco GP L.L.C. is the general partner of BX Mozart ML-1 Holdco L.P. BCP Mozart Aggregator L.P. is the managing member of BX Mozart ML-1 Holdco GP L.L.C. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of BCP Mozart Aggregator L.P. BMA VIII L.L.C. is the managing member of BCP 8 Holdings Mozart Manager L.L.C. Reflects securities of the Issuer held directly by Mozart Aggregator UNLV Holdco L.P. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of Mozart Aggregator UNLV Holdco L.P. BMA VIII L.L.C. is the managing member of BCP 8 Holdings Mozart Manager L.L.C. Blackstone Holdings II L.P. is the managing member of BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Reflects securities of the Issuer held directly by BX Mozart ML-2 Holdco L.P. BX Mozart ML-2 Holdco GP L.L.C. is the general partner of BX Mozart ML-2 Holdco L.P. Mozart Aggregator II L.P. is the managing member of BX Mozart ML-2 Holdco GP L.L.C. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II LP. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Reflects securities of the Issuer held directly by Mozart Aggregator II UNLV Holdco L.P. Mozart Aggregator II LP is the sole limited partner of Mozart Aggregator II UNLV Holdco L.P. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II LP and of Mozart Aggregator II UNLV Holdco L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Reflects securities of the Issuer held directly by Mozart Aggregator II LP. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II LP. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. 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 held. Upon the conversion of Common Units, an equivalent number of shares of Class B Common Stock were automatically cancelled.
Key Figures
Common Units converted (block 1): 1,489,924 units
Common Units converted (block 2): 9,858,774 units
Class A shares after conversion (block 1): 1,491,463 shares
+4 more
7 metrics
Common Units converted (block 1)
1,489,924 units
Converted into 1,489,924 Class A shares on 2026-05-21
Common Units converted (block 2)
9,858,774 units
Converted into 9,858,774 Class A shares on 2026-05-21
Class A shares after conversion (block 1)
1,491,463 shares
Indirect Class A holdings following transaction
Class A shares after conversion (block 2)
9,868,959 shares
Indirect Class A holdings following transaction
Common Units remaining (block 1)
6,766,039 units
Common Units of Medline Holdings, LP after conversion
Common Units remaining (block 2)
44,770,628 units
Common Units of Medline Holdings, LP after conversion
Total derivative conversions
11,348,698 units
ExerciseShares from transactionSummary for derivative conversions
Key Terms
Common Units of Medline Holdings, LP, Class B Common Stock, exchange agreement, conversion of derivative security, +2 more
6 terms
Common Units of Medline Holdings, LP financial
"Common Units of Medline Holdings, LP ("Common Units") for shares of Medline Inc.'s..."
Class B Common Stock financial
"Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
exchange agreement financial
"Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right..."
conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
pecuniary interest financial
"disclaims beneficial ownership... except to the extent of such Reporting Person's pecuniary interest therein..."
beneficial ownership financial
"disclaims beneficial ownership of the securities held by the other Reporting Persons..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider transactions did Medline Inc. (MDLN) report in this Form 4?
The filing reports conversions of Common Units of Medline Holdings, LP into Medline Inc. Class A common stock. These are non-cash exchanges under an existing agreement, not open-market purchases or sales, and reflect internal restructuring of indirect holdings by Blackstone-affiliated entities.
What happened to Medline Inc. Class B common stock in these MDLN transactions?
Each Common Unit was paired with a Class B common share that had voting rights but no economic value. When Common Units were converted into Class A shares, an equivalent number of Class B shares were automatically cancelled, simplifying the capital structure without affecting cash proceeds.
Were there any open-market buys or sells in this Medline (MDLN) Form 4?
No open-market purchases or sales are reported. The transactions are coded as conversions and other restructuring events, involving exchanges of partnership units into Class A stock at $0.00 per share, rather than trades executed in the public market.
Who are the reporting persons in this Medline Inc. (MDLN) insider filing?
The reporting persons are BX Mozart ML-1 Holdco L.P., Mozart Aggregator UNLV Holdco L.P., BX Mozart ML-1 Holdco GP L.L.C., and BCP Mozart Aggregator L.P. Footnotes explain their layered ownership structure and connections to Blackstone-managed entities and higher-tier holding companies.
Do Medline (MDLN) reporting persons claim full beneficial ownership of all reported shares?
No. Each reporting person disclaims beneficial ownership of securities held by other reporting persons, except to the extent of its pecuniary interest. They state that including these securities should not be deemed an admission of beneficial ownership for Section 16 or other legal purposes.