Carlyle funds move large Medline (MDLN) holdings to affiliate entities

Rhea-AI Filing Summary

Carlyle-affiliated 10% owners of Medline Inc. reported large internal transfers of their holdings with no cash changing hands. On January 16, 2026, Carlyle Mozart Coinvestment Holdings, L.P. transferred 17,636,833 shares of Class A Common Stock to an affiliated entity for no consideration under a lock-up agreement, and continued to hold shares afterward. CP Circle Holdings, L.P. similarly transferred 9,454 shares of Class A Common Stock and 55,557,381 Common Units of Medline Holdings, LP with a corresponding number of Class B Common Stock shares to an affiliated entity for no consideration, also subject to lock-up restrictions, and retained reduced positions.

Each Common Unit is paired with one Class B share that has voting rights but no economic value, and holders can exchange Common Units into Class A Common Stock on a one-for-one basis under an exchange agreement dated December 16, 2025, with exchange rights that do not expire.

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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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^*

Carlyle Mozart Coinvestment 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	X	10% Owner
	Officer (give title below)		Other (specify below)

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		17,636,833(1)	D	(1)	31,539,608(2)	I	See footnote(3)
Class A Common Stock	01/16/2026		J		9,454(4)	D	(4)	2,615(5)	I	See footnote(3)
Class B Common Stock(6)	01/16/2026		J		55,557,381(4)	D	(4)	15,369,974(5)	I	See footnote(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
Common Units of Medline Holdings, LP	(7)	01/16/2026		J			55,557,381(4)	(7)	(7)	Class A Common Stock	55,557,381	(4)	15,369,974(5)	I	See footnote(3)

1. Name and Address of Reporting Person^*

Carlyle Mozart Coinvestment 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 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 a transfer of shares of Class A Common Stock held by Carlyle Mozart Coinvestment 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. Reflects the shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P. following the transfer of securities reported herein.

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 Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P.

4. Reflects a transfer of shares of Class A Common Stock and Common Units and corresponding number of shares of Class B Common Stock held 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.

5. Reflects the shares of Class A Common Stock and Common Units and corresponding number of shares of Class B Common Stock held by CP Circle Holdings, L.P. following the transfer of securities reported herein.

6. Shares of 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 Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.

7. 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.

Remarks:

In future Section 16 filings, the Reporting Persons will file jointly with The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., TC Group Sub L.P., TC Group VII S1, L.L.C., TC Group VII S1, L.P., TC Group VIII Lux GP, S.a r.l., CPEP GP, LLC, CPEP Circle Holdings L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VII, L.L.C., TC Group VII, L.P., CP Circle ML Holdco GP, LLC, CP Circle ML-7 Holdco, L.P., CP Circle ML-6 Holdco, L.P., CP Circle ML-5 Holdco, L.P., CP Circle ML-4 Holdco, L.P., CP Circle ML-3 Holdco, L.P., CP Circle ML-2 Holdco, L.P., CP Circle ML-1 Holdco GP, LLC and CP Circle ML-1 Holdco, L.P.

	Carlyle Mozart Coinvestment Holdings, L.P., By: TC Group VII S1, L.P., its general partner, 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, /s/ Anne Frederick, Managing Director	01/21/2026
	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: TC Group Sub L.P., its managing member, By: TC Group, L.L.C., its general partner, 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) report on January 16, 2026?

The filing reports that Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P., both 10% owners of Medline, transferred large blocks of Medline-related securities to affiliated entities on January 16, 2026 for no consideration, under existing lock-up agreements.

How many Medline (MDLN) Class A shares did Carlyle Mozart Coinvestment Holdings, L.P. transfer?

Carlyle Mozart Coinvestment Holdings, L.P. transferred 17,636,833 shares of Class A Common Stock of Medline Inc. to an affiliated entity for no consideration, with the affiliate subject to lock-up restrictions on those securities.

What securities did CP Circle Holdings, L.P. move in this Medline (MDLN) Form 4 filing?

CP Circle Holdings, L.P. transferred 9,454 shares of Class A Common Stock and 55,557,381 Common Units of Medline Holdings, LP with a corresponding number of Class B Common Stock shares to an affiliated entity for no consideration, all subject to lock-up agreement restrictions.

Do the Medline (MDLN) insider transfers involve cash proceeds?

No. The footnotes state that the transfers of Class A Common Stock, Common Units, and related Class B Common Stock by the Carlyle-affiliated entities to their affiliates were made for no consideration.

What is the role of Class B Common Stock in Medline (MDLN)?

According to the disclosure, Class B Common Stock has no economic value but carries one vote per share. One share of Class B is issued for each Common Unit, and when Common Units are exchanged for Class A Common Stock, the corresponding Class B shares are automatically cancelled.

Can Medline Holdings, LP Common Units be exchanged for Medline (MDLN) Class A shares?

Yes. Under an exchange agreement dated December 16, 2025, holders may exchange their Common Units of Medline Holdings, LP for Class A Common Stock of Medline Inc. on a one-for-one basis, subject to customary adjustment provisions. The filing notes that these exchange rights do not expire.

Why are Carlyle entities listed as 10% owners of Medline (MDLN) in this Form 4?

The filing identifies Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P. as 10% owners of Medline Inc. and explains through a detailed ownership chain that they are controlled through entities ultimately linked to The Carlyle Group Inc.