STOCK TITAN

Blackstone-linked holders shift Medline (MDLN) units into Class A stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Medline Inc. large holders reported conversions of partnership units into Class A common stock. Under a December 16, 2025 exchange agreement, holders of Common Units of Medline Holdings, LP may exchange units one-for-one for Medline Class A common stock, with customary anti-dilution adjustments.

On March 4 and 5, 2026, affiliated investment entities managed by Blackstone converted sizeable blocks of Common Units into Class A shares at a stated price of $0.00 per share, including 7,166,716 Common Units on March 4 and 1,075,007 on March 5. Matching numbers of Class B common shares, which have voting rights but no economic value, were automatically cancelled upon each conversion.

The report shows these securities are held indirectly through multiple Mozart and Blackstone-sponsored holding partnerships and limited liability companies, with one line item indicating 125,729,322 shares of Class A common stock held indirectly as of March 4, 2026.

Positive

  • None.

Negative

  • None.
Insider BCP 8 Holdings Mozart Manager L.L.C., BMA VIII L.L.C., Blackstone Holdings II L.P., Blackstone Holdings I/II GP L.L.C., Blackstone Inc., Blackstone Group Management L.L.C., SCHWARZMAN STEPHEN A
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Conversion Common Units of Medline Holdings, LP 1,075,007 $0.00 --
Conversion Common Units of Medline Holdings, LP 162,462 $0.00 --
Conversion Class A Common Stock 1,075,007 $0.00 --
Conversion Class A Common Stock 162,462 $0.00 --
Other Class B Common Stock 1,075,007 $0.00 --
Other Class B Common Stock 162,462 $0.00 --
Conversion Common Units of Medline Holdings, LP 7,166,716 $0.00 --
Conversion Common Units of Medline Holdings, LP 1,083,082 $0.00 --
Conversion Class A Common Stock 7,166,716 $0.00 --
Conversion Class A Common Stock 1,083,082 $0.00 --
Other Class B Common Stock 7,166,716 $0.00 --
Other Class B Common Stock 1,083,082 $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 — 54,629,402 shares (Indirect, See Footnotes); Class A Common Stock — 8,251,908 shares (Indirect, See Footnotes); Class B Common Stock — 54,629,402 shares (Indirect, See Footnotes)
Footnotes (1)
  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.
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*
BCP 8 Holdings Mozart Manager L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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)
03/04/2026
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 03/04/2026 C 7,166,716 A (1) 7,176,901 I See Footnotes(2)(4)(5)(6)
Class A Common Stock 03/04/2026 C 1,083,082 A (1) 1,084,621 I See Footnotes(3)(4)(5)(6)
Class B Common Stock 03/04/2026 J(10) 7,166,716 D (10) 55,704,409 I See Footnotes(2)(4)(5)(6)
Class B Common Stock 03/04/2026 J(10) 1,083,082 D (10) 8,418,425 I See Footnotes(3)(4)(5)(6)
Class A Common Stock 03/05/2026 C 1,075,007 A (1) 8,251,908 I See Footnotes(2)(4)(5)(6)
Class A Common Stock 03/05/2026 C 162,462 A (1) 1,247,083 I See Footnotes(3)(4)(5)(6)
Class B Common Stock 03/05/2026 J(10) 1,075,007 D (10) 54,629,402 I See Footnotes(2)(4)(5)(6)
Class B Common Stock 03/05/2026 J(10) 162,462 D (10) 8,255,963 I See Footnotes(3)(4)(5)(6)
Class A Common Stock 125,729,322 I See Footnotes(4)(5)(6)(7)
Class A Common Stock 14,394,340 I See Footnotes(4)(5)(6)(8)
Class A Common Stock 2,795,018 I See Footnotes(4)(5)(6)(9)
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 (1) 03/04/2026 C 7,166,716 (1) (1) Class A Common Stock 7,166,716 $0 55,704,409 I See Footnotes(2)(4)(5)(6)
Common Units of Medline Holdings, LP (1) 03/04/2026 C 1,083,082 (1) (1) Class A Common Stock 1,083,082 $0 8,418,425 I See Footnotes(3)(4)(5)(6)
Common Units of Medline Holdings, LP (1) 03/05/2026 C 1,075,007 (1) (1) Class A Common Stock 1,075,007 $0 54,629,402 I See Footnotes(2)(4)(5)(6)
Common Units of Medline Holdings, LP (1) 03/05/2026 C 162,462 (1) (1) Class A Common Stock 162,462 $0 8,255,963 I See Footnotes(3)(4)(5)(6)
1. Name and Address of Reporting Person*
BCP 8 Holdings Mozart Manager L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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*
BMA VIII L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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*
Blackstone Holdings II L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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*
Blackstone Holdings I/II GP L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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*
Blackstone Inc.

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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*
Blackstone Group Management L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(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. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.
BCP 8 HOLDINGS MOZART MANAGER L.L.C., By: BMA VIII L.L.C., its managing member, By: /s/ Christopher Striano Name: Christopher Striano Title: Senior Managing Director and Chief Operating Officer of Global Finance 03/06/2026
BMA VIII L.L.C., By: /s/ Christopher Striano Name: Christopher Striano Title: Senior Managing Director and Chief Operating Officer of Global Finance 03/06/2026
BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 03/06/2026
BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 03/06/2026
BLACKSTONE INC., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 03/06/2026
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Victoria Portnoy, Name: Victoria Portnoy, Title: Managing Director - Assistant Secretary 03/06/2026
/s/ Stephen A. Schwarzman 03/06/2026
** 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.

FAQ

What insider transactions did Medline Inc. (MDLN) report in this Form 4?

Medline Inc. reported that affiliated investment entities converted Common Units of Medline Holdings, LP into Class A common stock. These were derivative conversions at a stated price of $0.00 per share, moving interests from partnership units into publicly traded equity.

Who are the reporting persons in Medline Inc. (MDLN) March 2026 Form 4?

The reporting group includes BCP 8 Holdings Mozart Manager L.L.C., BMA VIII L.L.C., several Blackstone Holdings entities, Blackstone Inc., Blackstone Group Management L.L.C., and Stephen A. Schwarzman, each reporting indirect interests through various Mozart and Blackstone-managed holding vehicles.

How does the Medline Holdings, LP exchange agreement work for MDLN investors?

The exchange agreement dated December 16, 2025 allows holders to exchange Medline Holdings, LP Common Units for Medline Inc. Class A common stock on a one-for-one basis. The rate is subject to customary adjustments for stock splits, stock dividends, and reclassifications, and the exchange rights do not expire.

What happened to Medline Inc. (MDLN) Class B common stock in these transactions?

For each Common Unit converted, one share of Medline Class B common stock, which carries one vote but no economic value, was automatically cancelled. This means voting-only Class B shares decreased as economic interests shifted into Class A common stock during the reported conversions.

How many Medline Inc. (MDLN) shares are indirectly held after these conversions?

The filing shows several indirect holdings across affiliated entities. One reported line indicates 125,729,322 shares of Medline Class A common stock held indirectly as of March 4, 2026, reflecting aggregated positions within the reporting structures after the unit-for-share conversions.

Do Medline Inc. (MDLN) reporting persons claim full beneficial ownership of all reported shares?

The reporting persons state that, except where they directly hold securities, they disclaim beneficial ownership of securities held by other reporting persons beyond any pecuniary interest. They note that including these securities should not be considered an admission of full beneficial ownership for Section 16 purposes.
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