Carlyle funds trim Medline (MDLN) stake with 26.1M-share sale, retain large holding

Rhea-AI Filing Summary

Carlyle-affiliated investment funds reduced their indirect stake in Medline Inc. through a large open-market sale and a separate non-cash distribution. The funds sold 26,105,840 shares of Class A common stock at $41 per share in open-market or private transactions.

Separately, 2,113,483 shares were distributed pro rata for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to one of its limited partners under a lock-up agreement that restricts the distributed shares. After these transactions, the Carlyle-related entities together report indirect ownership of 125,454,241 Medline Class A shares.

Insights

Equity ownership analyst

Carlyle funds executed a sizable Medline share sale while retaining a large remaining position.

The Form 4 shows Carlyle-affiliated partnerships conducting an open-market or private sale of 26,105,840 Medline Class A shares at $41 per share. This is a strong-signal transaction because it is an active sale, not a mechanical event like option exercise or tax withholding.

In addition, 2,113,483 shares were moved via a pro-rata distribution for no consideration to a limited partner, described as being subject to lock-up restrictions. That J-code transaction is restructuring in nature and carries little directional signal. Following both moves, the reporting entities still hold 125,454,241 shares indirectly.

The scale of the sale is large in absolute terms, but its significance depends on Medline’s overall share count and the funds’ broader portfolio strategy, which are not detailed here. The remaining nine-figure shareholding indicates continued substantial exposure by these Carlyle-managed vehicles despite the disposition.

Insider Trade Summary

Net Seller: 26,105,840 shares ($1,070,339,440)

Net Sell 2 txns

Insider Carlyle Mozart Coinvestment Holdings, L.P., Carlyle Mozart Coinvestment UNLV Holdco, L.P., CP Circle UNLV Holdco, L.P., CPEP GP, LLC, CPEP Circle Holdings L.P.

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Sold 26,105,840 shs ($1.07B)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	26,105,840	$41.00	$1.07B
Other	Class A Common Stock	2,113,483	$0.00	--

Holdings After Transaction: Class A Common Stock — 127,567,724 shares (Indirect, See footnotes)

Footnotes (1)

1. Represents the following shares of the Issuer's Class A common stock ("Class A Common Stock") sold: (i) 2,020,349 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (ii) 2,014,853 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iii) 109,901 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 2,311,623 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 319,841 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 867,032 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 3,493,666 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 7,650,365 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 35,180 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (x) 7,283,030 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. 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 managed by TC Group VII S1, L.P. and CPEP GP, LLC, 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., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. CG Subsidiary Holdings L.L.C. is also the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by TC Group VII, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the managing member of CP Circle ML Holdco GP, LLC, which is the general partner of each of 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. and CP Circle ML-2 Holdco, L.P. TC Group VII, L.P. is also the managing member of CP Circle ML-1 Holdco GP, LLC, which is the general partner of CP Circle ML-1 Holdco, L.P. Following the sales reported herein, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. Represents a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. Pursuant to the terms of a lock-up agreement, the limited partner is bound to certain restrictions on the shares distributed, as set forth therein. Following the distribution reported herein, reflects (i) 14,011,611 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P.

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^*

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)
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		26,105,840(1)	D	$41	127,567,724	I	See footnotes(2)(3)(4)
Class A Common Stock	03/10/2026		J		2,113,483(5)	D	(5)	125,454,241	I	See footnotes(2)(3)(6)

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^*

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^*

Carlyle Mozart Coinvestment UNLV Holdco, 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 UNLV Holdco, 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^*

CPEP GP, LLC

(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^*

CPEP 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. Represents the following shares of the Issuer's Class A common stock ("Class A Common Stock") sold: (i) 2,020,349 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (ii) 2,014,853 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iii) 109,901 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 2,311,623 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 319,841 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 867,032 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 3,493,666 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 7,650,365 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 35,180 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (x) 7,283,030 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P.

2. 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 managed by TC Group VII S1, L.P. and CPEP GP, LLC, 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., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. CG Subsidiary Holdings L.L.C. is also the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.

3. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by TC Group VII, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the managing member of CP Circle ML Holdco GP, LLC, which is the general partner of each of 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. and CP Circle ML-2 Holdco, L.P. TC Group VII, L.P. is also the managing member of CP Circle ML-1 Holdco GP, LLC, which is the general partner of CP Circle ML-1 Holdco, L.P.

4. Following the sales reported herein, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P.

5. Represents a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. Pursuant to the terms of a lock-up agreement, the limited partner is bound to certain restrictions on the shares distributed, as set forth therein.

6. Following the distribution reported herein, reflects (i) 14,011,611 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P.

Remarks:

Due to the limitations of the electronic filing system, The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., TC Group Sub L.P., TC Group VII S1, L.L.C., TC Group VII S1, 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-1 Holdco GP, LLC, CP Circle ML-1 Holdco, L.P., CP Circle ML Holdco GP, LLC, CP Circle ML-2 Holdco, L.P., CP Circle ML-3 Holdco, L.P., CP Circle ML-4 Holdco, L.P., CP Circle ML-5 Holdco, L.P., CP Circle ML-6 Holdco, L.P. and CP Circle ML-7 Holdco, L.P. are filing a separate Form 4.

	Carlyle Mozart Coinvestment 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: /s/ Jeremy Anderson, Vice President	03/12/2026
	Carlyle Mozart Coinvestment UNLV Holdco, L.P., By: TC Group VII S1, L.P., its general partner, By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy Anderson, Vice President	03/12/2026
	CP Circle UNLV Holdco, L.P., By: TC Group VII S1, L.P., its general partner, By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy Anderson, Vice President	03/12/2026
	CPEP GP, LLC, By: /s/ Jeremy Anderson, Vice President	03/12/2026
	CPEP Circle Holdings L.P., By: CPEP GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Carlyle-affiliated holders report in this Medline (MDLN) Form 4?

They reported a large open-market or private sale of Medline Class A shares and a separate non-cash distribution. These moves reduced, but did not eliminate, their indirect holdings, which still total 125,454,241 shares after the reported transactions.

How many Medline (MDLN) shares did the Carlyle entities sell and at what price?

The Carlyle-affiliated entities sold 26,105,840 shares of Medline Class A common stock at a price of $41 per share. The transaction is coded as an open-market or private sale, indicating an active disposition rather than a purely mechanical adjustment.

What is the additional J-code transaction reported for Medline (MDLN) shares?

The J-code entry covers 2,113,483 Medline Class A shares, described as a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. The footnote notes the distributed shares are subject to lock-up restrictions under an existing agreement.

How many Medline (MDLN) shares do the Carlyle-related entities hold after these transactions?

After the reported sale and the pro-rata distribution, the Carlyle-affiliated entities together report indirect ownership of 125,454,241 Medline Class A common shares. This figure reflects the aggregate across multiple partnerships and holding vehicles listed in the filing’s detailed footnotes.

Were the Medline (MDLN) transactions by Carlyle entities open-market trades or internal transfers?

The filing shows both. One transaction is an S-code open-market or private sale at $41 per share. The other is a J-code pro-rata distribution for no consideration to a limited partner, which is an internal reallocation rather than a market trade.

Are the Carlyle entities considered major Medline (MDLN) shareholders in this Form 4?

Yes. Each reporting partnership is identified as a ten percent owner of Medline. Even after selling 26,105,840 shares and distributing 2,113,483 shares, the group collectively retains 125,454,241 Medline Class A shares through various affiliated investment vehicles.