Hellman & Friedman funds trim Medline (MDLN) stake with 31.9M-share sale
Rhea-AI Filing Summary
Medline Inc. large shareholders affiliated with Hellman & Friedman reported significant open-market sales of Class A Common Stock alongside internal reallocations. On May 28, 2026, affiliated funds sold a combined 31,868,237 shares at an effective price of $36.5375 per share, reflecting the $37.00 secondary public offering price less a $0.4625 underwriting discount. The transactions were executed through an underwritten public offering, with sales attributed to entities including Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., Mend Partners II, L.P., and Mend Investment Holdings I, L.P. The filing also notes in-kind distributions of shares from certain funds to their ultimate partners and shareholders, and that distributed shares (other than a small charitable portion) are subject to a lock-up agreement with the underwriters.
Positive
- None.
Negative
- None.
Insights
Large Medline stake sold via secondary, with funds retaining positions and lock-up on distributed shares.
The filing shows affiliated Hellman & Friedman funds selling 31,868,237 Medline Class A shares at an effective price of $36.5375 per share on May 28, 2026, using an underwritten secondary public offering. These are open-market or private sale transactions by fund vehicles, not individual insiders.
Post-sale, the entities still report sizable indirect holdings, such as 62,591,526 shares for Hellman & Friedman Capital Partners X (Parallel), L.P. and 6,519,062 shares for HFCP X (Parallel - A), L.P. Footnotes describe a multi-entity structure where a board of Investors X Ltd. has voting and investment discretion.
Footnotes also describe in-kind distributions of shares to ultimate partners and shareholders that were exempt from reporting under Rule 16a-13 and are generally subject to a lock-up agreement with the underwriters in connection with the secondary offering. Only a small portion, less than 1% of outstanding stock delivered to charitable organizations, is excluded from these restrictions.
Insider Trade Summary
Net Seller: 33,756,038 shares
Net Sell
7 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
Sold
31,868,237 shs ($1.16B)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 17,947,337 | $36.5375 | $655.75M |
| Sale | Class A Common Stock | 753,528 | $36.5375 | $27.53M |
| Sale | Class A Common Stock | 11,904,646 | $36.5375 | $434.97M |
| Sale | Class A Common Stock | 1,262,726 | $36.5375 | $46.14M |
| Other | Class A Common Stock | 209,530 | $0.00 | $0.00 |
| Other | Class A Common Stock | 1,536,907 | $0.00 | $0.00 |
| Other | Class A Common Stock | 141,364 | $0.00 | $0.00 |
Holdings After Transaction:
Class A Common Stock — 3,422,699 shares (Indirect, By Mend Partners II, L.P.);
Class A Common Stock — 19,310 shares (Indirect, By Mend Investment Holdings I, L.P.);
Class A Common Stock — 61,054,619 shares (Indirect, By Hellman & Friedman Capital Partners X (Parallel), L.P.);
Class A Common Stock — 6,377,698 shares (Indirect, By HFCP X (Parallel - A), L.P.)
Footnotes (5)
- F1. This amount represents the $37.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.4625 per share sold by the Reporting Persons in connection with an underwritten public offering.
- F2. 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.
- F3. (Continued from footnote 2) 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.
- F4. On May 28, 2026, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F5. The recipients of the shares of Class A Common Stock distributed pursuant to footnote 4 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the underwritten public offering of the Issuer referred to above, provided that shares constituting less than 1% of the Issuer's outstanding common stock in the aggregate that are being delivered to charitable organizations will not be subject to such restrictions.
Key Figures
Shares sold (total): 31,868,237 shares
Effective sale price: $36.5375 per share
Offering price: $37.00 per share
+5 more
8 metrics
Shares sold (total)
31,868,237 shares
Aggregate Medline Class A shares sold by affiliated funds on May 28, 2026
Effective sale price
$36.5375 per share
Secondary public offering price of $37.00 less $0.4625 underwriting discount
Offering price
$37.00 per share
Secondary public offering price for Medline Class A Common Stock
Underwriting discount
$0.4625 per share
Discount deducted from $37.00 offering price for selling shareholders
HFCP X (Parallel) holdings
62,591,526 shares
Class A shares indirectly held after transactions
HFCP X (Parallel - A) holdings
6,519,062 shares
Class A shares indirectly held after transactions
Mend Partners II holdings
3,422,699 shares
Class A shares indirectly held after transactions
Restructuring-related shares
1,887,801 shares
Shares involved in other J-code restructurings on May 28, 2026
Key Terms
secondary public offering price, underwriting discount, underwritten public offering, Rule 16a-13, +2 more
6 terms
secondary public offering price financial
"This amount represents the $37.00 secondary public offering price per share of Class A common stock"
underwriting discount financial
"less the underwriting discount of $0.4625 per share sold by the Reporting Persons"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
underwritten public offering financial
"sold by the Reporting Persons in connection with an underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
Rule 16a-13 regulatory
"was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934"
lock-up agreement financial
"have agreed to be subject to a lock-up agreement with the representatives of the several underwriters"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
beneficial ownership regulatory
"Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Medline Inc. (MDLN) insiders report in this Form 4?
The Form 4 reports that funds affiliated with Hellman & Friedman sold 31,868,237 shares of Medline Class A Common Stock at $36.5375 per share on May 28, 2026, through an underwritten secondary public offering, while retaining substantial remaining indirect holdings.
What is the role of Rule 16a-13 in the Medline (MDLN) Form 4?
The filing explains that certain in-kind distributions of Medline Class A shares from funds to their ultimate partners and shareholders were exempt from reporting under Rule 16a-13 of the Exchange Act, meaning those receipt transactions themselves did not require separate Form 4 reporting.