Carlyle entities shift Medline (MDLN) holdings via unit-for-share conversions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Carlyle-affiliated investment entities that are 10% owners of Medline Inc. reported non-cash conversions of partnership units into Medline equity. On March 4, 2026 they converted 8,085,116 Common Units of Medline Holdings, LP into the same number of shares of Medline Class A common stock at a stated price of $0.00 per share.
On March 5, 2026 they converted an additional 1,212,767 Common Units into an equal number of Class A shares, again at $0.00 per share. In connection with these exchanges, an equivalent number of Class B common shares, which have no economic value and one vote per share, were cancelled as the corresponding Common Units were exchanged.
Positive
- None.
Negative
- None.
Insider Trade Summary
9,297,883 shares exercised/converted
Mixed
6 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
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Common Units of Medline Holdings, LP | 1,212,767 | $0.00 | -- |
| Conversion | Class A Common Stock | 1,212,767 | $0.00 | -- |
| Other | Class B Common Stock | 1,212,767 | $0.00 | -- |
| Conversion | Common Units of Medline Holdings, LP | 8,085,116 | $0.00 | -- |
| Conversion | Class A Common Stock | 8,085,116 | $0.00 | -- |
| Other | Class B Common Stock | 8,085,116 | $0.00 | -- |
Holdings After Transaction:
Common Units of Medline Holdings, LP — 61,629,472 shares (Indirect, See footnotes);
Class A Common Stock — 153,673,564 shares (Indirect, See footnotes);
Class B Common Stock — 61,629,472 shares (Indirect, See footnotes)
Footnotes (1)
- Reflects the following exchange of common units of Medline Holdings, LP ("Common Units") to an equivalent number of shares of the Issuer's Class A common stock ("Class A Common Stock") on March 4, 2026: (i) 1,752,046 Common Units to Class A Common Stock held by CP Circle UNLV Holdco, L.P. and (ii) 6,333,070 Common Units to Class A Common Stock held by CP Circle ML-1 Holdco, L.P. 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. 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 transactions reported on March 4, 2026, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (continued in footnote 6) (continued from footnote 5) (x) 1,754,661 shares of Class A Common Stock and 13,617,928 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and (xi) 6,342,524 shares of Class A Common Stock and 49,224,311 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, 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 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. Represents a cancellation of shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and CP Circle ML-1 Holdco, L.P. as a result of an exchange of an equivalent number of Common Units to shares of Class A Common Stock. Reflects the following exchange of Common Units to an equivalent number of shares of Class A Common Stock on March 5, 2026: (i) 262,807 Common Units to Class A Common Stock held by CP Circle UNLV Holdco, L.P. and (ii) 949,960 Common Units to Class A Common Stock held by CP Circle ML-1 Holdco, L.P. Following the transactions reported on March 5, 2026, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (continued in footnote 11) (continued from footnote 10) (x) 2,017,468 shares of Class A Common Stock and 13,355,121 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and (xi) 7,292,484 shares of Class A Common Stock and 48,274,351 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.
FAQ
What insider transactions did Medline (MDLN) report in this Form 4?
The Form 4 reports non-cash conversions by Carlyle-affiliated 10% owners, exchanging Medline Holdings, LP Common Units for Medline Class A common stock. Related Class B shares were cancelled in matching amounts as the units were exchanged, reflecting internal capital structure changes rather than open-market trades.
Were the Medline (MDLN) insider conversions open-market buys or sales?
The transactions were reported as derivative conversions at $0.00 per share, not open-market buys or sales. Common Units of Medline Holdings, LP were exchanged one-for-one into Medline Class A stock under an exchange agreement, with matching Class B shares cancelled.
What happens to Medline (MDLN) Class B common stock in these exchanges?
Each Common Unit has a paired Class B share with no economic value and one vote. When a Common Unit is exchanged for a Class A share, the corresponding Class B share is automatically cancelled, reducing Class B count while increasing publicly economic Class A shares.
Who are the reporting persons in this Medline (MDLN) Form 4?
The reporting persons are Carlyle-affiliated entities, including Carlyle Mozart Coinvestment Holdings, L.P., Carlyle Mozart Coinvestment UNLV Holdco, L.P., CP Circle UNLV Holdco, L.P., CPEP GP, LLC and CPEP Circle Holdings L.P., each identified as a ten percent owner of Medline Inc.
What does the Medline (MDLN) exchange agreement allow holders to do?
The exchange agreement dated December 16, 2025 gives holders the right to exchange Medline Holdings, LP Common Units into Medline Class A common stock on a one-for-one basis. The conversion rate adjusts for stock splits, stock dividends and reclassifications, and the exchange rights do not expire.