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Medline Inc. reported a large shareholder sale of Class A common stock by investment entities that are ten percent owners. On May 28, 2026, the reporting entities executed open‑market or private sales totaling 33,317,824 shares of Class A common stock at a price of $36.5375 per share. A footnote explains these sales were made to underwriters in connection with the closing of a secondary offering at a public offering price of $37.00 per share, less underwriting discounts and commissions of $0.4625 per share.
The filing also reports an "other" transaction involving an in‑kind distribution of 438,214 shares of Class A common stock by Mozart Aggregator II LP to one of its investors and certain affiliated entities. Those distributees agreed in writing to be bound by the restrictions in an existing lock‑up agreement with the underwriters. The reporting persons state they disclaim beneficial ownership of securities held by other reporting persons except to the extent of their pecuniary interest.
Medline Inc. insiders reported a restructuring of their indirect holdings through conversions of partnership units into Class A common stock, with no open-market buying or selling. Blackstone-affiliated entities exchanged 1,489,924 and 9,858,774 Common Units of Medline Holdings, LP for the same number of Medline Class A shares at a stated price of $0.00 per share under an exchange agreement allowing one-for-one conversions that do not expire.
Each converted Common Unit had a corresponding share of Class B common stock, which carried voting rights but no economic value and was automatically cancelled on conversion. After these conversions, the entities report indirect ownership of Class A shares and remaining Common Units, while broadly disclaiming beneficial ownership of securities held by related reporting persons except to the extent of their pecuniary interest.
Medline Inc. and Blackstone-affiliated entities reported internal equity moves involving Medline Holdings, LP units and Medline Class A and Class B stock. On May 21, 2026, entities converted a total of 11,348,698 Common Units of Medline Holdings, LP into an equal number of Medline Class A common shares at a stated price of $0.0000 per unit.
The same number of Medline Class B common shares, which have one vote per share but no economic value, were automatically cancelled in connection with these exchanges. After the transactions, indirect Class A holdings for the reporting group remain large, including 109,250,239 Class A shares reported as held indirectly by one Blackstone-related entity.
Medline Inc. registers 72,554,594 shares of Class A common stock for resale by selling stockholders, seller‑paid offering (the company will receive no proceeds). The prospectus states a public offering price of $37.00 per share and an underwriter option to purchase up to an additional 10,883,189 shares.
The prospectus discloses 845,606,187 shares of Class A common stock outstanding as of May 4, 2026, provides underwriting terms, identifies selling stockholders and governance arrangements tied to Continuing Unitholders and Designating Stockholders, and incorporates historical financials and risk factors by reference.
Medline Inc. entities reported a large internal equity conversion involving 18,156,867 units. Mend Investment Holdings I, L.P. exchanged 18,156,867 Common Units of Medline Holdings, LP for an equal number of Medline Inc. Class A Common Stock at a stated price of $0.0000 per share.
In connection with this exchange, an equivalent 18,156,867 shares of Class B Common Stock held by Mend Investment Holdings I, L.P. were automatically cancelled. Class B shares carry one vote per share but have no economic value and are paired one-for-one with Common Units.
After these transactions, Mend Investment Holdings I, L.P. is shown holding 18,176,177 shares of Class A Common Stock and 82,453,349 Common Units indirectly, while related Hellman & Friedman funds report additional indirect Class A holdings through other entities. The filing reflects a restructuring and conversion of interests rather than open‑market buying or selling.
Medline Inc. is registering 60,000,000 shares of Class A common stock for resale by existing stockholders, with an underwriters’ option for up to 9,000,000 additional shares. As context, 845,606,187 shares of Class A common stock were outstanding as of May 4, 2026.
The company will not receive any proceeds from these sales; all proceeds will go to the selling stockholders, many of whom are private equity and institutional holders. Medline operates an UP-C structure, with public investors holding Class A shares and legacy owners retaining partnership Units in Medline Holdings.
Medline is a large provider of medical-surgical products and supply chain solutions, serving hospitals and other care settings through its Medline Brand and Supply Chain Solutions segments. For 2025, it generated $28.4 billion in net sales, $1.2 billion in net income, and $3.5 billion in Adjusted EBITDA, and reported $7.4 billion in net sales in the first quarter of 2026.
The Carlyle Group Inc. and affiliated reporting persons filed an amendment to a Schedule 13G disclosing beneficial ownership of Medline Inc. Class A common stock. The filing reports shared dispositive power of 187,083,713 shares (20.6%) held by certain Carlyle entities and additional shared positions of 145,591,597 shares (16.3%). The ownership disclosure cites 845,611,435 shares outstanding as of April 13, 2026 per the issuer's proxy statement and itemizes entity holdings such as 97,307,792, 50,719,101 and 48,283,805 shares among other affiliated funds and holdco vehicles. The amendment clarifies the fund/GP structure through which these positions are held and shared among reporting entities.
Medline Inc. ownership update: Abu Dhabi Investment Authority reports beneficial ownership of 41,355,340 shares of Class A Common Stock (including direct and shared holdings), representing 4.9% of the class. Platinum Falcon B 2018 RSC Limited reports 40,838,099 shares, representing 4.8%. The percent calculations are based on 845,611,435 shares outstanding as reported in Medline's March 6, 2026 prospectus.
Medline Inc. ownership disclosure: Hellman & Friedman-related reporting persons report beneficial ownership of 187,083,713 shares of Class A common stock as of March 31, 2026. The filing states the calculation base uses 845,611,435 shares outstanding from the issuer's March 6, 2026 prospectus plus 100,610,216 shares issuable upon exchange of Common Units.
The Amendment clarifies the allocation of holdings among affiliated entities (examples: HFCP X Parallel 74,496,172 shares; HFCP X Parallel-A 7,781,788 shares; Mend Partners II 4,176,227 shares) and describes exchange rights of Common Units into Class A shares.