Medline Inc. is registering 75,000,000 shares of its Class A common stock for resale by the selling stockholders. The prospectus states the public offering price is $41.00 per share and that Medline will receive no proceeds from these sales. The underwriters have a 30-day option to purchase up to an additional 11,250,000 shares. The prospectus cites 811,647,534 shares outstanding as of February 23, 2026 and references an as-reported closing price of $42.88 on March 4, 2026.
Medline Inc. is registering 75,000,000 shares of Class A common stock for resale by selling stockholders in a secondary offering. The underwriters may purchase up to an additional 11,250,000 shares from these holders. Medline’s Class A stock trades on Nasdaq under the symbol “MDLN,” and the closing price on February 26, 2026 was $48.89 per share.
Medline will not receive any proceeds from the sale; certain selling stockholders will first exchange partnership Common Units for Class A shares, reflecting the company’s UP‑C structure. As of February 23, 2026, 811,647,534 shares of Class A common stock were outstanding. For 2025, Medline reported net sales of $28.4 billion, net income of $1.2 billion, and Adjusted EBITDA of $3.5 billion, supported by a large med‑surg product portfolio and Prime Vendor distribution model.
Medline Inc. files an annual report outlining its business, structure, and key risks following its 2025 IPO. The company is a Delaware holding company whose sole material assets are equity interests in Medline Holdings, LP, which it controls as general partner.
Medline reports two main segments: Medline Brand, offering about 190,000 proprietary med‑surg products, and Supply Chain Solutions, offering about 145,000 third‑party products and optimization services. A Prime Vendor model with multi‑year contracts and a large U.S. distribution network underpins its strategy and supports a high reported retention rate.
The filing highlights extensive regulatory oversight, substantial indebtedness, and global operational, cybersecurity, and data‑privacy risks. As of December 17, 2025, non‑affiliate Class A common stock had an estimated market value of about $13.0 billion, and as of February 23, 2026 there were 811,647,534 Class A and 502,045,878 Class B shares outstanding.
Medline Inc. reported strong 2025 sales growth but weaker margins while completing its IPO. Full-year net sales rose to $28.4 billion, up 11.5% from $25.5 billion, with Organic Sales up 10.5%. Adjusted EBITDA increased 3.2% to $3.5 billion, while net income slipped 3.6% to $1.2 billion as tariffs and higher operating costs weighed on profitability.
For the fourth quarter, net sales grew 14.8% to $7.8 billion, but net income fell 37.7% to $180 million and Adjusted EBITDA was essentially flat at $805 million. Medline completed its initial public offering, ended 2025 with $1.7 billion in operating cash flow and $1.3 billion in Free Cash Flow, and reduced net debt to $10.8 billion, lowering Net Leverage to 3.1x from 4.9x. For 2026, the company targets 8–9% Organic Sales growth and Adjusted EBITDA of $3.5–$3.6 billion.
Medline Inc. reported initial insider holdings for major investors Mozart Aggregator UNLV Holdco L.P. and Mozart Aggregator II UNLV Holdco L.P. The filing shows indirect ownership of Class A and Class B common stock and common units of Medline Holdings, L.P. Internal contributions among related Blackstone-affiliated entities moved these securities into the Holdco vehicles, but the notes state no Medline securities were purchased or sold in the market and that holders are subject to a lock-up agreement. Class B shares carry voting rights but no economic value and are paired one-for-one with common units that can be exchanged into Class A shares under an exchange agreement.
Medline Inc. received a Schedule 13G disclosure showing a Hellman & Friedman–affiliated group reporting beneficial ownership of 215,303,036 shares of Class A common stock, or 23.2% of the class as of 12/31/2025.
The stake is held through several investment vehicles, including HFCP X (Parallel), HFCP X (Parallel - A), Mend Partners II and Mend Investment Holdings I. Part of the position comes from 115,788,967 shares of Class A stock that are issuable upon one-for-one exchange of Common Units of Medline Holdings L.P., paired with non‑economic Class B shares that carry one vote each.
Carlyle-affiliated investment entities report a major stake in Medline Inc. Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. together indirectly hold 15,417,129 shares of Class A common stock and 15,369,974 shares of Class B common stock and related Common Units.
Class B shares provide one vote per share but no economic value and are paired one-for-one with Common Units. Under a December 16, 2025 exchange agreement, holders may exchange Common Units for Class A shares on a one-for-one basis, and the exchange rights do not expire.
CP Circle Holdings, L.P., a former large Medline holder, reported internal transfers of its Medline-related interests to an affiliated entity. On February 11, 2026, it moved 2,615 shares of Class A common stock, 15,369,974 shares of Class B common stock, and 15,369,974 Common Units of Medline Holdings, LP for no consideration under a lock-up agreement.
The filing states that after these transfers CP Circle Holdings, L.P. no longer beneficially owns Medline securities. Class B shares carry one vote per share and no economic value, and are paired one-for-one with Common Units. Common Units are exchangeable into Class A shares on a one-for-one basis under an exchange agreement.
Carlyle Mozart Coinvestment Holdings, L.P., a 10% owner of Medline Inc. (Class A Common Stock), reported an internal share transfer. On February 11, 2026, it transferred 15,414,514 Class A shares to an affiliated entity for no consideration, described as part of a lock-up arrangement.
After this transaction, Carlyle Mozart Coinvestment Holdings, L.P. directly beneficially owned 16,125,094 Class A shares. The affiliated entity receiving the shares is subject to transfer restrictions under a lock-up agreement. Future Section 16 reports are expected to be filed jointly with multiple related Carlyle entities.