Medline Inc. SEC Filings

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.

Carlyle Group Inc. and its affiliates report a significant stake in Medline Inc. They beneficially own 215,303,036 shares of Medline Class A common stock, representing 24.4% of the class. This is based on 811,418,179 Class A shares outstanding as of December 18, 2025 following Medline’s initial public offering.

The filing aggregates holdings across numerous Delaware and Cayman entities, including Carlyle Mozart Coinvestment funds and CP Circle ML vehicles. All reported shares and units are treated on a one-to-one basis into Class A stock, and voting and dispositive powers are reported as shared, with no sole authority.