Hellman & Friedman reports 19.8% stake in Medline

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.

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Analyst

Consolidated ownership disclosure clarifies affiliated holdings and exchange rights.

The Amendment restates Item 4 to attribute an aggregate 187,083,713 shares of Class A common stock to a network of Hellman & Friedman and Mend entities as of March 31, 2026. It details entity relationships that produce attribution through general-partner and managing-member roles.

Key dependencies include the exchange agreement giving Mend Investment I the right to convert Common Units into Class A shares one-for-one; future changes in unit exchanges will alter the public float. Subsequent filings will show any exercises or exchanges.

Securities Structuring Expert

Disclosure highlights how Common Units create potential share issuance upon exchange.

The filing quantifies 100,610,216 shares issuable upon exchange of Common Units held by Mend Investment I under an exchange agreement dated December 16, 2025. Those rights are perpetual and tied one-for-one to Class A shares.

This structure means the stated ownership figure includes both currently held Class A shares and shares subject to conversion; cash‑flow treatment and timing of any exchanges are not stated in the excerpt.

Key Figures

Aggregate beneficial ownership: 187,083,713 shares Shares outstanding used for percent: 845,611,435 shares Shares issuable on exchange: 100,610,216 shares +3 more

6 metrics

Aggregate beneficial ownership 187,083,713 shares Beneficially owned as of March 31, 2026

Shares outstanding used for percent 845,611,435 shares Class A shares outstanding per issuer's March 6, 2026 prospectus

Shares issuable on exchange 100,610,216 shares Issuable to Mend Investment I upon exchange of Common Units

HFCP X Parallel holdings 74,496,172 shares Held by HFCP X Parallel as listed on cover page

HFCP X Parallel-A holdings 7,781,788 shares Held by HFCP X Parallel-A as listed on cover page

Mend Partners II holdings 4,176,227 shares Held by Mend Partners II as listed on cover page

Key Terms

Common Units, Class B Common Stock, Beneficially own, exchange agreement, +1 more

5 terms

Common Units financial

"shares of Class A Common Stock issuable to Mend Investment I upon exchange for Common Units"

Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.

Class B Common Stock financial

"Shares of the Class B Common Stock have no economic value and have one vote per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Beneficially own regulatory

"the Reporting Persons may have been deemed to beneficially own an aggregate of 187,083,713 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

exchange agreement legal

"pursuant to the terms of an exchange agreement, dated as of December 16, 2025"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

managing member corporate

"HFCP X is the managing member of Mend Investment GP"

A managing member is an owner of a limited liability company (LLC) who also has the authority and responsibility to run the company’s day-to-day operations and make business decisions on behalf of the LLC. For investors, this matters because the managing member holds the key decision-making power and accountability—like a team captain who both owns part of the team and calls the plays—which affects strategy, risk, and how quickly the company can act.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Hellman & Friedman report in Medline (MDLN)?

The filing reports an aggregate beneficial ownership of 187,083,713 shares of Class A common stock as of March 31, 2026. This total reflects holdings across affiliated Hellman & Friedman and Mend entities and issuable shares tied to Common Units.

How was the percent ownership calculated for Medline (MDLN)?

Percentages are calculated using 845,611,435 Class A shares outstanding from the issuer's March 6, 2026 prospectus plus 100,610,216 shares issuable on exchange of Common Units. The Amendment states that calculation method in Item 4(b).

Which affiliated entities hold shares reported in the amendment for MDLN?

Examples shown include HFCP X Parallel holding 74,496,172 shares, HFCP X Parallel-A holding 7,781,788 shares, and Mend Partners II holding 4,176,227 shares. Multiple related partnerships and GP/manager entities are listed as reporting persons.

What are the Common Units and how do they affect MDLN share counts?

Common Units held by Mend Investment I are paired with Class B common stock and are exchangeable one‑for‑one into Class A shares under the December 16, 2025 exchange agreement. 100,610,216 shares are reported issuable upon such exchange.

Who signed the Schedule 13G/A amendment for Medline (MDLN)?

The Amendment is signed by Jacob Best, Vice President of H&F Corporate Investors X, Ltd., on behalf of the reporting persons. Multiple signature blocks repeat his signature and title with date 05/06/2026 in the excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/06/2026 - 09:07 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Medline Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

58507V107

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Hellman & Friedman Capital Partners X (Parallel), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 74,496,172.00
6	Shared Voting Power
7	Sole Dispositive Power 74,496,172.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

74,496,172.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

HFCP X (Parallel - A), L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 7,781,788.00
6	Shared Voting Power
7	Sole Dispositive Power 7,781,788.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,781,788.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Mend Partners II, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,176,227.00
6	Shared Voting Power
7	Sole Dispositive Power 4,176,227.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,227.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Mend Investment Holdings I, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 100,629,526.00
6	Shared Voting Power
7	Sole Dispositive Power 100,629,526.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

100,629,526.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Hellman & Friedman Investors X, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 187,083,713.00
6	Shared Voting Power
7	Sole Dispositive Power 187,083,713.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

187,083,713.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Mend Partners GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,176,227.00
6	Shared Voting Power
7	Sole Dispositive Power 4,176,227.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,176,227.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.4 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Mend Investment Holdings GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 100,629,526.00
6	Shared Voting Power
7	Sole Dispositive Power 100,629,526.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

100,629,526.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

Hellman & Friedman Capital Partners X, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 100,629,526.00
6	Shared Voting Power
7	Sole Dispositive Power 100,629,526.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

100,629,526.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 58507V107

1

Names of Reporting Persons

H&F Corporate Investors X, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 187,083,713.00
6	Shared Voting Power
7	Sole Dispositive Power 187,083,713.00
8	Shared Dispositive Power

9

Aggregate Amount Beneficially Owned by Each Reporting Person

187,083,713.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.8 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Medline Inc.
(b)	Address of issuer's principal executive offices: 3 Lakes Drive, Northfield, Illinois 60093
Item 2.
(a)	Name of person filing: This Amendment No. 1 ("Amendment") amends the initial statement on Schedule 13G (the "Schedule 13G") jointly filed on February 13, 2026 by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (i) Hellman & Friedman Capital Partners X (Parallel), L.P., a Cayman Islands exempted limited partnership ("HFCP X Parallel"); (ii) HFCP X (Parallel - A), L.P., a Delaware limited partnership ("HFCP X Parallel-A"); (iii) Mend Partners II, L.P., a Delaware limited partnership ("Mend Partners II"); (iv) Mend Investment Holdings I, L.P., a Delaware limited partnership ("Mend Investment I"); (v) Hellman & Friedman Investors X, L.P., a Cayman Islands exempted limited partnership ("Investors X GP"); (vi) Mend Partners GP, LLC, a Delaware limited liability company ("Mend GP"); (vii) Mend Investment Holdings GP, LLC, a Delaware limited liability company ("Mend Investment GP"); (viii) Hellman & Friedman Capital Partners X, L.P., a Cayman Islands exempted limited partnership ("HFCP X"); and (ix) H&F Corporate Investors X, Ltd., a Cayman Islands exempted company ("Investors X Ltd."). Investors X GP is the general partner of HFCP X Parallel and HFCP X Parallel-A. Mend GP is the general partner of Mend Partners II. Investors X GP is the managing member of Mend GP. Mend Investment GP is the general partner of Mend Investment I. HFCP X is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. Investors X Ltd. is the general partner of Investors X GP. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13G. Except as set forth herein, the Schedule 13G is unmodified.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is c/o Hellman & Friedman LLC, 415 Mission Street, Suite 5700, San Francisco, CA 94105
(c)	Citizenship: See Item 2(a)
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP No.: 58507V107
Item 4.	Ownership
(a)	Amount beneficially owned: Item 4(a) of the Schedule 13G is hereby amended and restated as follows: The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Amendment is incorporated by reference into this Item 4. As of March 31, 2026, the Reporting Persons may have been deemed to beneficially own an aggregate of 187,083,713 shares of the Class A common stock of Medline Inc. (the "Class A Common Stock"), consisting of: (i) 74,496,172 shares of the Class A Common Stock held by HFCP X Parallel, (ii) 7,781,788 shares of Class A Common Stock held by HFCP X Parallel-A, (iii) 4,176,227 shares of Class A Common Stock held by Mend Partners II, (iv) 19,310 shares of Class A Common Stock held by Mend Investment I, and (v) 100,610,216 shares of Class A Common Stock issuable to Mend Investment I upon exchange for an equal number of the common units of Medline Holdings L.P. (the "Common Units") held by Mend Investment I. The Common Units held by Mend Investment I are paired with an equal number of shares of the Class B common stock of Medline Inc. (the "Class B Common Stock"). Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders of Common Units 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 re-classifications. These exchange rights do not expire. Shares of the 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 the Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. Mend GP is the general partner of Mend Partners II and may, as a result, be deemed to beneficially own the 4,176,227 shares of Class A Common Stock beneficially owned by Mend Partners II. Mend Investment GP is the general partner of Mend Investment I and HFCP X is the managing member of Mend Investment GP and, as a result, each of Mend Investment GP and HFCP X may be deemed to beneficially own the 100,629,526 shares of Class A Common Stock beneficially owned by Mend Investment I. Investors X GP is the managing member of Mend GP and the general partner of each of HFCP X Parallel, HFCP X Parallel-A and HFCP X as, as a result, may be deemed to beneficially own an aggregate of 187,083,713 shares of Class A Common Stock beneficially owned by such entities. Investors X Ltd. is the general partner of Investors X GP and may, as a result, be deemed to beneficially own the 187,083,713 shares of Class A Common Stock beneficially owned by Investors X GP. A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by HFCP X Parallel, HFCP X Parallel-A, Mend Partners II., and Mend Investment I. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares.
(b)	Percent of class: Item 4(b) of the Schedule 13G is hereby amended and restated as follows: The ownership percentages reflected in this Schedule 13G are calculated based on (i) 845,611,435 shares of Class A Common Stock outstanding as reported in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on March 6, 2026, following the underwriters' exercise in full of their option to purchase additional shares of Class A Common Stock, plus (ii) 100,610,216 shares of Class A Common Stock issuable to the Reporting Persons upon exchange of Common Units.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See row 5 on each of the cover pages of this Amendment.
	(ii) Shared power to vote or to direct the vote: See row 6 on each of the cover pages of this Amendment.
	(iii) Sole power to dispose or to direct the disposition of: See row 7 on each of the cover pages of this Amendment.
	(iv) Shared power to dispose or to direct the disposition of: See row 8 on each of the cover pages of this Amendment.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hellman & Friedman Capital Partners X (Parallel), L.P.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

HFCP X (Parallel - A), L.P.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

Mend Partners II, L.P.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

Mend Investment Holdings I, L.P.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

Hellman & Friedman Investors X, L.P.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

Mend Partners GP, LLC

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

Mend Investment Holdings GP, LLC

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

Hellman & Friedman Capital Partners X, L.P.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026

H&F Corporate Investors X, Ltd.

Signature:	/s/ Jacob Best
Name/Title:	Jacob Best, Vice President of H&F Corporate Investors X, Ltd., See Exhibit 99.1
Date:	05/06/2026