Medline Inc. received a Schedule 13G showing that entities affiliated with Blackstone report beneficial ownership of 215,303,036 shares of Medline Class A common stock, or 24.4% of the class. This percentage is based on 811,418,179 Class A shares outstanding as of December 18, 2025.
The filing explains that Mozart Aggregator II LP directly holds 142,918,680 Class A shares, while BCP Mozart Aggregator L.P. directly holds 11,724 Class A shares and 72,372,632 Common Units of Medline Holdings, LP paired with an equal number of non‑economic Class B shares. These Common Units can be exchanged on a one‑for‑one basis for Class A shares without expiration, with the corresponding Class B shares cancelled on exchange.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Medline Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
58507V107
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Mozart Aggregator II LP
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
142,918,680.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
142,918,680.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,918,680.00
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)
17.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
BCP Mozart Aggregator 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
72,384,356.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
72,384,356.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
72,384,356.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Blackstone Management Associates VIII L.L.C.
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
142,918,680.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
142,918,680.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,918,680.00
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)
17.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
BCP 8 Holdings Mozart Manager L.L.C.
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
72,384,356.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
72,384,356.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
72,384,356.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
BMA VIII L.L.C.
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
0.00
6
Shared Voting Power
215,303,036.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
215,303,036.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00
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)
24.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Blackstone Holdings 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
215,303,036.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
215,303,036.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00
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)
24.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Blackstone Holdings I/II GP L.L.C.
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
215,303,036.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
215,303,036.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00
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)
24.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Blackstone Inc.
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
215,303,036.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
215,303,036.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00
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)
24.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Blackstone Group Management L.L.C.
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
215,303,036.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
215,303,036.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00
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)
24.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
58507V107
1
Names of Reporting Persons
Stephen A. Schwarzman
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
215,303,036.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
215,303,036.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00
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)
24.4 %
12
Type of Reporting Person (See Instructions)
IN
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:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) Mozart Aggregator II LP
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ii) BCP Mozart Aggregator L.P.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(iii) Blackstone Management Associates VIII L.P.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(iv) BCP 8 Holdings Mozart Manager L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(v) BMA VIII L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vi) Blackstone Holdings II L.P.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vii) Blackstone Holdings I/II GP L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(viii) Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ix) Blackstone Group Management L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(x) Stephen A. Schwarzman
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: United States
(b)
Address or principal business office or, if none, residence:
See Item 2(a).
(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 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a)-(c) with respect to each Reporting Person is set forth in Rows 5-11 of the applicable cover page hereto, and is incorporated herein by reference.
As of December 31, 2025, the Reporting Persons may be deemed to beneficially own an aggregate of 215,303,036 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of Medline Inc. (the "Issuer") as follows: Mozart Aggregator II LP directly holds 142,918,680 shares of Class A Common Stock; BCP Mozart Aggregator L.P. directly holds 11,724 shares of Class A Common Stock and 72,372,632 Common Units of Medline Holdings, LP (a "Common Unit") and an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"). Mozart Aggregator II LP and BCP Mozart Aggregator L.P. are together referred to herein as the "Blackstone Holders."
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. 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 the 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. Upon a sale or 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.
Blackstone Management Associates VIII L.L.C. is the general partner of Mozart Aggregator II LP. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of BCP Mozart Aggregator L.P.
BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. and is the managing member of BCP 8 Holdings Mozart Manager L.L.C. Blackstone Holdings II L.P. is the managing member of BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Each such Reporting Person may be deemed to beneficially own the Class A Common Stock beneficially owned directly by the Blackstone Holders or indirectly controlled by it or them, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Holders to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act.
(b)
Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class A Common Stock listed on such Reporting Person's cover page, calculated pursuant to Rule 13d-3 of the Act.
Calculations are based on 811,418,179 shares of Class A Common Stock outstanding as of December 18, 2025, as set forth in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on December 18, 2025, following the underwriters' exercise in full of their option to purchase additional shares of Class A Common Stock, and assumes the conversion of all of the Common Units beneficially owned by each respective Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the information set forth in Row 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See the information set forth in Row 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See the information set forth in Row 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See the information set forth in Row 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
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.
Mozart Aggregator II LP
Signature:
/s/ Robert Brooks
Name/Title:
By: Blackstone Management Associates VIII L.L.C., its GP, By: BMA VIII L.L.C., its GP, By: Robert Brooks, Authorized Signatory
Date:
02/13/2026
BCP Mozart Aggregator L.P.
Signature:
/s/ Robert Brooks
Name/Title:
By: BCP 8 Holdings Mozart Manager L.L.C., its general partner, By: BMA VIII L.L.C., its managing member, By: Robert Brooks, Authorized Signatory
Date:
02/13/2026
Blackstone Management Associates VIII L.L.C.
Signature:
/s/ Christopher Striano
Name/Title:
By: BMA VIII L.L.C., its general partner, By: Christopher Striano, Senior Managing Director and Chief Operating Officer of Global Finance
Date:
02/13/2026
BCP 8 Holdings Mozart Manager L.L.C.
Signature:
/s/ Christopher Striano
Name/Title:
By: BMA VIII L.L.C., its managing member, By: Christopher Striano, Senior Managing Director and Chief Operating Officer of Global Finance
Date:
02/13/2026
BMA VIII L.L.C.
Signature:
/s/ Christopher Striano
Name/Title:
Christopher Striano, Senior Managing Director and Chief Operating Officer of Global Finance
Date:
02/13/2026
Blackstone Holdings II L.P.
Signature:
/s/ Victoria Portnoy
Name/Title:
By: Blackstone Holdings I/II GP L.L.C., its general partner, By: Victoria Portnoy, Managing Director - Assistant Secretary
Date:
02/13/2026
Blackstone Holdings I/II GP L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary
Date:
02/13/2026
Blackstone Inc.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary
Date:
02/13/2026
Blackstone Group Management L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary
Date:
02/13/2026
Stephen A. Schwarzman
Signature:
/s/ Stephen A. Schwarzman
Name/Title:
Stephen A. Schwarzman
Date:
02/13/2026
Exhibit Information
EXHIBIT LIST
Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons, dated as of February 13, 2026.
What percentage of Medline Inc. (MDLN) does the Blackstone group report owning?
The Blackstone-affiliated reporting persons may be deemed to beneficially own 24.4% of Medline’s Class A common stock. This is based on 215,303,036 shares attributed to them and 811,418,179 Class A shares outstanding as of December 18, 2025.
How many Medline Inc. (MDLN) Class A shares does Mozart Aggregator II LP hold?
Mozart Aggregator II LP directly holds 142,918,680 shares of Medline Class A common stock. This position contributes to the broader Blackstone reporting group’s aggregate 215,303,036 shares that may be deemed beneficially owned under Schedule 13G.
What Medline Inc. (MDLN) securities does BCP Mozart Aggregator L.P. hold?
BCP Mozart Aggregator L.P. holds 11,724 Medline Class A shares and 72,372,632 Common Units of Medline Holdings, LP, plus an equal number of non‑economic Class B shares. Each Common Unit is exchangeable one‑for‑one into Class A shares, with matching Class B shares cancelled.
How is the 24.4% Medline (MDLN) ownership percentage calculated in the Schedule 13G?
The 24.4% figure is calculated under SEC Rule 13d‑3 using 811,418,179 Medline Class A shares outstanding as of December 18, 2025, and assuming conversion of all Common Units beneficially owned by each reporting person into Class A shares on a one‑for‑one basis.
Who are the main reporting persons in the Medline Inc. (MDLN) Schedule 13G?
The filing lists multiple Blackstone-affiliated entities, including Mozart Aggregator II LP, BCP Mozart Aggregator L.P., Blackstone Management Associates VIII L.P., BMA VIII L.L.C., Blackstone Holdings II L.P., Blackstone Inc., and others, along with Stephen A. Schwarzman, as reporting persons under Section 13(d).
What are Medline Inc. (MDLN) Class B shares mentioned in the Schedule 13G?
Medline’s Class B common stock has no economic value and carries one vote per share. One Class B share is issued for each Common Unit held, and when Common Units are exchanged for Class A shares, an equivalent number of corresponding Class B shares is automatically cancelled.
