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Carlyle Group discloses 24.4% Medline (MDLN) ownership stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Carlyle discloses a 24.4% Medline stake via complex affiliate structure.

Carlyle Group Inc. and related entities report beneficial ownership of 215,303,036 Medline Class A shares, equal to 24.4% of the company. The position is calculated on 811,418,179 shares outstanding as of December 18, 2025 after the IPO, including units convertible one-for-one into Class A stock.

The disclosure maps a multi-layer chain of general partners and managing members across Delaware and Cayman entities. Voting and dispositive powers are consistently reported as shared, with no sole authority at any single reporting entity. This suggests centralized control through Carlyle’s management structure rather than dispersed ownership.

For investors, the key takeaway is that a single sponsor group effectively controls nearly a quarter of Medline’s equity through affiliated funds and holding vehicles. Future ownership updates in similar filings will show whether this block remains stable or changes as lock-ups expire or capital is recycled.






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





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


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Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G




Comment for Type of Reporting Person: Limited Liability Company


SCHEDULE 13G





SCHEDULE 13G





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SCHEDULE 13G





SCHEDULE 13G



Carlyle Group Inc.
Signature:/s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Corporate Secretary
Date:02/13/2026
CG Subsidiary Holdings L.L.C.
Signature:/s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
Carlyle Holdings I GP Inc.
Signature:/s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
Carlyle Holdings I GP Sub L.L.C.
Signature:By: Carlyle Holdings I GP Inc., its sole member, /s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
Carlyle Holdings I L.P.
Signature:/s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group, L.L.C.
Signature:/s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group Sub L.P.
Signature:By: TC Group, L.L.C., its general partner, /s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group VII S1, L.L.C.
Signature:By: TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group VII S1, L.P.
Signature:By: TC Group VII S1, L.L.C., its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
Carlyle Mozart Coinvestment Holdings, L.P.
Signature:By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
Carlyle Mozart Coinvestment UNLV Holdco, L.P.
Signature:By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle UNLV Holdco, L.P.
Signature:By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CPEP GP, LLC
Signature:/s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CPEP Circle Holdings L.P.
Signature:By: CPEP GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
Carlyle Holdings II GP L.L.C.
Signature:By: The Carlyle Group Inc., its sole member, /s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Corporate Secretary
Date:02/13/2026
Carlyle Holdings II L.L.C.
Signature:/s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group Cayman Investment Holdings, L.P.
Signature:By: CG Subsidiary Holdings L.L.C., its general partner, /s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group Cayman Investment Holdings Sub L.P.
Signature:By: TC Group Cayman Investment Holdings, L.P., its general partner, CG Subsidiary Holdings L.L.C., its general partner, /s/ Anne K. Frederick
Name/Title:Anne K. Frederick, Managing Director
Date:02/13/2026
TC Group VII, L.L.C.
Signature:/s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
TC Group VII, L.P.
Signature:By: TC Group VII, L.L.C., its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-1 Holdco GP, LLC
Signature:By: TC Group VII, L.P., its managing member, By: TC Group VII, L.L.C., its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-1 Holdco, L.P.
Signature:By: CP Circle ML-1 Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML Holdco GP, LLC
Signature:/s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-2 Holdco, L.P.
Signature:By: CP Circle ML Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-3 Holdco, L.P.
Signature:By: CP Circle ML Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-4 Holdco, L.P.
Signature:By: CP Circle ML Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-5 Holdco, L.P.
Signature:By: CP Circle ML Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-6 Holdco, L.P.
Signature:By: CP Circle ML Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
CP Circle ML-7 Holdco, L.P.
Signature:By: CP Circle ML Holdco GP, LLC, its general partner, /s/ Jeremy Anderson
Name/Title:Jeremy Anderson, Vice President
Date:02/13/2026
Exhibit Information

Exhibit 99: Joint Filing Agreement.

FAQ

How much of Medline Inc. (MDLN) does Carlyle beneficially own?

Carlyle Group Inc. and its affiliates beneficially own 215,303,036 Medline Class A shares, representing 24.4% of the outstanding class. This percentage is calculated using 811,418,179 Class A shares outstanding as of December 18, 2025, after Medline’s initial public offering.

What class of Medline (MDLN) securities is reported in this Schedule 13G?

The filing covers Medline Inc. Class A Common Stock, par value $0.0001 per share. Ownership includes both shares held directly and shares underlying Medline Holdings, LP common units, which are assumed to convert into Class A stock on a one-to-one basis.

Which Carlyle entities hold Medline (MDLN) Class A shares?

The filing lists numerous Carlyle-affiliated entities, including Carlyle Mozart Coinvestment Holdings, L.P., Carlyle Mozart Coinvestment UNLV Holdco, L.P., multiple CP Circle ML Holdco partnerships, CPEP Circle Holdings L.P., and TC Group Cayman Investment vehicles, all linked through Carlyle’s general-partner and managing-member structure.

What is the Medline (MDLN) share count used for Carlyle’s ownership percentage?

Carlyle’s ownership is calculated using 811,418,179 shares of Medline Class A Common Stock outstanding as of December 18, 2025, following Medline’s initial public offering. This base share count determines the reported 24.4% beneficial ownership figure for Carlyle and its affiliates.

Do Carlyle entities report sole or shared voting power in Medline (MDLN)?

Each reporting Carlyle entity shows zero sole voting and dispositive power over Medline shares, but significant shared voting and shared dispositive power. This means decisions over how the shares are voted or sold are controlled collectively through the affiliated entities’ governance chain.

How are Medline Holdings, LP units treated in Carlyle’s Medline (MDLN) ownership?

The ownership calculation assumes Medline Holdings, LP Common Units convert into Medline Class A Common Stock on a one-to-one basis. Units held by entities like CP Circle UNLV Holdco, L.P. and CP Circle ML-1 Holdco, L.P. are therefore counted as equivalent Class A shares for beneficial ownership reporting.
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