Mozart Holdco (NASDAQ: MDLN) discloses 22.4% beneficial stake in Medline

Rhea-AI Filing Summary

Mozart Holdco, Inc. filed a Schedule 13G reporting beneficial ownership of 234,308,304 Medline Inc. Class A common shares, representing 22.4% of the outstanding Class A stock. This figure combines 287,648 actual Class A shares with 234,020,656 common units of Medline Holdings, LP paired with an equal number of Class B shares that can be exchanged one-for-one into Class A shares under an exchange agreement.

The percentage is calculated against 811,418,179 Class A shares outstanding as of December 18, 2025, assuming full exchange of those units and cancellation of the corresponding Class B shares. Mozart Holdco has sole voting and dispositive power over all these securities.

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 Holdco, 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 234,308,304.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 234,308,304.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

234,308,304.00

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)

22.4 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Amounts presented in rows 5 through 9 consist of (i) 287,648 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Medline Inc., a Delaware corporation (the "Issuer") held by Mozart Holdco, Inc., a Delaware corporation ("Mozart Holdco") and (ii) 234,020,656 common units ("Common Units") of Medline Holdings, LP, a Delaware limited partnership and a direct subsidiary of the Issuer ("Medline Holdings") (paired with an equal number of shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer), which are exchangeable for shares of Class A Common Stock upon the corresponding cancellation of an equal number of shares of Class B Common Stock held by Mozart Holdco. The percentage presented in row 11 is calculated based on 811,418,179 shares of Class A Common Stock outstanding as of December 18, 2025, as reported in the Issuer's final prospectus filed pursuant to Rule 424(b)(4) 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 assuming the exchange of 234,020,656 Common Units for 234,020,656 shares of Class A Common Stock and the corresponding cancellation of 234,020,656 shares of Class B Common Stock.

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: Mozart Holdco, Inc.
(b)	Address or principal business office or, if none, residence: c/o Medline Inc. 3 Lakes Drive Northfield, Illinois 60093
(c)	Citizenship: Mozart Holdco, Inc. is a Delaware corporation
(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: Ownership information with respect to Mozart Holdco is incorporated by reference to rows (5) through (11) and to the narrative under the caption "Comment for Type of Reporting Person" on the cover page. Pursuant to the terms of the Exchange Agreement between the Issuer, Medline Holdings and the other parties thereto, dated as of December 16, 2025 (the "Exchange Agreement"), at the option of the holder, Common Units may be exchanged 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 reclassifications, and are included in the amount of Class A Common Stock beneficially owned, provided that upon 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, in accordance with the terms and procedures set forth in the Exchange Agreement. Investment and voting decisions over the securities of the Issuer and of Medline Holdings held by Mozart Holdco are made by a board of directors consisting of three or more directors.
(b)	Percent of class: 22.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 234,308,304.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 234,308,304.00
	(iv) Shared power to dispose or to direct the disposition of: 0.00
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 Holdco, Inc.

Signature:	/s/ James D. Abrams
Name/Title:	James D. Abrams, Secretary
Date:	02/13/2026

FAQ

What ownership stake in Medline Inc. does Mozart Holdco report in this Schedule 13G for MDLN?

Mozart Holdco reports beneficial ownership of 234,308,304 Medline Inc. Class A shares, equal to 22.4% of the class. This combines directly held Class A shares with exchangeable Medline Holdings common units paired with Class B shares.

How is Mozart Holdco’s 22.4% Medline (MDLN) ownership percentage calculated?

The 22.4% stake is based on 811,418,179 Medline Class A shares outstanding as of December 18, 2025. It assumes exchange of 234,020,656 Medline Holdings common units into an equal number of Class A shares and cancellation of the same number of Class B shares.

What types of Medline securities does Mozart Holdco beneficially own according to the filing?

Mozart Holdco beneficially owns 287,648 Medline Class A common shares and 234,020,656 Medline Holdings common units paired with Class B shares. Those units are exchangeable one-for-one into Medline Class A shares under an exchange agreement with corresponding Class B share cancellation.

Does Mozart Holdco have sole or shared voting power over its Medline (MDLN) holdings?

Mozart Holdco has sole voting power over 234,308,304 Medline Class A equivalent shares and no shared voting power. It also has sole dispositive power over the same amount, indicating exclusive authority to vote and dispose of these securities.

What agreement governs the exchange of Medline Holdings units held by Mozart Holdco?

An Exchange Agreement dated December 16, 2025 allows holders to exchange Medline Holdings common units for Medline Class A shares on a one-for-one basis. Each exchange triggers automatic cancellation of an equal number of Medline Class B shares held by that holder.

Where is Medline Inc., the issuer in this MDLN Schedule 13G, headquartered?

Medline Inc. is headquartered at 3 Lakes Drive, Northfield, Illinois 60093. Mozart Holdco’s principal business office is listed at the same address, reflecting its close association with Medline’s corporate location and operations.