Transaction #24088 · Form 4 · 0001493152-25-028785

Medline Inc. · Conversion · Class A Common Stock

Medline Inc. · Transacted December 18, 2025 · Filed December 22, 2025

Original SEC filing ↗

What does this filing report?

An SEC Form 4 filing for Medline Inc. records a conversion involving Class A Common Stock on December 18, 2025. The reported quantity was 6,815,617. The filing date is December 22, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Transaction details

Company CIK
0002046386
Security type
Non-derivative
Acquisition type
Conversion · Code C
Quantity acquired
6,815,617
Reported price
Not reported · See footnotes
Reference value
Not reported
Currency
Currency not specified
Ownership
Indirect
Holdings after transaction
165,061,257
Ownership description
See footnotes
SEC acceptance time
Dec 22, 2025, 4:30 PM EST
10b5-1 indication
Not indicated

Reference value is reported quantity × reported price. It is not a confirmed cash payment or an estimate of a derivative's economic value. A missing currency is not assumed to be USD.

Reporting owners

These are the reporting owners named in the filing. Quantities and amounts are not allocated among co-reporters. Roles reflect this filing, not a current profile.

Company listings

MDLN · Nasdaq

This transaction is not mapped to a specific company listing.

Filing footnotes & remarks

F1
Represents an exchange of common units of Medline Holdings, LP ("Common Units") to an equivalent number of shares of the Issuer's Class A common stock ("Class A Common Stock") held by CP Circle Holdings, L.P.
F2
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 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.
F3
The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of each of Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P. and CP Circle Holdings, L.P. and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp.
F4
CG Subsidiary Holdings L.L.C. is also the sole member of TC Group VIII, L.L.C., which is the general partner of TC Group VIII, L.P., which is the Delaware general partner of CP VIII Circle AIF Holdings, S.C.Sp. and the general partner of CP VIII Circle Holdings, L.P. TC Group Sub L.P. is also the general partner of TC Group VII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VIII Circle AIF Holdings, S.C.Sp., and the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.
F5
Represents a cancellation of shares of the Issuer's Class B common stock ("Class B Common Stock") held by CP Circle Holdings, L.P. as a result of an exchange of an equivalent number of Common Units to shares of Class A Common Stock. Shares of 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 Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
F6
Represents the following shares of Class A Common Stock sold: (i) 3,175,460 shares by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 234,453 shares by CP VII Circle AIF Holdings, S.C.Sp., (iii) 5,607,937 shares by CP VII Circle Holdings, L.P., (iv) 25,788 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 635,559 shares by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 2,560,958 shares by CP VIII Circle Holdings, L.P., (vii) 80,561 shares by CPEP Circle Holdings L.P. and (viii) 6,815,617 shares by CP Circle Holdings, L.P.
F7
Represents a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. Pursuant to the terms of a lock-up agreement, the limited partner is bound to certain restrictions on the shares distributed, as set forth therein.
F8
Following the transactions reported in this Form 4, includes (i) 49,176,441 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,440,275 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 58,369,466 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (iv) 268,411 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 6,615,133 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 26,655,381 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (vii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P. and (viii) 12,069 shares of Class A Common Stock and 70,927,355 Common Units and shares of Class B Common Stock held by CP Circle Holdings, L.P.

Remarks

Due to the limitations of the electronic filing system, The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., TC Group Sub L.P., Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle AIF Holdings, S.C.Sp., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P., CP VIII Circle AIF Holdings, S.C.Sp., CP VIII Circle Holdings, L.P., CPEP Circle Holdings L.P. and CP Circle Holdings, L.P. are filing a separate Form 4.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.

This record was updated Eastern Time. This is the stored record update time, not the transaction date. Report a correction.