Carlyle Mozart Coinvestment Holdings, L.P. - 18 Dec 2025 Form 4 Insider Report for Medline Inc. (MDLN)

Role
10%+ Owner
Signature
Carlyle Mozart Coinvestment Holdings, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director
Issuer symbol
MDLN
Transactions as of
18 Dec 2025
Net transactions value
-$554,953,657
Form type
4
Filing time
22 Dec 2025, 16:30:27 UTC
Previous filing
17 Dec 2025
Next filing
21 Jan 2026
SEC
View on sec.gov

Reporting Owners (8)

Name Relationship Address Signature Signature date CIK
Carlyle Mozart Coinvestment Holdings, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON, Carlyle Mozart Coinvestment Holdings, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 22 Dec 2025 0001878065
CP VII Circle AIF Holdings, S.C.Sp. 10%+ Owner 9, RUE DE BITBOURG,, LUXEMBOURG,, LUXEMBOURG CP VII Circle AIF Holdings, S.C.Sp., By: TC Group VII Lux GP, S.a r.l., its manager, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002091329
CP VII Circle Holdings, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON, CP VII Circle Holdings, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002091293
CP VII Circle Holdings-A, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON, CP VII Circle Holdings - A, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002091292
CP VIII Circle AIF Holdings, S.C.Sp. 10%+ Owner 9, RUE DE BITBOURG,, LUXEMBOURG,, LUXEMBOURG CP VIII Circle AIF Holdings, S.C.Sp., By: TC Group VIII Lux GP, S.a r.l., its manager, CG Subsidiary Holdings L.L.C., its manager, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002091266
CP VIII Circle Holdings, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON, CP VIII Circle Holdings, L.P., By: TC Group VIII, L.P., its general partner, TC Group VIII, L.L.C., its general partner, CG Subsidiary Holdings L.L.C., its sole member, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002092253
CPEP Circle Holdings L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON, CPEP Circle Holdings L.P., By: CPEP GP, LLC, its general partner, CG Subsidiary Holdings L.L.C., its manager, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002100738
CP Circle Holdings, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON, CP Circle Holdings, L.P., By: TC Group VII S1, L.P., its general partner, TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 22 Dec 2025 0002091285

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDLN Class A Common Stock Conversion of derivative security +6,815,617 +4.3% 165,061,257 18 Dec 2025 See footnotes F1, F2, F3, F4
transaction MDLN Class B Common Stock Other -6,815,617 -8.8% 70,927,355 18 Dec 2025 See footnotes F3, F4, F5
transaction MDLN Class A Common Stock Sale $554,953,657 -19,136,333 -12% $29.00 145,924,924 18 Dec 2025 See footnotes F3, F4, F6
transaction MDLN Class A Common Stock Other -1,549,243 -1.1% 144,375,681 18 Dec 2025 See footnotes F3, F4, F7, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MDLN Common Units of Medline Holdings, LP Conversion of derivative security $0 -6,815,617 -8.8% $0.000000 70,927,355 18 Dec 2025 Class A Common Stock 6,815,617 See footnotes F1, F2, F3, F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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., TC Group VII S1, L.L.C., TC Group VII S1, L.P., TC Group VIII, L.L.C., TC Group VIII, L.P., TC Group VII Lux GP, S.a r.l., TC Group VIII Lux GP, S.a r.l., and CPEP GP, LLC are filing a separate Form 4.