Form 4: Carlyle Group Restructures Medline Holdings Ownership

Carlyle Group Inc. reported internal transfers of Medline Inc. Class A and Class B Common Stock and Common Units to affiliated entities for no consideration.

Summary

• Carlyle Group Inc. and its affiliated entities completed internal transfers of Medline Inc. securities on January 16, 2026.
• 111,994,953 shares of Class A Common Stock and 55,557,381 shares of Class B Common Stock were directly transferred to affiliated entities.
• Additionally, 55,557,381 Common Units of Medline Holdings, LP, which are exchangeable for Class A Common Stock on a one-for-one basis, were also transferred.
• These transfers were made for no consideration, indicating an internal restructuring of ownership within the Carlyle Group's various funds and holding companies.
• Following these transactions, the indirect beneficial ownership of Class A Common Stock is 144,375,681 shares, Class B Common Stock is 70,927,355 shares, and Common Units are 70,927,355 units.
• The affiliated entities receiving the shares are subject to certain restrictions as set forth in a lock-up agreement.
• Class B Common Stock has no economic value, carries one vote per share, and is automatically cancelled upon the exchange of Common Units for Class A Common Stock.

Sentiment

Score: 5

Explanation: The filing reports an internal restructuring of ownership within Carlyle Group's affiliated entities for Medline Inc. It is a neutral event as it involves transfers for no consideration and does not reflect a market transaction or change in the overall investment thesis.

Risks

• Affiliated entities are bound to certain restrictions on the transferred shares as per a lock-up agreement, which could limit their ability to sell or transfer these shares for a specified period.
• The complex, multi-layered ownership structure involving numerous Carlyle Group entities could potentially make it challenging to fully ascertain ultimate beneficial ownership or decision-making authority.

Future Outlook

The filing indicates that in future Section 16 filings, the reporting persons will file jointly with a broader list of affiliated entities, suggesting a consolidated reporting approach for their holdings in Medline Inc.

Industry Context

This filing reflects an internal portfolio management activity by a major private equity firm, Carlyle Group, concerning its investment in Medline Inc., a healthcare company. Such internal transfers are common within large investment firms to reallocate holdings among various funds or holding structures, and do not necessarily indicate a change in overall investment strategy or sentiment towards the underlying company.

Related Party Transactions

• Transfers of 111,994,953 shares of Class A Common Stock, 55,557,381 shares of Class B Common Stock, and 55,557,381 Common Units of Medline Holdings, LP from Carlyle Group Inc. to various affiliated entities (e.g., Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle AIF Holdings, S.C.Sp., CP VIII Circle Holdings, L.P., CP Circle Holdings, L.P.) for no consideration.

Stakeholder Impact

• Shareholders: No immediate direct impact on public shareholders as these are internal transfers within a major shareholder's structure and not market transactions. The lock-up agreement on transferred shares could affect future liquidity if not already known.
• Employees, Customers, Suppliers, Creditors: No direct impact from this ownership restructuring.

Next Steps

• Future Section 16 filings will be filed jointly by Carlyle Group Inc. and a comprehensive list of its affiliated entities.

Key Dates

Keywords

Carlyle Group, Medline Inc., MDLN, SEC Form 4, Beneficial Ownership, Stock Transfer, Private Equity, Healthcare Investment, Class A Common Stock, Class B Common Stock, Common Units, Lock-up Agreement