Form 4: Carlyle Entities Convert Medline Units to Class A Stock

Carlyle-affiliated entities converted over 9 million Medline Holdings LP Common Units into Medline Inc. Class A Common Stock across two transactions in early March 2026.

Summary

• Carlyle Mozart Coinvestment Holdings, L.P. and related entities reported exchanges of Medline Holdings, LP Common Units for Medline Inc. Class A Common Stock on March 4 and March 5, 2026.
• On March 4, 2026, 8,085,116 Common Units were exchanged for an equivalent number of Class A Common Stock. This involved 1,752,046 Common Units from CP Circle UNLV Holdco, L.P. and 6,333,070 Common Units from CP Circle ML-1 Holdco, L.P.
• Concurrently, 8,085,116 shares of Class B Common Stock were cancelled as a result of the exchange.
• On March 5, 2026, an additional 1,212,767 Common Units were exchanged for Class A Common Stock. This included 262,807 Common Units from CP Circle UNLV Holdco, L.P. and 949,960 Common Units from CP Circle ML-1 Holdco, L.P.
• An equivalent number of 1,212,767 shares of Class B Common Stock were also cancelled on March 5, 2026.
• Following these transactions, the total indirect beneficial ownership of Class A Common Stock by the reporting persons increased to 153,673,564 shares.
• The total indirect beneficial ownership of Class B Common Stock decreased to 61,629,472 shares.
• The exchanges were conducted pursuant to an exchange agreement dated December 16, 2025, allowing for a one-for-one conversion of Common Units to Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine conversion of equity interests rather than a direct signal of management confidence or concern regarding the company's immediate prospects.

Positives

• The conversion of Common Units to Class A Common Stock increases the number of publicly tradable shares, potentially enhancing liquidity for Medline Inc.'s Class A stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that such conversions are common for companies with complex capital structures involving private equity ownership, as they often precede or facilitate future liquidity events or simplify the ownership structure for public market participants. This move by Carlyle entities aligns with typical private equity strategies for portfolio companies nearing or in the public market.

Related Party Transactions

• The transactions involve various Carlyle-affiliated entities, which are 10% owners and have director representation, indicating related party dealings in the conversion of equity interests.

Stakeholder Impact

• Shareholders: The conversion increases the number of Class A Common Stock shares, potentially increasing the public float and liquidity for Medline Inc.'s Class A stock.

Key Dates

Recommendation

This Form 4 filing details a routine conversion of equity units by a major institutional owner (Carlyle Group) into publicly tradable Class A common stock. It does not reflect an open market purchase or sale, nor does it provide new financial or operational information that would alter the fundamental investment thesis for Medline Inc. Therefore, a 'hold' recommendation is appropriate as this event is neutral to the company's valuation and future prospects.

Keywords

Medline Inc, MDLN, Carlyle Group, SEC Form 4, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Common Units, Stock Conversion, Insider Transaction