HFCP X (Parallel-A), L.P. 4
4 · Medline Inc. · Filed Mar 12, 2026
Research Summary
AI-generated summary of this filing
Medline (MDLN) 10% Owner Hellman & Friedman Sells Shares
What Happened
Hellman & Friedman Capital Partners X (Parallel), L.P., a reported 10% owner of Medline Inc. (MDLN), disposed of a block of Class A common stock on March 10, 2026. The filing shows sales of 26,131,237 shares at an effective price of $40.51 per share (net of underwriting discount), generating approximately $1.06 billion in proceeds. Additional disposition-type entries (code J) reflect transfers/distributions of smaller share blocks to related entities/partners (amounts and values shown as N/A in the filing).
Key Details
- Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
- Sales reported (all code S unless noted):
- 14,639,754 shares @ $40.51 = $593,027,155
- 629,933 shares @ $40.51 = $25,517,326
- 9,801,455 shares @ $40.51 = $397,037,339
- 1,060,095 shares @ $40.51 = $42,942,328
- Plus three "other disposition" entries (codes J) covering 538,997; 1,435,395; and 113,694 shares (values N/A).
- Net price basis: The $40.51 reflects the $41.00 offering price less an underwriting discount (see footnote).
- Shares owned after transaction: Not specified in this Form 4.
- Notable footnotes: sales were part of an underwritten secondary offering; certain shares were contributed to subsidiaries that sold in the offering; in-kind distributions were made to partners/shareholders and recipients agreed to underwriter lock‑ups (charitable gifts <1% excepted). Reporting persons disclaim beneficial ownership except to the extent of pecuniary interest.
Context
- This is institutional selling by a large private-equity investor in a secondary public offering, not a routine open-market trade by a company insider. The J-code entries reflect related-entity transfers and in-kind distributions rather than new purchases.
- Such large institutional dispositions often reflect liquidity/event-related transactions (e.g., secondary offering and partner distributions) and should not be read as direct managerial sentiment about the company.
Insider Transaction Report
Form 4
Medline Inc.MDLN
Transactions
- Sale
Class A Common Stock
[F1][F2][F3]2026-03-10$40.51/sh−14,639,754$593,027,155→ 558,307 total(indirect: By Mend Investment Holdings I, L.P.) - Sale
Class A Common Stock
[F1][F2][F3]2026-03-10$40.51/sh−629,933$25,517,326→ 4,176,227 total(indirect: By Mend Partners II, L.P.) - Sale
Class A Common Stock
[F4][F1][F2][F3]2026-03-10$40.51/sh−9,801,455$397,037,339→ 75,931,567 total(indirect: By Hellman & Friedman Capital Partners X (Parallel), L.P.) - Sale
Class A Common Stock
[F4][F1][F2][F3]2026-03-10$40.51/sh−1,060,095$42,942,328→ 7,895,482 total(indirect: By HFCP X (Parallel - A), L.P.) - Other
Class A Common Stock
[F5][F6][F2][F3]2026-03-10−538,997→ 19,310 total(indirect: By Mend Investment Holdings I, L.P.) - Other
Class A Common Stock
[F5][F6][F2][F3]2026-03-10−1,435,395→ 74,496,172 total(indirect: By Hellman & Friedman Capital Partners X (Parallel), L.P.) - Other
Class A Common Stock
[F5][F6][F2][F3]2026-03-10−113,694→ 7,781,788 total(indirect: By HFCP X (Parallel - A), L.P.)
Footnotes (6)
- [F1]This amount represents the $41.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.492 per share sold by the Reporting Persons in connection with an underwritten public offering.
- [F2]Hellman & Friedman Investors X, L.P. ("Investors X GP") is the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. Mend Partners GP, LLC ("Mend GP") is the general partner of Mend Partners II, L.P. Investors X GP is the managing member of Mend GP. Mend Investment Holdings GP, LLC ("Mend Investment GP") is the general partner of Mend Investment Holdings I, L.P. Hellman & Friedman Capital Partners X, L.P. ("HFCP X") is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. H&F Corporate Investors X, Ltd. ("Investors X Ltd.") is the general partner of Investors X GP.
- [F3](Continued from footnote 2) A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), Mend Partners II, L.P., and Mend Investment Holdings I, L.P. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares.
- [F4]On March 10, 2026, Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. contributed shares of Class A common stock to certain of their respective wholly owned subsidiaries, which subsidiaries immediately sold such shares in the underwritten public offering referred to above.
- [F5]On March 10, 2026, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F6]The recipients of the shares of Class A Common Stock distributed pursuant to footnote 5 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the underwritten public offering of the Issuer referred to above, provided that shares constituting less than 1% of the Issuer's outstanding common stock in the aggregate that are being delivered to charitable organizations will not be subject to such restrictions.