HFCP X (Parallel-A), L.P. 4
4 · Medline Inc. · Filed May 26, 2026
Research Summary
AI-generated summary of this filing
Medline (MDLN) 10% Owner Exchanges 18.16M Units for Class A Shares
What Happened
Hellman & Friedman Capital Partners X (Parallel), L.P. (a reported 10% owner via related entities) effected a conversion/exchange on May 21, 2026 in which 18,156,867 common units of Medline Holdings, LP were exchanged for an equal number of Medline Inc. Class A common shares. The filing shows the conversion entries with N/A for price (no cash purchase or sale); the issuer automatically cancelled an equivalent number of Class B common shares held by the exchanging holder.
Key Details
- Transaction date: May 21, 2026; Form 4 filed May 26, 2026.
- Amount converted/exchanged: 18,156,867 units → 18,156,867 Class A shares. No per‑share price or cash value reported (N/A).
- Shares owned after transaction: not specified in the filing for the reporting entities (the filing disclaims beneficial ownership except to the extent of pecuniary interest).
- Notable footnotes:
- Holders have a perpetual right (one‑for‑one, adjusted for splits/dividends) to exchange common units for Class A shares (Footnote F1).
- Mend Investment Holdings I, L.P. performed the exchange and the equivalent Class B shares were automatically cancelled (F2, F5).
- Complex ownership/GP structure ties the converted units to Hellman & Friedman entities; a three‑member board (Investors X Ltd.) has voting/investment discretion and disclaims beneficial ownership (F3–F4).
- Timeliness: The trade occurred 5 days before filing; the Form includes a disclaimer that the reporting persons are filing under Rule 16a‑3(j) and disclaim being subject to Section 16, which may explain timing.
Context
- This was an institutional conversion of partnership units into publicly tradable Class A shares, not an executive open‑market buy or sale. It involved automatic cancellation of Class B shares (which carry one vote and no economic value) upon exchange.
- Such conversions are routine for holders of partnership common units who elect to take shares of the corporation; they do not necessarily signal a buy/sell decision by corporate insiders.
Insider Transaction Report
Form 4
Medline Inc.MDLN
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3][F4]2026-05-21+18,156,867→ 18,176,177 total(indirect: By Mend Investment Holdings I, L.P.) - Other
Class B Common Stock
[F2][F5][F3][F4]2026-05-21−18,156,867→ 82,453,349 total(indirect: By Mend Investment Holdings I, L.P.) - Conversion
Common Units
[F1][F2][F3]2026-05-21−18,156,867→ 82,453,349 total(indirect: By Mend Investment Holdings I, L.P.)→ Class A Common Stock (18,156,867 underlying)
Holdings
- 74,496,172(indirect: By Hellman & Friedman Capital Partners X (Parallel), L.P.)
Class A Common Stock
[F3][F4] - 7,781,788(indirect: By HFCP X (Parallel - A), L.P.)
Class A Common Stock
[F3][F4] - 4,176,227(indirect: By Mend Partners II, L.P.)
Class A Common Stock
[F3][F4]
Footnotes (5)
- [F1]Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange the common units of Medline Holdings, LP ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), 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
- [F2]On May 21, 2026, Mend Investment Holdings I, L.P. exchanged 18,156,867 Common Units for an equal number of shares of Class A Common Stock and the Issuer automatically cancelled an equivalent number of shares of the Class B common stock ("Class B Common Stock") of the Issuer held by Mend Investment Holdings I, L.P.
- [F3]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.
- [F4](Continued from footnote 3) 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.
- [F5]Shares of the 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 the Class A common stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.