HFCP X (Parallel-A), L.P. 4
4 · Medline Inc. · Filed Jun 1, 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., identified as a 10% owner of Medline (MDLN), disposed of a total of approximately 33,756,038 Class A shares on May 28, 2026. Four open-market/private sales (code S) were executed at $36.54 per share for the following blocks:
- 17,947,337 shares — $655,750,826
- 753,528 shares — $27,532,029
- 11,904,646 shares — $434,966,003
- 1,262,726 shares — $46,136,851
These four sales generated approximately $1.164 billion in proceeds. In addition, three "other" disposals (code J) totaling 1,887,801 shares (209,530; 1,536,907; 141,364) were reported without per‑share prices; footnotes state these were in‑kind distributions to partners/shareholders rather than traditional market sales.
Key Details
- Transaction date: May 28, 2026 (reported on Form 4 filed June 1, 2026 — timely filing).
- Priced sales: 31,868,237 shares sold at $36.54 each, proceeds ≈ $1,164,385,709.
- Other dispositions (J): 1,887,801 shares reported as in‑kind distributions; no price listed.
- Total shares disposed (all items): ~33,756,038 shares.
- Shares owned after transaction: Not specified in the Form 4 provided.
- Notable footnotes:
- F1 explains the $36.54 reflects the $37.00 offering price less underwriting discount.
- F4 indicates certain dispositions were in‑kind distributions to ultimate partners/shareholders and receipt of those shares by recipients was exempt from reporting under Rule 16a‑13.
- F5 notes recipients agreed to a lock‑up with underwriters (with limited charitable exceptions).
- Reporting parties disclaim beneficial ownership beyond pecuniary interest where applicable.
Context
- This filing involves a 10% institutional owner, not an individual executive — institutional disposals like distributions to partners are common and do not necessarily reflect management sentiment.
- "S" = sale (cash proceeds reported); "J" = other acquisition/disposition (here used for in‑kind distributions).
- The filing was made within the standard two business‑day window following the May 28 transaction (filed June 1, 2026).
Insider Transaction Report
Form 4
Medline Inc.MDLN
Transactions
- Sale
Class A Common Stock
[F1][F2][F3]2026-05-28$36.54/sh−17,947,337$655,750,826→ 228,840 total(indirect: By Mend Investment Holdings I, L.P.) - Sale
Class A Common Stock
[F1][F2][F3]2026-05-28$36.54/sh−753,528$27,532,029→ 3,422,699 total(indirect: By Mend Partners II, L.P.) - Sale
Class A Common Stock
[F1][F2][F3]2026-05-28$36.54/sh−11,904,646$434,966,003→ 62,591,526 total(indirect: By Hellman & Friedman Capital Partners X (Parallel), L.P.) - Sale
Class A Common Stock
[F1][F2][F3]2026-05-28$36.54/sh−1,262,726$46,136,851→ 6,519,062 total(indirect: By HFCP X (Parallel - A), L.P.) - Other
Class A Common Stock
[F4][F5][F2][F3]2026-05-28−209,530→ 19,310 total(indirect: By Mend Investment Holdings I, L.P.) - Other
Class A Common Stock
[F4][F5][F2][F3]2026-05-28−1,536,907→ 61,054,619 total(indirect: By Hellman & Friedman Capital Partners X (Parallel), L.P.) - Other
Class A Common Stock
[F4][F5][F2][F3]2026-05-28−141,364→ 6,377,698 total(indirect: By HFCP X (Parallel - A), L.P.)
Footnotes (5)
- [F1]This amount represents the $37.00 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 $0.4625 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 May 28, 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").
- [F5]The recipients of the shares of Class A Common Stock distributed pursuant to footnote 4 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.