HFCP X (Parallel-A), L.P. 4

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).