4//SEC Filing
TC Group, LLC 4
Accession 0001493152-26-003098
CIK 0002046386other
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 4:30 PM ET
Size
30.6 KB
Accession
0001493152-26-003098
Research Summary
AI-generated summary of this filing
Medline (MDLN) Carlyle Group Affiliates Transfer/Dispose Large Stakes
What Happened
The Carlyle Group and multiple Carlyle-affiliated entities (each reported as 10% owners) reported disposals/transfers on January 16, 2026. The Form 4 entries show large internal transfers/dispositions including a reported block of 111,994,953 shares and transfers involving 55,557,381 shares/units (one line is reported as a derivative/units). No per-share price or cash consideration was reported for these entries (price = N/A); footnote F1 states these were transfers to affiliated entities for no consideration and are subject to lock-up restrictions.
Key Details
- Transaction date: 2026-01-16; Form 4 filed 2026-01-21 (filed within the required two business days).
- Reported disposed/transferred items (per the Form 4 lines): 111,994,953 shares and 55,557,381 shares/units (one line reported as derivative). Price: N/A.
- Post-transaction holdings: see footnotes F5–F6 for per-entity balances (examples include Carlyle Mozart Coinvestment Holdings, L.P. and several CP/ML holdcos holding millions of Class A shares and large Common Unit positions).
- Notable footnotes: F1 confirms transfers were to affiliated entities for no consideration and subject to a lock-up; F2 notes some securities were acquired by affiliates in Rule 16a-13 exempt transactions; F3–F4 explain the complex Carlyle ownership/control chain; F7–F8 explain Common Units/Class B shares mechanics (Class B shares carry voting rights but no economic value; Common Units are exchangeable 1:1 for Class A shares).
- Filing timeliness: The filing appears timely (filed Jan 21 for Jan 16 transactions, with Jan 19 being a federal holiday).
Context
This filing reflects an institutional reorganization/transfer among Carlyle-affiliated entities rather than open-market sales to outside investors. For retail investors: such 10% owner filings usually document internal transfers and structural changes (not personal executive selling). The Common Units and associated Class B shares reported are exchangeable into Class A shares under an exchange agreement, and Class B shares reported carry voting but no economic value (see F7–F8).
Insider Transaction Report
Form 4
Medline Inc.MDLN
Carlyle Group Inc.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
Carlyle Holdings I GP Inc.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
Carlyle Holdings I GP Sub L.L.C.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
Carlyle Holdings I L.P.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
CG Subsidiary Holdings L.L.C.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
TC Group, LLC
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
TC Group Sub L.P.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
TC Group VII S1, L.L.C.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
TC Group VII S1, L.P.
10% Owner
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-01-16−111,994,953→ 144,375,681 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes) - Other
Common Units of Medline Holdings, LP
[F8][F1][F2][F3][F4][F5][F6]2026-01-16−55,557,381→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (55,557,381 underlying)
Footnotes (8)
- [F1]Reflects the following transfers to affiliated entities for no consideration: (i) 17,636,833 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,440,275 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 6,615,133 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (iv) 26,655,381 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (v) 58,369,466 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (vi) 268,411 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P. and (vii) 9,454 shares of Class A Common Stock and 55,557,381 Common Units and corresponding shares of Class B Common Stock held by CP Circle Holdings, L.P. Pursuant to the terms of a lock-up agreement, the affiliated entities are bound to certain restrictions on the shares transferred, as set forth therein.
- [F2]Includes securities acquired by affiliated entities in transactions exempt from reporting pursuant to Rule 16a-13.
- [F3]The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities managed by TC Group VII S1, L.P. and CPEP GP, LLC, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of each of Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.
- [F4]The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by TC Group VII, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the managing member of CP Circle ML Holdco GP, LLC, which is the general partner of each of CP Circle ML-7 Holdco, L.P., CP Circle ML-6 Holdco, L.P., CP Circle ML-5 Holdco, L.P., CP Circle ML-4 Holdco, L.P., CP Circle ML-3 Holdco, L.P. and CP Circle ML-2 Holdco, L.P. TC Group VII, L.P. is also the managing member of CP Circle ML-1 Holdco GP, LLC, which is the general partner of CP Circle ML-1 Holdco, L.P.
- [F5]Following the transactions reported in this Form 4, includes (i) 31,539,608 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iii) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (iv) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (v) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vi) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (vii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (viii) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (continued in footnote 6)
- [F6](continued from footnote 5) (ix) 2,615 shares of Class A Common Stock and 15,369,974 Common Units and shares of Class B Common Stock held by CP Circle Holdings, L.P. and (x) 9,454 shares of Class A Common Stock and 55,557,381 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.
- [F7]Shares of 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 Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- [F8]Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock 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.
Documents
Issuer
Medline Inc.
CIK 0002046386
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0000933790
Filing Metadata
- Form type
- 4
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 4:30 PM ET
- Size
- 30.6 KB