CP Circle ML-6 Holdco, L.P. 4
4 · Medline Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Medline (MDLN) 10% Owner Converts ~9.3M Units into Class A Shares
What Happened
CP Circle ML Holdco GP, LLC (reported as a 10% owner) converted a total of 9,297,883 Common Units into Class A common stock of Medline (MDLN) across March 4–5, 2026. The filing shows conversions of 8,085,116 shares on March 4 and 1,212,767 shares on March 5. These were conversion/derivative transactions reported with no cash paid or received (price shown as N/A or $0.00). This was an exchange of Common Units for Class A shares under an exchange agreement — an administrative restructuring of holdings rather than an open-market buy or sale.
Key Details
- Transaction dates: March 4, 2026 (8,085,116 shares) and March 5, 2026 (1,212,767 shares).
- Reported prices: N/A or $0.00 for the derivative conversions (no cash consideration).
- Total converted: 9,297,883 shares of Class A Common Stock.
- Shares owned after transactions: the filing and footnotes show affiliated Carlyle/CP Circle entities now hold tens of millions of Class A shares across multiple funds (see footnotes for breakdown).
- Notable footnotes: the conversions were made under a Dec 16, 2025 exchange agreement allowing one-for-one exchanges of Common Units for Class A shares (F2). Conversion also triggered cancellation of equivalent Class B shares (which have no economic value) (F7, F8).
- Timeliness: Filing dated Mar 6, 2026 covering Mar 4–5 transactions — appears timely.
Context
- This was a conversion of pre-existing Common Units into publicly traded Class A shares (an administrative exchange), not a cash purchase or open-market sale. Such exchanges typically reflect a change in security form rather than a directional bet on the stock.
- The filer is an institutional 10% owner (part of Carlyle-related entities), not an individual officer; control/ownership is held across multiple affiliated funds and GP entities.
- See the filing footnotes for the full post-transaction breakdown of holdings by affiliated entities and for the related corporate ownership structure.
Insider Transaction Report
Form 4
Medline Inc.MDLN
CP Circle ML Holdco GP, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3][F4][F5][F6]2026-03-04+8,085,116→ 152,460,797 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F8][F3][F4][F5][F6]2026-03-04−8,085,116→ 62,842,239 total(indirect: See footnotes) - Conversion
Class A Common Stock
[F9][F2][F3][F4][F10][F11]2026-03-05+1,212,767→ 153,673,564 total(indirect: See footnotes) - Other
Class B Common Stock
[F7][F8][F3][F4][F10][F11]2026-03-05−1,212,767→ 61,629,472 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
[F2][F1][F3][F4][F5][F6]2026-03-04−8,085,116→ 62,842,239 total(indirect: See footnotes)→ Class A Common Stock (8,085,116 underlying) - Conversion
Common Units of Medline Holdings, LP
[F2][F9][F3][F4][F10][F11]2026-03-05−1,212,767→ 61,629,472 total(indirect: See footnotes)→ Class A Common Stock (1,212,767 underlying)
Footnotes (11)
- [F1]Reflects the following exchange of common units of Medline Holdings, LP ("Common Units") to an equivalent number of shares of the Issuer's Class A common stock ("Class A Common Stock") on March 4, 2026: (i) 1,752,046 Common Units to Class A Common Stock held by CP Circle UNLV Holdco, L.P. and (ii) 6,333,070 Common Units to Class A Common Stock held by CP Circle ML-1 Holdco, L.P.
- [F10]Following the transactions reported on March 5, 2026, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P., (continued in footnote 11)
- [F11](continued from footnote 10) (x) 2,017,468 shares of Class A Common Stock and 13,355,121 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and (xi) 7,292,484 shares of Class A Common Stock and 48,274,351 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.
- [F2]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.
- [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., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. CG Subsidiary Holdings L.L.C. is also 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 on March 4, 2026, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 15,414,514 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 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) (x) 1,754,661 shares of Class A Common Stock and 13,617,928 Common Units and shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and (xi) 6,342,524 shares of Class A Common Stock and 49,224,311 Common Units and shares of Class B Common Stock held by CP Circle ML-1 Holdco, L.P.
- [F7]Shares of the Issuer's Class B common stock ("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]Represents a cancellation of shares of Class B Common Stock held by CP Circle UNLV Holdco, L.P. and CP Circle ML-1 Holdco, L.P. as a result of an exchange of an equivalent number of Common Units to shares of Class A Common Stock.
- [F9]Reflects the following exchange of Common Units to an equivalent number of shares of Class A Common Stock on March 5, 2026: (i) 262,807 Common Units to Class A Common Stock held by CP Circle UNLV Holdco, L.P. and (ii) 949,960 Common Units to Class A Common Stock held by CP Circle ML-1 Holdco, L.P.