TC Group Cayman Investment Holdings, L.P. 4
4 · Medline Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Medline (MDLN) 10% Owner Converts Units into Class A Shares
What Happened
- TC Group Cayman Investment Holdings, L.P. (a reported 10% owner affiliated with The Carlyle Group) converted derivative/common-unit holdings into Class A common stock of Medline (MDLN). On March 4, 2026 it converted 8,085,116 common units into 8,085,116 Class A shares, and on March 5, 2026 it converted another 1,212,767 units into 1,212,767 Class A shares — a total of 9,297,883 shares. The Form 4 reports these as conversions (transaction code C) and related other acquisition/disposition entries (code J); the reported consideration is $0 (no cash exchanged).
Key Details
- Transaction dates and amounts: Mar 4, 2026 — 8,085,116 units → 8,085,116 Class A shares; Mar 5, 2026 — 1,212,767 units → 1,212,767 Class A shares.
- Reported price/consideration: N/A or $0 for the conversions (no cash paid or received in the filings).
- Shares held after transactions: Footnotes show aggregate Class A holdings across related Carlyle entities of approximately 153.7 million Class A shares (plus additional Common Units and Class B shares that remain outstanding and/or were cancelled upon exchange — see footnotes 5–11 for entity-level detail).
- Notable footnotes: The exchanges reflect the one-for-one unit-to-share exchange rights under an exchange agreement dated Dec 16, 2025 (footnote 2). Footnote 8 notes cancellation of Class B common stock upon exchange; footnotes 10–11 list post-transaction holdings by multiple Carlyle-related entities.
- Timeliness: The Form 4 was filed on Mar 6, 2026 for transactions on Mar 4–5, 2026 (filed within the typical reporting window).
Context
- These were institutional unit-for-share conversions by a major shareholder (Carlyle-related), not open-market buys or sales by an individual executive. Conversions were driven by contractual exchange rights (one-for-one) rather than a market trade, and the filing shows no cash proceeds or purchases. For retail investors, note this is an ownership-structure change (common units converted to Class A shares) rather than a signal of buying or selling for cash.
Insider Transaction Report
Form 4
Medline Inc.MDLN
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.