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Medline Inc.·4

Mar 6, 6:59 PM ET

TC Group Cayman Investment Holdings, L.P. 4

Research Summary

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Updated

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.