Medline Inc.·4

Mar 6, 7:02 PM ET

TC Group, LLC 4

Research Summary

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Medline (MDLN) 10% Owner Carlyle Converts 9.3M Units to Class A Stock

What Happened
The Carlyle Group Inc., a 10% owner of Medline (MDLN), converted Common Units held by its affiliated funds into 9,297,883 shares of Medline Class A common stock (8,085,116 on Mar 4, 2026 and 1,212,767 on Mar 5, 2026). The conversions are reported as derivative conversions (transaction code C) and related acquisition/disposition entries (code J). The reported disposal/conversion price is $0.00 — these were unit-to-stock exchanges under the company’s exchange agreement, not cash sales.

Key Details

  • Transaction dates and amounts: Mar 4, 2026 — 8,085,116 shares converted; Mar 5, 2026 — 1,212,767 shares converted; total = 9,297,883 shares.
  • Reported price: $0.00 (reflects conversion/exchange, not a market sale or cash proceeds).
  • Shares owned after transactions: Carlyle-affiliated entities hold a combined 153,673,564 Class A shares (per footnotes listing post-transaction holdings across the Carlyle funds).
  • Notable footnotes:
    • F1 / F9 — specifics of which funds exchanged how many Common Units into Class A shares (one-for-one basis).
    • F2 — holders have a perpetual right to exchange Common Units for Class A shares one-for-one (subject to customary adjustments).
    • F8 — cancellation of equivalent Class B shares occurred upon exchange.
  • Filing: Form 4 filed Mar 6, 2026 reporting transactions on Mar 4–5; filing appears timely.
  • Nature of filer: This is institutional/affiliate activity by a 10% owner (Carlyle-related entities), not an individual executive’s buy/sell.

Context

  • These entries are conversions of private Common Units into publicly traded Class A common stock under the issuer’s exchange agreement — not open-market purchases or sales.
  • Because no cash was received and the transactions reflect unit-to-share exchanges, they should not be read as routine insider buying or selling for liquidity; they are structural ownership changes among Carlyle affiliates.