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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Medline Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
58507V107 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Mozart Holdco, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
234,308,304.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
22.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Amounts presented in rows 5 through 9 consist of (i) 287,648 shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Medline Inc., a Delaware corporation (the "Issuer") held by Mozart Holdco, Inc., a Delaware corporation ("Mozart Holdco") and (ii) 234,020,656 common units ("Common Units") of Medline Holdings, LP, a Delaware limited partnership and a direct subsidiary of the Issuer ("Medline Holdings") (paired with an equal number of shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer), which are exchangeable for shares of Class A Common Stock upon the corresponding cancellation of an equal number of shares of Class B Common Stock held by Mozart Holdco.
The percentage presented in row 11 is calculated based on 811,418,179 shares of Class A Common Stock outstanding as of December 18, 2025, as reported in the Issuer's final prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on December 18, 2025, following the underwriters' exercise in full of their option to purchase additional shares of Class A Common Stock, and assuming the exchange of 234,020,656 Common Units for 234,020,656 shares of Class A Common Stock and the corresponding cancellation of 234,020,656 shares of Class B Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Medline Inc. | |
| (b) | Address of issuer's principal executive offices:
3 Lakes Drive, Northfield, Illinois 60093 | |
| Item 2. | ||
| (a) | Name of person filing:
Mozart Holdco, Inc. | |
| (b) | Address or principal business office or, if none, residence:
c/o Medline Inc.
3 Lakes Drive
Northfield, Illinois 60093 | |
| (c) | Citizenship:
Mozart Holdco, Inc. is a Delaware corporation | |
| (d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
58507V107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Ownership information with respect to Mozart Holdco is incorporated by reference to rows (5) through (11) and to the narrative under the caption "Comment for Type of Reporting Person" on the cover page.
Pursuant to the terms of the Exchange Agreement between the Issuer, Medline Holdings and the other parties thereto, dated as of December 16, 2025 (the "Exchange Agreement"), at the option of the holder, Common Units may be exchanged 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, and are included in the amount of Class A Common Stock beneficially owned, provided that 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, in accordance with the terms and procedures set forth in the Exchange Agreement.
Investment and voting decisions over the securities of the Issuer and of Medline Holdings held by Mozart Holdco are made by a board of directors consisting of three or more directors. | |
| (b) | Percent of class:
22.4% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
234,308,304.00 | ||
| (ii) Shared power to vote or to direct the vote:
0.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
234,308,304.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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