|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CG Subsidiary Holdings L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
215,303,036.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
47,750,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Sub L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
47,750,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Holdings I L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
47,750,702.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,912,197.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group Sub L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,912,197.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group VII S1, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,912,197.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group VII S1, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,912,197.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Mozart Coinvestment Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,125,094.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Mozart Coinvestment UNLV Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,414,514.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle UNLV Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,372,589.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CPEP GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
838,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CPEP Circle Holdings L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
838,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Holdings II GP L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
167,552,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
Carlyle Holdings II L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
167,552,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
167,552,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings Sub L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
167,552,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group VII, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
167,552,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
TC Group VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
167,552,334.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-1 Holdco GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
55,566,835.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-1 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
55,566,835.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML Holdco GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
111,985,499.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-2 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
268,411.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-3 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,369,466.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-4 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,655,381.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-5 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,615,133.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-6 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,440,275.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | 58507V107 |
| 1 | Names of Reporting Persons
CP Circle ML-7 Holdco, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,636,833.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Medline Inc. | |
| (b) | Address of issuer's principal executive offices:
3 Lakes Drive, Northfield, IL, 60093 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Carlyle Group Inc.
CG Subsidiary Holdings L.L.C.
Carlyle Holdings I GP Inc.
Carlyle Holdings I GP Sub L.L.C.
Carlyle Holdings I L.P.
TC Group, L.L.C.
TC Group Sub L.P.
TC Group VII S1, L.L.C.
TC Group VII S1, L.P.
Carlyle Mozart Coinvestment Holdings, L.P.
Carlyle Mozart Coinvestment UNLV Holdco, L.P.
CP Circle UNLV Holdco, L.P.
CPEP GP, LLC
CPEP Circle Holdings L.P.
Carlyle Holdings II GP L.L.C.
Carlyle Holdings II L.L.C.
TC Group Cayman Investment Holdings, L.P.
TC Group Cayman Investment Holdings Sub L.P.
TC Group VII, L.L.C.
TC Group VII, L.P.
CP Circle ML-1 Holdco GP, LLC
CP Circle ML-1 Holdco, L.P.
CP Circle ML Holdco GP, LLC
CP Circle ML-2 Holdco, L.P.
CP Circle ML-3 Holdco, L.P.
CP Circle ML-4 Holdco, L.P.
CP Circle ML-5 Holdco, L.P.
CP Circle ML-6 Holdco, L.P.
CP Circle ML-7 Holdco, L.P. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505. | |
| (c) | Citizenship:
Each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is organized under the laws of the Cayman Islands. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware. | |
| (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:
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of the date of this filing, based upon 811,418,179 shares of Class A Common Stock outstanding as December 18, 2025 following the closing of the Issuer's initial public offering. The ownership information also assumes the conversion of the common unit of Medline Holdings, LP ("Common Units") into shares of Class A Common Stock of the Issuer on a one-to-one basis, as applicable.
The amounts reported herein include: (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) 2,615 shares of Class A Common Stock and 15,369,974 shares of Class A Common Stock underlying Common Units held by CP Circle UNLV Holdco, L.P., (iv) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 17,636,833 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,440,275 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 6,615,133 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 26,655,381 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 58,369,466 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 268,411 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock and 55,557,381 shares of Class A Common Stock underlying Common Units held by CP Circle ML-1 Holdco, L.P.
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. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by 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. Accordingly, each of the foregoing entities, including The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C. and Carlyle Holdings I L.P., may be deemed to share beneficial ownership of the securities held of record by CPEP Circle Holdings L.P.
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. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by 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. Accordingly, each of the foregoing entities, including The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P. and TC Group VII, L.L.C., may be deemed to share beneficial ownership of the securities held of record by CP Circle ML-1 Holdco, L.P. | |
| (b) | Percent of class:
See Item 11 of each of the cover pages hereto. %
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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:
See Item 5 of each of the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each of the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages hereto. | ||
| 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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Exhibit Information
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Exhibit 99: Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 13, 2026.
| The Carlyle Group Inc. | ||
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Corporate Secretary | |
| CG Subsidiary Holdings L.L.C. | ||
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| Carlyle Holdings I GP Inc. | ||
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| Carlyle Holdings I GP Sub L.L.C. | ||
| By: | Carlyle Holdings I GP Inc., its sole member | |
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| Carlyle Holdings I L.P. | ||
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| TC Group, L.L.C. | ||
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| TC Group Sub L.P. | ||
| By: | TC Group, L.L.C., its general partner | |
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| TC Group VII S1, L.L.C. | ||
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| TC Group VII S1, L.P. | ||
| By: | TC Group VII S1, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| Carlyle Mozart Coinvestment Holdings, L.P. | ||
| By: | TC Group VII S1, L.P., its general partner | |
| By: | TC Group VII S1, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| Carlyle Mozart Coinvestment UNLV Holdco, L.P. | ||
| By: | TC Group VII S1, L.P., its general partner | |
| By: | TC Group VII S1, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle UNLV Holdco, L.P. | ||
| By: | TC Group VII S1, L.P., its general partner | |
| By: | TC Group VII S1, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CPEP GP, LLC | ||
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CPEP Circle Holdings, L.P. | ||
| By: | CPEP GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| Carlyle Holdings II GP L.L.C. | ||
| By: | The Carlyle Group Inc., its sole member | |
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Corporate Secretary | |
| Carlyle Holdings II L.L.C. | ||
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| TC Group Cayman Investment Holdings, L.P. | ||
| By: | CG Subsidiary Holdings L.L.C., its general partner | |
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| TC Group Cayman Investment Holdings Sub L.P. | ||
| By: | TC Group Cayman Investment Holdings, L.P., its general partner | |
| By: | CG Subsidiary Holdings L.L.C., its general partner | |
| By: | /s/ Anne K. Frederick | |
| Name: | Anne K. Frederick | |
| Title: | Managing Director | |
| TC Group VII, L.L.C. | ||
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| TC Group VII, L.P. | ||
| By: | TC Group VII, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-1 Holdco GP, LLC | ||
| By: | TC Group VII, L.P., its managing member | |
| By: | TC Group VII, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-1 Holdco, L.P. | ||
| By: | CP Circle ML-1 Holdco GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML Holdco GP, LLC | ||
| By: | TC Group VII, L.P., its managing member | |
| By: | TC Group VII, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-2 Holdco, L.P. | ||
| By: | CP Circle ML Holdco GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-3 Holdco, L.P. | ||
| By: | CP Circle ML Holdco GP, LLC, its general partner | |
| By: | TC Group VII, L.P., its managing member | |
| By: | TC Group VII, L.L.C., its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-4 Holdco, L.P. | ||
| By: | CP Circle ML Holdco GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-5 Holdco, L.P. | ||
| By: | CP Circle ML Holdco GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-6 Holdco, L.P. | ||
| By: | CP Circle ML Holdco GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |
| CP Circle ML-7 Holdco, L.P. | ||
| By: | CP Circle ML Holdco GP, LLC, its general partner | |
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Vice President | |