TC Group VII S1, L.L.C. - 17 Dec 2025 Form 3 Insider Report for Medline Inc. (MDLN)

Role
10%+ Owner
Signature
TC Group VII S1, L.L.C., By: TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director
Issuer symbol
MDLN
Transactions as of
17 Dec 2025
Net transactions value
$0
Form type
3
Filing time
17 Dec 2025, 19:15:13 UTC
Next filing
22 Dec 2025
SEC
View on sec.gov

Reporting Owners (7)

Name Relationship Address Signature Signature date CIK
TC Group VII S1, L.L.C. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON TC Group VII S1, L.L.C., By: TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 17 Dec 2025 0001772672
TC Group VII S1, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON TC Group VII S1, L.P., By: TC Group VII S1, L.L.C., its general partner, TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 17 Dec 2025 0001772631
TC Group VIII, L.L.C. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON TC Group VIII, L.L.C., By: CG Subsidiary Holdings L.L.C., its sole member, /s/ Anne Frederick, Managing Director 17 Dec 2025 0002091280
TC Group VIII, L.P. 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON TC Group VIII, L.P., By: TC Group VIII, L.L.C., its general partner, CG Subsidiary Holdings L.L.C., its sole member, /s/ Anne Frederick, Managing Director 17 Dec 2025 0002092095
TC Group VII Lux GP, S.a.r.l. 10%+ Owner C/O THE CARLYLE GROUP 2,, AVENUE CHARLES DE GAULLE,, LUXEMBOURG,, LUXEMBOURG TC Group VII Lux GP, S.a r.l., By: TC Group Sub L.P., its managing member, TC Group, L.L.C., its general partner, /s/ Anne Frederick, Managing Director 17 Dec 2025 0002091290
TC Group VIII Lux GP, S.a.r.l. 10%+ Owner 9, RUE DE BITBOURG, LUXEMBOURG, LUXEMBOURG TC Group VIII Lux GP, S.a r.l., By: CG Subsidiary Holdings L.L.C., its manager, /s/ Anne Frederick, Managing Director 17 Dec 2025 0002091295
CPEP GP, LLC 10%+ Owner C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW SUITE 220 S, WASHINGTON CPEP GP, LLC, By: CG Subsidiary Holdings L.L.C., its manager, /s/ Anne Frederick, Managing Director 17 Dec 2025 0002100740

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MDLN Class A Common Stock 158,245,640 17 Dec 2025 See footnotes F1, F2, F3
holding MDLN Class B Common Stock 77,742,972 17 Dec 2025 See footnotes F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MDLN Common Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 77,742,972 See footnotes F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects (i) 53,901,144 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,674,728 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 63,977,403 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (iv) 294,199 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 7,250,692 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 29,216,339 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (vii) 919,066 shares of Class A Common Stock held by CPEP Circle Holdings L.P. and (viii) 12,069 shares of Class A Common Stock and 77,742,972 Common Units and shares of Class B Common Stock held by CP Circle Holdings, L.P.
F2 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 reported herein, 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., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P. and CP Circle Holdings, L.P. and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp.
F3 CG Subsidiary Holdings L.L.C. is also the sole member of TC Group VIII, L.L.C., which is the general partner of TC Group VIII, L.P., which is the Delaware general partner of CP VIII Circle AIF Holdings, S.C.Sp. and the general partner of CP VIII Circle Holdings, L.P. TC Group Sub L.P. is also the general partner of TC Group VII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VIII Circle AIF Holdings, S.C.Sp., and the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.
F4 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 of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
F5 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.

Remarks:

Due to the limitations of the electronic filing system, The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., TC Group Sub L.P., Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle AIF Holdings, S.C.Sp., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P., CP VIII Circle AIF Holdings, S.C.Sp., CP VIII Circle Holdings, L.P., CPEP Circle Holdings L.P. and CP Circle Holdings, L.P. are filing a separate Form 3.