BX Mozart ML-2 Holdco L.P. 4

What Happened

• BX Mozart ML-2 Holdco L.P. (a reported 10% owner) sold multiple blocks of Medline Inc. (MDLN) Class A common stock on March 10, 2026. The reported sales: 16,479,083 shares, 8,241,723 shares, 1,886,636 shares and 1,245,544 shares at $40.51 per share, totaling approximately $1,128,268,756. An additional 366,337 shares were disposed via an “other” disposition (code J) with no price shown in the excerpt.
• Footnote F1 explains the block sales were in connection with the closing of a secondary offering and were sold to the underwriters at the public offering price ($41.00) less underwriting discounts ($0.492), yielding the reported net per-share amount (~$40.51).

Key Details

• Transaction dates and prices: March 10, 2026 — multiple disposals at $40.51 per share (reported); one J-coded disposition of 366,337 shares (no price listed).
• Total disclosed proceeds (four priced blocks): ≈ $1.128 billion; plus 366,337 shares disposed by other means (per filing).
• Shares owned after transaction: not specified in the provided excerpt; the filing reflects holdings across several affiliated entities (see footnotes F2–F7).
• Notable footnotes:
  • F1: Sales tied to secondary offering and underwriter allocation (net price shown).
  • F9: An affiliate (Mozart Aggregator II LP) made in‑kind distributions of shares to an investor and affiliated entities; distributees agreed to the lock-up agreement terms.
  • F2–F7: Describe the ownership chain among Blackstone-related entities and disclaimers of beneficial ownership among reporting persons.
• Filing timeliness: Reported transaction date Mar 10, 2026; Form 4 filed Mar 12, 2026 (appears timely under Section 16 reporting rules).

Context

• This is an institutional/affiliate sale by a 10% owner tied to a secondary offering and in‑kind distributions — not an individual executive selling on personal account. Such offering-related dispositions are typically routine liquidity transactions and do not by themselves signal management sentiment.
• Transaction codes: S = Sale (open market/private sale to underwriters here); J = Other acquisition/disposition (used here for in-kind distribution). For a full ownership picture across affiliates, consult the complete Form 4 and related filings.