4//SEC Filing
CP VII Circle Holdings-A, L.P. 4
Accession 0001493152-26-003099
CIK 0002046386other
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 4:30 PM ET
Size
21.3 KB
Accession
0001493152-26-003099
Research Summary
AI-generated summary of this filing
Medline (MDLN) 10% Owners Transfer 94.35M Shares
What Happened
- Several affiliated 10% owners of Medline (reporting persons connected to The Carlyle Group) reported an “other disposition” (transaction code J) on January 16, 2026, reflecting transfers of 94,348,666 shares of Class A common stock.
- Footnote detail shows the transfers were for no consideration and consist of five component moves (2,440,275; 6,615,133; 26,655,381; 58,369,466; and 268,411 shares). No dollar prices are reported (N/A).
- This was an internal reallocation among related entities (not an open‑market sale) and therefore does not necessarily signal a manager-level buy or sell decision.
Key Details
- Transaction date: January 16, 2026. Filing date: January 21, 2026 (filed on time). Transaction code: J (other acquisition/disposition).
- Shares transferred: 94,348,666 total; prices and dollar values: N/A — transfers reported as “no consideration.”
- Post-transaction ownership: per the filing, several entities (CP VII Circle AIF Holdings, CP VII Circle Holdings, CP VII Circle Holdings‑A, CP VIII Circle AIF Holdings, and CP VIII Circle Holdings) no longer beneficially own securities of the issuer.
- Notable footnotes: F1 describes the no‑consideration transfers and lists the per-entity share amounts and lock‑up restrictions; F3–F4 explain the Carlyle-related ownership/control chain tying the reporting entities together.
- Nature of filing: institutional/affiliate transfer (10% owners), not a typical insider executive trade; not a purchase or public sale.
Context
- Transaction code J often reflects transfers among affiliates or changes in ownership form rather than a market trade. These transfers were governed by a lock‑up agreement, meaning the recipients are subject to transfer/sale restrictions.
- For retail investors: this is an organizational reshuffling by major holders (Carlyle-related entities) and should be viewed differently from an executive buying or selling stock in the open market.
Insider Transaction Report
Form 4Exit
Medline Inc.MDLN
Transactions
- Other
Class A Common Stock
[F1][F2][F3][F4]2026-01-16−94,348,666→ 0 total(indirect: See footnotes)
Footnotes (4)
- [F1]Reflects the following transfers to affiliated entities for no consideration: (i) 2,440,275 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (ii) 6,615,133 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (iii) 26,655,381 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (iv) 58,369,466 shares of Class A Common Stock held by CP VII Circle Holdings, L.P. and (v) 268,411 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P. Pursuant to the terms of a lock-up agreement, the affiliated entities are bound to certain restrictions on the shares transferred, as set forth therein.
- [F2]Following the transactions reported in this Form 4, each of 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. and CP VIII Circle Holdings, L.P. no longer beneficially own securities of the Issuer.
- [F3]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 CP VII Circle Holdings, L.P. and CP VII Circle Holdings - A, L.P., and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp.
- [F4]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.
Documents
Issuer
Medline Inc.
CIK 0002046386
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002091292
Filing Metadata
- Form type
- 4
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 4:30 PM ET
- Size
- 21.3 KB