CP VII Circle Holdings-A, L.P. 4

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.