Large owner Hellman & Friedman Capital Partners X (Parallel), L.P. converted options into 2,098,005 shares, sold $172,716,735 worth of shares (6,088,371 units at $28.37), disposed of 11,126,460 units of Class B Common Stock and disposed of 5,568,750 shares (SEC Form 4)

12/22/25 9:57:36 PM ET

$MDLN

Medical/Dental Instruments

Health Care

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hellman & Friedman Capital Partners X (Parallel), L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/18/2025		S		5,079,306	D	$28.3683⁽¹⁾	88,890,651	I	By Hellman & Friedman Capital Partners X (Parallel), L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2025		S		547,305	D	$28.3683⁽¹⁾	9,268,693	I	By HFCP X (Parallel - A), L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2025		S		461,760	D	$28.3683⁽¹⁾	4,806,160	I	By Mend Partners II, L.P.⁽²⁾⁽³⁾
Class B Common Stock	12/18/2025		J⁽⁴⁾⁽⁵⁾		9,028,455	D	⁽⁴⁾⁽⁵⁾	117,886,972	I	By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2025		J⁽⁶⁾⁽⁷⁾		3,157,629	D	⁽⁶⁾	85,733,022	I	By Hellman & Friedman Capital Partners X (Parallel), L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2025		J⁽⁶⁾⁽⁷⁾		313,116	D	⁽⁶⁾	8,955,577	I	By HFCP X (Parallel - A), L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2025		C⁽⁸⁾⁽⁹⁾		2,098,005	A	⁽⁸⁾	2,117,315	I	By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾
Class A Common Stock	12/18/2025		J⁽⁶⁾⁽⁷⁾⁽⁹⁾		2,098,005	D	⁽⁶⁾	19,310	I	By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾
Class B Common Stock	12/18/2025		J⁽⁴⁾⁽⁹⁾		2,098,005	D	⁽⁴⁾⁽⁹⁾	115,788,967	I	By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽⁸⁾	12/18/2025		S			9,028,455	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,028,455	$28.3687⁽¹⁾	117,886,972	I	By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾
Common Units	⁽⁸⁾	12/18/2025		C⁽⁸⁾⁽⁹⁾			2,098,005	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,098,005	⁽⁸⁾	115,788,967	I	By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Hellman & Friedman Capital Partners X (Parallel), L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HFCP X (Parallel-A), L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mend Partners II, L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mend Investment Holdings I, L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hellman & Friedman Investors X, L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mend Partners GP, LLC

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mend Investment Holdings GP, LLC

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Hellman & Friedman Capital Partners X, L.P.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

H&F Corporate Investors X, Ltd.

(Last)

(First)

(Middle)

C/O HELLMAN & FRIEDMAN LLC

415 MISSION STREET, SUITE 5700

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This amount represents the $29.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.63173 per share sold by the Reporting Persons to the Issuer in connection with the Issuer's initial public offering.

2. Hellman & Friedman Investors X, L.P. ("Investors X GP") is the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. Mend Partners GP, LLC ("Mend GP") is the general partner of Mend Partners II, L.P. Investors X GP is the managing member of Mend GP. Mend Investment Holdings GP, LLC ("Mend Investment GP") is the general partner of Mend Investment Holdings I, L.P. Hellman & Friedman Capital Partners X, L.P. ("HFCP X") is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. H&F Corporate Investors X, Ltd. ("Investors X Ltd.") is the general partner of Investors X GP.

3. (Continued from footnote 2) A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), Mend Partners II, L.P., and Mend Investment Holdings I, L.P. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares.

4. 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 Class A common stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.

5. On December 18, 2025, Mend Investment Holdings I, L.P. sold 9,028,455 Common Units to the Issuer at a price of $28.3687 per unit as shown in Table II. In connection with such sale, the Issuer automatically cancelled an equivalent number of shares of Class B Common Stock held by Mend Investment Holdings I, L.P.

6. On December 18, 2025, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

7. The recipients of the shares of Class A Common Stock distributed pursuant to footnote 6 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the initial public offering of the Issuer, provided that shares constituting less than 1% of the Issuer's outstanding common stock in the aggregate that are being delivered to charitable organizations will not be subject to such restrictions.

8. 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.

9. On December 18, 2025, Mend Investment Holdings I, L.P. exchanged 2,098,005 Common Units for an equal number of shares of Class A Common Stock in connection with the distribution described above in footnote 6 and the Issuer automatically cancelled an equivalent number of shares of Class B Common Stock held by Mend Investment Holdings I, L.P.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Exchange Act, or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P.	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the general partner of HFCP X (Parallel - A), L.P.	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the managing member of Mend Partners GP, LLC, the general partner of Mend Partners II, L.P.	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Capital Partners X, L.P., the managing member of Mend Investment Holdings GP, LLC, the G.P. of Mend Investment Holdings I, L.P.	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P.	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the managing member of Mend Partners GP, LLC	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the general partner of Hellman & Friedman Investors X, L.P., the G.P. of Hellman & Friedman X Capital Partners, L.P., the managing member of Mend Investment Holding GP LLC	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd., the G.P. of Hellman & Friedman Investors X, L.P., the G.P. of the general partner of Hellman & Friedman Capital Partners X, L.P.	12/22/2025
	By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd.	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

3. Transaction Code (Instr. 8)

4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Class A Common Stock

12/18/2025

5,079,306

$28.3683⁽¹⁾

88,890,651

By Hellman & Friedman Capital Partners X (Parallel), L.P.⁽²⁾⁽³⁾

Class A Common Stock

12/18/2025

547,305

$28.3683⁽¹⁾

9,268,693

By HFCP X (Parallel - A), L.P.⁽²⁾⁽³⁾

Class A Common Stock

12/18/2025

461,760

$28.3683⁽¹⁾

4,806,160

By Mend Partners II, L.P.⁽²⁾⁽³⁾

Class B Common Stock

12/18/2025

J⁽⁴⁾⁽⁵⁾

9,028,455

⁽⁴⁾⁽⁵⁾

117,886,972

By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Class A Common Stock

12/18/2025

J⁽⁶⁾⁽⁷⁾

3,157,629

⁽⁶⁾

85,733,022

By Hellman & Friedman Capital Partners X (Parallel), L.P.⁽²⁾⁽³⁾

Class A Common Stock

12/18/2025

J⁽⁶⁾⁽⁷⁾

313,116

⁽⁶⁾

8,955,577

By HFCP X (Parallel - A), L.P.⁽²⁾⁽³⁾

Class A Common Stock

12/18/2025

C⁽⁸⁾⁽⁹⁾

2,098,005

⁽⁸⁾

2,117,315

By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Class A Common Stock

12/18/2025

J⁽⁶⁾⁽⁷⁾⁽⁹⁾

2,098,005

⁽⁶⁾

19,310

By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Class B Common Stock

12/18/2025

J⁽⁴⁾⁽⁹⁾

2,098,005

⁽⁴⁾⁽⁹⁾

115,788,967

By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units

⁽⁸⁾

12/18/2025

9,028,455

⁽⁸⁾

Class A Common Stock

9,028,455

$28.3687⁽¹⁾

117,886,972

By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Common Units

⁽⁸⁾

12/18/2025

C⁽⁸⁾⁽⁹⁾

2,098,005

⁽⁸⁾

Class A Common Stock

2,098,005

⁽⁸⁾

115,788,967

By Mend Investment Holdings I, L.P.⁽²⁾⁽³⁾

Large owner Hellman & Friedman Capital Partners X (Parallel), L.P. converted options into 2,098,005 shares, sold $172,716,735 worth of shares (6,088,371 units at $28.37), disposed of 11,126,460 units of Class B Common Stock and disposed of 5,568,750 shares (SEC Form 4)

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Recent Analyst Ratings for
$MDLN

Large owner Hellman & Friedman Capital Partners X (Parallel), L.P. converted options into 2,098,005 shares, sold $172,716,735 worth of shares (6,088,371 units at $28.37), disposed of 11,126,460 units of Class B Common Stock and disposed of 5,568,750 shares (SEC Form 4)

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Recent Analyst Ratings for
$MDLN

$MDLN
Insider Purchases

Large owner Gic Private Ltd sold $289,480,090 worth of shares (10,204,351 units at $28.37) and bought $364,999,974 worth of shares (12,586,206 units at $29.00) (SEC Form 4)

Director Mills Andrew J. was granted 30,655 units of Class B Common Stock and bought $74,999,974 worth of shares (2,586,206 units at $29.00) (SEC Form 4)

Director Mills Charles N. was granted 64,005 units of Class B Common Stock and bought $74,799,990 worth of shares (2,579,310 units at $29.00) (SEC Form 4)

$MDLN
Press Releases

Medline Announces Participation in J.P. Morgan 2026 Healthcare Conference

Medline Announces Closing of Upsized Initial Public Offering and Full Exercise of Underwriters' Option to Purchase Additional Shares

$MDLN
Insider Trading