New insider Mozart Aggregator Unlv Holdco L.P. claimed ownership of 14,395,879 shares and claimed ownership of 9,501,507 units of Class B Common Stock (SEC Form 3)
$MDLN
Medical/Dental Instruments
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/11/2026 |
3. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 14,394,340 | I | See Footnotes(1)(3)(5)(8)(9) |
| Class A Common Stock | 1,539 | I | See Footnotes(2)(4)(5)(8)(9) |
| Class B Common Stock | 9,501,507(6) | I | See Footnotes(2)(4)(5)(8)(9) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Units of Medline Holdings, LP | (7) | (7) | Class A Common Stock | 9,501,507 | (7) | I | See Footnotes(2)(4)(5)(8)(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. On February 11, 2026, Mozart Aggregator II LP contributed 14,394,340 shares of Class A Common Stock (the "Class A Common Stock") of Medline Inc. ("Issuer") previously held directly by it to Mozart Aggregator II UNLV Holdco L.P. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein. Reporting Persons have agreed to be bound in writing by the restrictions set forth in the Lock Up Agreement entered into by and among Blackstone Inc. and its affiliates and the underwriters. |
| 2. On February 11, 2026, BCP Mozart Aggregator L.P. contributed 1,539 shares of Class A Common Stock of the Issuer, 9,501,507 shares of Class B common stock ("Class B Common Stock") of the Issuer and 9,501,507 common units of Medline Holdings, L.P. ("Common Units") previously held directly by it to Mozart Aggregator UNLV Holdco L.P. No securities of the Issuer were purchased, sold or otherwise transferred in connection with the contributions described herein. Reporting Persons have agreed to be bound in writing by the restrictions set forth in the Lock Up Agreement entered into by and among Blackstone Inc. and its affiliates and the underwriters. |
| 3. Reflects securities of the Issuer held directly by Mozart Aggregator II UNLV Holdco L.P. Mozart Aggregator II LP is the sole limited partner of Mozart Aggregator II UNLV Holdco L.P. Blackstone Management Associates VIII L.P. is the general partner of Mozart Aggregator II LP and of Mozart Aggregator II UNLV Holdco L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. |
| 4. Reflects securities of the Issuer held directly by Mozart Aggregator UNLV Holdco L.P. BCP Mozart Aggregator L.P. is the sole limited partner of Mozart Aggregator UNLV Holdco L.P. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of BCP Mozart Aggregator L.P. and of Mozart Aggregator UNLV Holdco L.P. BMA VIII L.L.C. is the managing member of BCP 8 Holdings Mozart Manager L.L.C. |
| 5. Blackstone Holdings II L.P. is the managing member of BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| 6. Shares of 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 held. Upon an exchange of Common Units for shares of Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. |
| 7. 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. |
| 8. Each such Reporting Person may be deemed to beneficially own the securities of the Issuer directly held by Mozart Aggregator UNLV Holdco L.P. and Mozart Aggregator II UNLV Holdco L.P. directly or indirectly controlled by it or him, but each (other than Mozart Aggregator UNLV Holdco L.P. and Mozart Aggregator II UNLV Holdco L.P. to the extent of their respective direct holdings) disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than Mozart Aggregator UNLV Holdco L.P. and Mozart Aggregator II UNLV Holdco L.P. to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| 9. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| MOZART AGGREGATOR UNLV HOLDCO L.P. By: BCP 8 Holdings Mozart Manager L.L.C., its general partner, By: BMA VIII L.L.C., its managing member, By: /s/ Robert Brooks Name: Robert Brooks, Title: Authorized Signatory | 02/23/2026 | |
| MOZART AGGREGATOR II UNLV HOLDCO L.P. By: BLACKSTONE MANAGEMENT ASSOCIATES VIII L.P., its general partner, By: BMA VIII L.L.C., its general partner, By: /s/ Robert Brooks Name: Robert Brooks, Title: Authorized Signatory | 02/23/2026 | |
| ** 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 5 (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. | ||