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    SEC Form SCHEDULE 13G filed by Medline Inc.

    2/13/26 4:30:02 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care
    Get the next $MDLN alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    Medline Inc.

    (Name of Issuer)


    Class A Common Stock, par value $0.0001 per share

    (Title of Class of Securities)


    58507V107

    (CUSIP Number)


    12/31/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Mozart Aggregator II LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    142,918,680.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    142,918,680.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    142,918,680.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    17.6 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    BCP Mozart Aggregator L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    72,384,356.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    72,384,356.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    72,384,356.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    8.2 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Blackstone Management Associates VIII L.L.C.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    142,918,680.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    142,918,680.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    142,918,680.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    17.6 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    BCP 8 Holdings Mozart Manager L.L.C.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    72,384,356.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    72,384,356.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    72,384,356.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    8.2 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    BMA VIII L.L.C.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    215,303,036.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    215,303,036.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    215,303,036.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    24.4 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Blackstone Holdings II L.P.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    215,303,036.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    215,303,036.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    215,303,036.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    24.4 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Blackstone Holdings I/II GP L.L.C.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    215,303,036.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    215,303,036.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    215,303,036.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    24.4 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Blackstone Inc.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    215,303,036.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    215,303,036.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    215,303,036.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    24.4 %
    12Type of Reporting Person (See Instructions)

    CO


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Blackstone Group Management L.L.C.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    215,303,036.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    215,303,036.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    215,303,036.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    24.4 %
    12Type of Reporting Person (See Instructions)

    OO


    SCHEDULE 13G

    CUSIP No.
    58507V107


    1Names of Reporting Persons

    Stephen A. Schwarzman
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    215,303,036.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    215,303,036.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    215,303,036.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    24.4 %
    12Type of Reporting Person (See Instructions)

    IN


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Medline Inc.
    (b)Address of issuer's principal executive offices:

    3 Lakes Drive, Northfield, Illinois 60093
    Item 2. 
    (a)Name of person filing:

    Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (i) Mozart Aggregator II LP c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (ii) BCP Mozart Aggregator L.P. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (iii) Blackstone Management Associates VIII L.P. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (iv) BCP 8 Holdings Mozart Manager L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (v) BMA VIII L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (vi) Blackstone Holdings II L.P. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (vii) Blackstone Holdings I/II GP L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (viii) Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (ix) Blackstone Group Management L.L.C. c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: State of Delaware (x) Stephen A. Schwarzman c/o Blackstone Inc. 345 Park Avenue New York, NY 10154 Citizenship: United States
    (b)Address or principal business office or, if none, residence:

    See Item 2(a).
    (c)Citizenship:

    See Item 2(a).
    (d)Title of class of securities:

    Class A Common Stock, par value $0.0001 per share
    (e)CUSIP No.:

    58507V107
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    The information required by Items 4(a)-(c) with respect to each Reporting Person is set forth in Rows 5-11 of the applicable cover page hereto, and is incorporated herein by reference. As of December 31, 2025, the Reporting Persons may be deemed to beneficially own an aggregate of 215,303,036 shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") of Medline Inc. (the "Issuer") as follows: Mozart Aggregator II LP directly holds 142,918,680 shares of Class A Common Stock; BCP Mozart Aggregator L.P. directly holds 11,724 shares of Class A Common Stock and 72,372,632 Common Units of Medline Holdings, LP (a "Common Unit") and an equal number of shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"). Mozart Aggregator II LP and BCP Mozart Aggregator L.P. are together referred to herein as the "Blackstone Holders." Shares of the 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. 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 the 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. Upon a sale or 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. Blackstone Management Associates VIII L.L.C. is the general partner of Mozart Aggregator II LP. BCP 8 Holdings Mozart Manager L.L.C. is the general partner of BCP Mozart Aggregator L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. and is the managing member of BCP 8 Holdings Mozart Manager L.L.C. 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 its senior managing directors and controlled by its founder, Stephen A. Schwarzman. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Each such Reporting Person may be deemed to beneficially own the Class A Common Stock beneficially owned directly by the Blackstone Holders or indirectly controlled by it or them, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Holders to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act.
    (b)Percent of class:

    Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class A Common Stock listed on such Reporting Person's cover page, calculated pursuant to Rule 13d-3 of the Act. Calculations are based on 811,418,179 shares of Class A Common Stock outstanding as of December 18, 2025, as set forth in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on December 18, 2025, following the underwriters' exercise in full of their option to purchase additional shares of Class A Common Stock, and assumes the conversion of all of the Common Units beneficially owned by each respective Reporting Person.
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    See the information set forth in Row 5 on each cover page.

     (ii) Shared power to vote or to direct the vote:

    See the information set forth in Row 6 on each cover page.

     (iii) Sole power to dispose or to direct the disposition of:

    See the information set forth in Row 7 on each cover page.

     (iv) Shared power to dispose or to direct the disposition of:

    See the information set forth in Row 8 on each cover page.

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Not Applicable
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    Not Applicable
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    Not Applicable

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Mozart Aggregator II LP
     
    Signature:/s/ Robert Brooks
    Name/Title:By: Blackstone Management Associates VIII L.L.C., its GP, By: BMA VIII L.L.C., its GP, By: Robert Brooks, Authorized Signatory
    Date:02/13/2026
     
    BCP Mozart Aggregator L.P.
     
    Signature:/s/ Robert Brooks
    Name/Title:By: BCP 8 Holdings Mozart Manager L.L.C., its general partner, By: BMA VIII L.L.C., its managing member, By: Robert Brooks, Authorized Signatory
    Date:02/13/2026
     
    Blackstone Management Associates VIII L.L.C.
     
    Signature:/s/ Christopher Striano
    Name/Title:By: BMA VIII L.L.C., its general partner, By: Christopher Striano, Senior Managing Director and Chief Operating Officer of Global Finance
    Date:02/13/2026
     
    BCP 8 Holdings Mozart Manager L.L.C.
     
    Signature:/s/ Christopher Striano
    Name/Title:By: BMA VIII L.L.C., its managing member, By: Christopher Striano, Senior Managing Director and Chief Operating Officer of Global Finance
    Date:02/13/2026
     
    BMA VIII L.L.C.
     
    Signature:/s/ Christopher Striano
    Name/Title:Christopher Striano, Senior Managing Director and Chief Operating Officer of Global Finance
    Date:02/13/2026
     
    Blackstone Holdings II L.P.
     
    Signature:/s/ Victoria Portnoy
    Name/Title:By: Blackstone Holdings I/II GP L.L.C., its general partner, By: Victoria Portnoy, Managing Director - Assistant Secretary
    Date:02/13/2026
     
    Blackstone Holdings I/II GP L.L.C.
     
    Signature:/s/ Victoria Portnoy
    Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary
    Date:02/13/2026
     
    Blackstone Inc.
     
    Signature:/s/ Victoria Portnoy
    Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary
    Date:02/13/2026
     
    Blackstone Group Management L.L.C.
     
    Signature:/s/ Victoria Portnoy
    Name/Title:Victoria Portnoy, Managing Director - Assistant Secretary
    Date:02/13/2026
     
    Stephen A. Schwarzman
     
    Signature:/s/ Stephen A. Schwarzman
    Name/Title:Stephen A. Schwarzman
    Date:02/13/2026
    Exhibit Information

    EXHIBIT LIST Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons, dated as of February 13, 2026.

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    New insider Carlyle Mozart Coinvestment Unlv Holdco, L.P. claimed ownership of 15,417,129 shares and claimed ownership of 15,369,974 units of Class B Common Stock (SEC Form 3)

    3 - Medline Inc. (0002046386) (Issuer)

    2/13/26 4:30:19 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care

    Large owner Carlyle Mozart Coinvestment Holdings, L.P. disposed of 15,414,514 shares, decreasing direct ownership by 49% to 16,125,094 units (SEC Form 4)

    4 - Medline Inc. (0002046386) (Issuer)

    2/13/26 4:30:06 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care

    Former 10% Owners Cp Circle Holdings, L.P. disposed of 2,615 shares and disposed of 15,369,974 units of Class B Common Stock, closing all direct ownership in the company (SEC Form 4)

    4 - Medline Inc. (0002046386) (Issuer)

    2/13/26 4:30:08 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care

    $MDLN
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

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    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)

    4 - Medline Inc. (0002046386) (Issuer)

    12/22/25 5:26:57 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care

    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)

    4 - Medline Inc. (0002046386) (Issuer)

    12/22/25 4:30:06 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care

    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)

    4 - Medline Inc. (0002046386) (Issuer)

    12/22/25 4:30:04 PM ET
    $MDLN
    Medical/Dental Instruments
    Health Care

    $MDLN
    Financials

    Live finance-specific insights

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    Medline to report fourth quarter and full year 2025 results on February 25, 2026

    NORTHFIELD, Ill., Jan. 28, 2026 (GLOBE NEWSWIRE) -- Medline Inc. ("Medline") (NASDAQ:MDLN) today announced that it plans to report fourth quarter and full year 2025 financial results on Wednesday, February 25, 2026. A press release and supplemental materials will be issued before the market opens. The company will host a webcast and conference call at 9:30am ET/ 8:30am CT to discuss the financial results. Information about Medline's financial results, including a link to the live webcast, will be available on the Events page of Medline's Investor Relations website at ir.medline.com. A replay of the webcast will be available following the event through the same website. About MedlineMedli

    1/28/26 9:00:00 AM ET
    $MDLN
    Medical/Dental Instruments
    Health Care