Medline Inc.

03/12/2026 | Press release | Distributed by Public on 03/12/2026 18:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hellman & Friedman Capital Partners X (Parallel), L.P.
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)
(Last) (First) (Middle)
C/O HELLMAN & FRIEDMAN LLC, 415 MISSION STREET, SUITE 5700
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026
(Street)
SAN FRANCISCO, CA 94105
4. If Amendment, Date 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
(City) (State) (Zip)
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 V Amount (A) or (D) Price
Class A Common Stock 03/10/2026 S 14,639,754 D $40.508(1) 558,307 I By Mend Investment Holdings I, L.P.(2)(3)
Class A Common Stock 03/10/2026 S 629,933 D $40.508(1) 4,176,227 I By Mend Partners II, L.P.(2)(3)
Class A Common Stock 03/10/2026 S(4) 9,801,455 D $40.508(1)(4) 75,931,567 I By Hellman & Friedman Capital Partners X (Parallel), L.P.(2)(3)
Class A Common Stock 03/10/2026 S(4) 1,060,095 D $40.508(1)(4) 7,895,482 I By HFCP X (Parallel - A), L.P.(2)(3)
Class A Common Stock 03/10/2026 J(5)(6) 538,997 D (5) 19,310 I By Mend Investment Holdings I, L.P.(2)(3)
Class A Common Stock 03/10/2026 J(5)(6) 1,435,395 D (5) 74,496,172 I By Hellman & Friedman Capital Partners X (Parallel), L.P.(2)(3)
Class A Common Stock 03/10/2026 J(5)(6) 113,694 D (5) 7,781,788 I By HFCP X (Parallel - A), L.P.(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hellman & Friedman Capital Partners X (Parallel), L.P.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
HFCP X (Parallel-A), L.P.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
Mend Partners II, L.P.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
Mend Investment Holdings I, L.P.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
Hellman & Friedman Investors X, L.P.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
Mend Partners GP, LLC
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
Mend Investment Holdings GP, LLC
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
Hellman & Friedman Capital Partners X, L.P.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X
H&F Corporate Investors X, Ltd.
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X

Signatures

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. 03/12/2026
**Signature of Reporting Person Date
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. 03/12/2026
**Signature of Reporting Person Date
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. 03/12/2026
**Signature of Reporting Person Date
By: /s/ Jacob Best; VP of H&F Corporate Investors X, Ltd., the GP of Hellman & Friedman Investors X, L.P., the GP of Hellman & Friedman Capital Partners X, L.P., the MM of Mend Investment Holdings GP, LLC, the GP of Mend Investment Holdings I, L.P. 03/12/2026
**Signature of Reporting Person Date
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. 03/12/2026
**Signature of Reporting Person Date
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 03/12/2026
**Signature of Reporting Person Date
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 03/12/2026
**Signature of Reporting Person Date
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, L.P. 03/12/2026
**Signature of Reporting Person Date
By: /s/ Jacob Best; Jacob Best, Vice President of H&F Corporate Investors X, Ltd. 03/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This amount represents the $41.00 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 $0.492 per share sold by the Reporting Persons in connection with an underwritten 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) On March 10, 2026, Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. contributed shares of Class A common stock to certain of their respective wholly owned subsidiaries, which subsidiaries immediately sold such shares in the underwritten public offering referred to above.
(5) On March 10, 2026, 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").
(6) The recipients of the shares of Class A Common Stock distributed pursuant to footnote 5 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the underwritten public offering of the Issuer referred to above, 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.

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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to 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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