| (a) | Name of person filing:
This Amendment No. 1 ("Amendment") amends the initial statement on Schedule 13G (the "Schedule 13G") jointly filed on February 13, 2026 by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"):
(i) Hellman & Friedman Capital Partners X (Parallel), L.P., a Cayman Islands exempted limited partnership ("HFCP X Parallel");
(ii) HFCP X (Parallel - A), L.P., a Delaware limited partnership ("HFCP X Parallel-A");
(iii) Mend Partners II, L.P., a Delaware limited partnership ("Mend Partners II");
(iv) Mend Investment Holdings I, L.P., a Delaware limited partnership ("Mend Investment I");
(v) Hellman & Friedman Investors X, L.P., a Cayman Islands exempted limited partnership ("Investors X GP");
(vi) Mend Partners GP, LLC, a Delaware limited liability company ("Mend GP");
(vii) Mend Investment Holdings GP, LLC, a Delaware limited liability company ("Mend Investment GP");
(viii) Hellman & Friedman Capital Partners X, L.P., a Cayman Islands exempted limited partnership ("HFCP X"); and
(ix) H&F Corporate Investors X, Ltd., a Cayman Islands exempted company ("Investors X Ltd.").
Investors X GP is the general partner of HFCP X Parallel and HFCP X Parallel-A. Mend GP is the general partner of Mend Partners II. Investors X GP is the managing member of Mend GP. Mend Investment GP is the general partner of Mend Investment I. HFCP X is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. Investors X Ltd. is the general partner of Investors X GP.
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13G. Except as set forth herein, the Schedule 13G is unmodified. |
| (a) | Amount beneficially owned:
Item 4(a) of the Schedule 13G is hereby amended and restated as follows:
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Amendment is incorporated by reference into this Item 4.
As of March 31, 2026, the Reporting Persons may have been deemed to beneficially own an aggregate of 187,083,713 shares of the Class A common stock of Medline Inc. (the "Class A Common Stock"), consisting of: (i) 74,496,172 shares of the Class A Common Stock held by HFCP X Parallel, (ii) 7,781,788 shares of Class A Common Stock held by HFCP X Parallel-A, (iii) 4,176,227 shares of Class A Common Stock held by Mend Partners II, (iv) 19,310 shares of Class A Common Stock held by Mend Investment I, and (v) 100,610,216 shares of Class A Common Stock issuable to Mend Investment I upon exchange for an equal number of the common units of Medline Holdings L.P. (the "Common Units") held by Mend Investment I. The Common Units held by Mend Investment I are paired with an equal number of shares of the Class B common stock of Medline Inc. (the "Class B Common Stock"). Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders of Common Units 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 re-classifications. These exchange rights do not expire. 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. 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.
Mend GP is the general partner of Mend Partners II and may, as a result, be deemed to beneficially own the 4,176,227 shares of Class A Common Stock beneficially owned by Mend Partners II. Mend Investment GP is the general partner of Mend Investment I and HFCP X is the managing member of Mend Investment GP and, as a result, each of Mend Investment GP and HFCP X may be deemed to beneficially own the 100,629,526 shares of Class A Common Stock beneficially owned by Mend Investment I. Investors X GP is the managing member of Mend GP and the general partner of each of HFCP X Parallel, HFCP X Parallel-A and HFCP X as, as a result, may be deemed to beneficially own an aggregate of 187,083,713 shares of Class A Common Stock beneficially owned by such entities. Investors X Ltd. is the general partner of Investors X GP and may, as a result, be deemed to beneficially own the 187,083,713 shares of Class A Common Stock beneficially owned by Investors X GP. A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by HFCP X Parallel, HFCP X Parallel-A, Mend Partners II., and Mend Investment I. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares. |
| (b) | Percent of class:
Item 4(b) of the Schedule 13G is hereby amended and restated as follows:
The ownership percentages reflected in this Schedule 13G are calculated based on (i) 845,611,435 shares of Class A Common Stock outstanding as reported in the Issuer's Final Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on March 6, 2026, following the underwriters' exercise in full of their option to purchase additional shares of Class A Common Stock, plus (ii) 100,610,216 shares of Class A Common Stock issuable to the Reporting Persons upon exchange of Common Units. |
