Medline (MDLN) executive granted RSUs and multiple incentive unit awards

Q: How are Medline (MDLN) Class B common shares related to Common Units?

Each Common Unit of Medline Holdings, LP is paired with one share of Class B common stock, which has voting rights but no economic value. When Common Units are exchanged into Class A common stock, the corresponding Class B shares are automatically cancelled, maintaining alignment between voting and economic interests.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Medline Inc. executive William J. Abrams reported equity awards and partnership interests, with all transactions reflecting acquisitions rather than open-market trades. On March 5, 2026, he received a grant of 17,854 shares of Class A common stock in the form of restricted stock units, vesting 25% on June 15, 2026 and the remaining 75% in three equal annual installments beginning on March 1, 2027.

Earlier, on December 16, 2025, he acquired various Common Units and Incentive Units of Medline Holdings, LP, some held indirectly through Medline Management Aggregator LLC and a trust where he serves as trustee. Those interests were issued in connection with a reclassification prior to Medline’s initial public offering and were previously reported on his Form 3. Class B common stock carries voting rights but no economic value and is paired one-for-one with Common Units, and related Class B shares are cancelled when Common Units are exchanged into Class A common stock.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Abrams William J

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	17,854	$0.00	--
Grant/Award	Common Units of Medline Holdings, LP	495,680	$0.00	--
Grant/Award	Common Units of Medline Holdings, LP	30,655	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	1,129,447	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	170,204	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	91,078	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	97,531	$0.00	--
Grant/Award	Class B Common Stock	495,680	$0.00	--
Grant/Award	Class B Common Stock	30,655	$0.00	--

Holdings After Transaction: Class A Common Stock — 17,854 shares (Direct); Common Units of Medline Holdings, LP — 495,680 shares (Indirect, See Footnote); Incentive Units of Medline Holdings, LP — 1,129,447 shares (Indirect, See Footnote); Class B Common Stock — 495,680 shares (Direct); Class B Common Stock — 30,655 shares (Indirect, See Footnote)

Footnotes (1)

These securities were acquired in connection with the reclassification of the interests of Medline Holdings, LP prior to the Issuer's initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on December 17, 2025. 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 Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. These securities are held by a trust, of which the Reporting Person serves as a trustee. Represents a grant of restricted stock units ("RSUs"), of which 25% vest on June 15, 2026 and the remaining 75% vest in three equal annual installments beginning on March 1, 2027. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025 (the "Exchange Agreement"), 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. Such Common Units are held indirectly through Medline Management Aggregator LLC. Reflect incentive units of Medline Holdings, LP ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of Common Units generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock), subject to certain adjustments. (Continued from Footnote 6 above) Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC. 80% of these Incentive Units have vested, and the remaining 20% vest on October 21, 2026. 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026. These Incentive Units vest in five equal annual installments beginning on March 28, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/06/2026 - 04:30 PM

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^*

Abrams William J

(Last)

(First)

(Middle)

C/O MEDLINE INC.

3 LAKES DRIVE

(Street)

NORTHFIELD

60093

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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

X	Form filed by One Reporting Person
	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 B Common Stock	12/16/2025		A⁽¹⁾		495,680⁽²⁾	A	⁽¹⁾	495,680	D
Class B Common Stock	12/16/2025		A⁽¹⁾		30,655⁽²⁾	A	⁽¹⁾	30,655	I	See Footnote⁽³⁾
Class A Common Stock	03/05/2026		A⁽⁴⁾		17,854	A	$0	17,854	D

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 of Medline Holdings, LP	⁽⁵⁾	12/16/2025		A⁽¹⁾		495,680		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	495,680	⁽¹⁾	495,680	I	See Footnote⁽⁵⁾
Common Units of Medline Holdings, LP	⁽⁵⁾	12/16/2025		A⁽¹⁾		30,655		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	30,655	⁽¹⁾	30,655	I	See Footnote⁽³⁾⁽⁵⁾
Incentive Units of Medline Holdings, LP	$15.42⁽⁶⁾⁽⁷⁾	12/16/2025		A⁽¹⁾		1,129,447		⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Class A Common Stock	1,129,447	⁽¹⁾	1,129,447	I	See Footnote⁽⁶⁾⁽⁷⁾
Incentive Units of Medline Holdings, LP	$15.23⁽⁶⁾⁽⁷⁾	12/16/2025		A⁽¹⁾		170,204		⁽⁶⁾⁽⁷⁾⁽⁹⁾	⁽⁶⁾⁽⁷⁾⁽⁹⁾	Class A Common Stock	170,204	⁽¹⁾	170,204	I	See Footnote⁽⁶⁾⁽⁷⁾
Incentive Units of Medline Holdings, LP	$19.01⁽⁶⁾⁽⁷⁾	12/16/2025		A⁽¹⁾		91,078		⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	⁽⁶⁾⁽⁷⁾⁽¹⁰⁾	Class A Common Stock	91,078	⁽¹⁾	91,078	I	See Footnote⁽⁶⁾⁽⁷⁾
Incentive Units of Medline Holdings, LP	$27.68⁽⁶⁾⁽⁷⁾	12/16/2025		A⁽¹⁾		97,531		⁽⁶⁾⁽⁷⁾⁽¹¹⁾	⁽⁶⁾⁽⁷⁾⁽¹¹⁾	Class A Common Stock	97,531	⁽¹⁾	97,531	I	See Footnote⁽⁶⁾⁽⁷⁾

Explanation of Responses:

1. These securities were acquired in connection with the reclassification of the interests of Medline Holdings, LP prior to the Issuer's initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on December 17, 2025.

2. 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 Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.

3. These securities are held by a trust, of which the Reporting Person serves as a trustee.

4. Represents a grant of restricted stock units ("RSUs"), of which 25% vest on June 15, 2026 and the remaining 75% vest in three equal annual installments beginning on March 1, 2027.

5. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025 (the "Exchange Agreement"), 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. Such Common Units are held indirectly through Medline Management Aggregator LLC.

6. Reflect incentive units of Medline Holdings, LP ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of Common Units generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock), subject to certain adjustments.

7. (Continued from Footnote 6 above) Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC.

8. 80% of these Incentive Units have vested, and the remaining 20% vest on October 21, 2026.

9. 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.

10. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.

11. These Incentive Units vest in five equal annual installments beginning on March 28, 2026.

Remarks:

Title: Executive Vice President, Supply Chain Solutions

	/s/ Nicole Fritz, Attorney-in-Fact	03/06/2026
	** 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Medline (MDLN) report for William J. Abrams?

Medline reported that William J. Abrams acquired equity awards and partnership interests, including 17,854 Class A common stock RSUs and multiple Common and Incentive Units of Medline Holdings, LP. All transactions were coded as grants or awards, not open-market purchases or sales.

What are the vesting terms of William J. Abrams’ 17,854 Medline (MDLN) RSUs?

The 17,854 restricted stock units vest 25% on June 15, 2026. The remaining 75% vest in three equal annual installments beginning on March 1, 2027, creating a multi-year equity incentive that ties Abrams’ compensation to Medline’s future stock performance.

What are Medline Holdings, LP Incentive Units reported for William J. Abrams?

The Incentive Units are profit interests with economics similar to stock appreciation rights. Once vested, they can convert into Common Units based on the increase in per-unit value above a participation threshold, then be exchanged one-for-one into Class A common stock under an exchange agreement.

Were William J. Abrams’ Medline (MDLN) Common and Incentive Units newly granted?

The Common and Incentive Units acquired on December 16, 2025 were issued in connection with a reclassification before Medline’s initial public offering. The filing notes these securities were previously reported on Abrams’ Form 3 filed on December 17, 2025, indicating they are not new economic awards.

How are some of William J. Abrams’ Medline (MDLN) holdings structured?

Certain Common and Incentive Units are held indirectly through Medline Management Aggregator LLC, while other securities are held in a trust where Abrams serves as trustee. This structure centralizes holdings without indicating open-market buying or selling activity by Abrams personally.