Medline (MDLN) COO granted RSUs and Incentive Units tied to Class A stock

Rhea-AI Filing Summary

Medline Inc. Chief Operating Officer Stephen L. Miller reported equity awards in the form of restricted stock units and partnership incentive units. He acquired 25,788 restricted stock units of Class A common stock at a price of $0.00 per unit. According to the terms, 25% of these units vest on June 15, 2026, with the remaining 75% vesting in three equal annual installments beginning on March 1, 2027.

He also acquired multiple blocks of Incentive Units of Medline Holdings, LP, which are described as profit interests with economic characteristics similar to stock appreciation rights. These vested Incentive Units can be converted into common units of Medline Holdings, LP based on the public trading price of Medline Class A common stock and a per unit participation threshold, and those common units are exchangeable on a one‑for‑one basis for shares of Class A common stock under an exchange agreement dated December 16, 2025. The Incentive Units have no expiration date, are held indirectly through Medline Management Aggregator LLC and a trust for which Miller serves as trustee, and vest over several annual installments beginning in 2026.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Miller Stephen L

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	25,788	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	692,765	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	106,377	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	476,031	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	272,725	$0.00	--

Holdings After Transaction: Class A Common Stock — 25,788 shares (Direct); Incentive Units of Medline Holdings, LP — 692,765 shares (Indirect, See Footnote)

Footnotes (1)

1. Represents a grant of restricted stock units, of which 25% vest on June 15, 2026 and the remaining 75% vest in three equal annual installments beginning on March 1, 2027. 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 of Medline Holdings, LP ("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 the Issuer's Class A common stock ("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 2 above) Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of an exchange agreement, dated as of December 16, 2025. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC. 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. These securities are held by a trust, of which the Reporting Person is a trustee. 60% of these Incentive Units have vested, and the remaining 40% vest in two equal annual installments beginning on July 1, 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 →

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
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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^*

Miller Stephen L

(Last) (First) (Middle)

C/O MEDLINE INC.

3 LAKES DRIVE

(Street)

NORTHFIELD IL 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)
	Chief Operating Officer

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/05/2026		A(1)		25,788	A	$0	25,788	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units of Medline Holdings, LP	$14.58(2)(3)	12/16/2025		A(4)		692,765		(2)(3)(6)	(2)(3)(6)	Class A Common Stock	692,765	(4)	692,765	I	See Footnote(2)(3)(5)
Incentive Units of Medline Holdings, LP	$15.23(2)(3)	12/16/2025		A(4)		106,377		(2)(3)(7)	(2)(3)(7)	Class A Common Stock	106,377	(4)	106,377	I	See Footnote(2)(3)(5)
Incentive Units of Medline Holdings, LP	$19.01(2)(3)	12/16/2025		A(4)		476,031		(2)(3)(8)	(2)(3)(8)	Class A Common Stock	476,031	(4)	476,031	I	See Footnote(2)(3)(5)
Incentive Units of Medline Holdings, LP	$27.68(2)(3)	12/16/2025		A(4)		272,725		(2)(3)(9)	(2)(3)(9)	Class A Common Stock	272,725	(4)	272,725	I	See Footnote(2)(3)(5)

Explanation of Responses:

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

2. 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 of Medline Holdings, LP ("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 the Issuer's Class A common stock ("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.

3. (Continued from Footnote 2 above) Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of an exchange agreement, dated as of December 16, 2025. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC.

4. 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.

5. These securities are held by a trust, of which the Reporting Person is a trustee.

6. 60% of these Incentive Units have vested, and the remaining 40% vest in two equal annual installments beginning on July 1, 2026.

7. 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.

8. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.

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

	/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.
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FAQ

What equity awards did Medline (MDLN) COO Stephen L. Miller receive?

Stephen L. Miller received 25,788 restricted stock units of Class A common stock at $0.00 per unit. He also acquired several blocks of Incentive Units of Medline Holdings, LP, which are profit interests linked to Medline’s equity value and convertible into common units.

How do the new Medline (MDLN) restricted stock units vest for the COO?

25% of the 25,788 restricted stock units vest on June 15, 2026. The remaining 75% vest in three equal annual installments beginning on March 1, 2027, creating a multi-year retention and performance alignment structure for the Chief Operating Officer.

What are Medline Holdings, LP Incentive Units reported for MDLN’s COO?

The Incentive Units are profit interests with economics similar to stock appreciation rights. Once vested, they may be converted into common units of Medline Holdings, LP, which are then exchangeable one-for-one into Medline Class A common stock under a December 16, 2025 exchange agreement.

How are Medline (MDLN) Incentive Units held by the COO structured?

The Incentive Units are held indirectly through Medline Management Aggregator LLC and a trust where Miller is trustee. Portions have already vested, while the rest vest in equal annual installments beginning in 2026 under various schedules noted in the disclosure.

Do Medline (MDLN) Incentive Units reported by the COO have an expiration date?

The Incentive Units reported for Stephen L. Miller have no expiration date. They remain outstanding, subject to their vesting schedules and the ability to convert vested units into common units, which can then be exchanged for Class A common stock on a one-for-one basis.