What are Medline (MDLN) Class B shares and how are they related to Common Units?

Medline’s Class B common stock has no economic value and provides one vote per share. One Class B share is issued for each Common Unit of Medline Holdings, LP held. When a Common Unit is exchanged for Class A common stock, an equivalent Class B share is automatically cancelled, maintaining economic alignment.

Medline (MDLN) CCO discloses Class A, B shares and incentive unit grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Medline Inc. Chief Commercial Officer Douglas P. Golwas reported equity awards and related ownership interests tied to the company’s pre-IPO reclassification and ongoing incentive programs. He acquired 25,788 shares of Class A common stock through a restricted stock unit grant at a price of $0.00 per share, with 25% vesting on June 15, 2026 and the remaining 75% vesting in three equal annual installments beginning on March 1, 2027.

On December 16, 2025, entities associated with him also acquired 465,864 Common Units of Medline Holdings, LP and a matching 465,864 shares of Class B common stock at $0.00 per share, in connection with the partnership’s reclassification prior to Medline’s initial public offering. Additional awards included several tranches of Incentive Units of Medline Holdings, LP totaling 948,597, 463,211, 212,755, 157,800 and 149,005 units, which function as profit interests similar to stock appreciation rights and are convertible into Common Units on specified terms. These Common Units and Incentive Units are held indirectly through Medline Management Aggregator LLC and a trust for which Golwas serves as trustee, with various vesting schedules extending into 2026 and beyond.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Golwas Douglas P

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	25,788	$0.00	--
Grant/Award	Common Units of Medline Holdings, LP	465,864	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	948,597	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	463,211	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	212,755	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	157,800	$0.00	--
Grant/Award	Incentive Units of Medline Holdings, LP	149,005	$0.00	--
Grant/Award	Class B Common Stock	465,864	$0.00	--

Holdings After Transaction: Class A Common Stock — 25,788 shares (Direct); Common Units of Medline Holdings, LP — 465,864 shares (Indirect, See Footnote); Incentive Units of Medline Holdings, LP — 948,597 shares (Indirect, See Footnote); Class B Common Stock — 465,864 shares (Direct)

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. 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 5 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. 70% of these Incentive Units have vested, and the remaining 30% vest on October 21, 2026. These Incentive Units are fully vested. 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. These securities are held by a trust, of which the Reporting Person is a trustee.

Form 4 Insider Transactions: What Each Field Means →

03/06/2026 - 04:50 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^*

Golwas Douglas P

(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)
	Chief Commercial 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)
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⁾		465,864⁽²⁾	A	⁽¹⁾	465,864	D
Class A Common Stock	03/05/2026		A⁽³⁾		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)
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	⁽⁴⁾	12/16/2025		A⁽¹⁾		465,864		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	465,864	⁽¹⁾	465,864	I	See Footnote⁽⁴⁾
Incentive Units of Medline Holdings, LP	$15.42⁽⁵⁾⁽⁶⁾	12/16/2025		A⁽¹⁾		948,597		⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Class A Common Stock	948,597	⁽¹⁾	948,597	I	See Footnote⁽⁵⁾⁽⁶⁾
Incentive Units of Medline Holdings, LP	$15.42⁽⁵⁾⁽⁶⁾	12/16/2025		A⁽¹⁾		463,211		⁽⁵⁾⁽⁶⁾⁽⁸⁾	⁽⁵⁾⁽⁶⁾⁽⁸⁾	Class A Common Stock	463,211	⁽¹⁾	463,211	I	See Footnote⁽⁵⁾⁽⁶⁾⁽¹²⁾
Incentive Units of Medline Holdings, LP	$15.23⁽⁵⁾⁽⁶⁾	12/16/2025		A⁽¹⁾		212,755		⁽⁵⁾⁽⁶⁾⁽⁹⁾	⁽⁵⁾⁽⁶⁾⁽⁹⁾	Class A Common Stock	212,755	⁽¹⁾	212,755	I	See Footnote⁽⁵⁾⁽⁶⁾
Incentive Units of Medline Holdings, LP	$19.01⁽⁵⁾⁽⁶⁾	12/16/2025		A⁽¹⁾		157,800		⁽⁵⁾⁽⁶⁾⁽¹⁰⁾	⁽⁵⁾⁽⁶⁾⁽¹⁰⁾	Class A Common Stock	157,800	⁽¹⁾	157,800	I	See Footnote⁽⁵⁾⁽⁶⁾
Incentive Units of Medline Holdings, LP	$27.68⁽⁵⁾⁽⁶⁾	12/16/2025		A⁽¹⁾		149,005		⁽⁵⁾⁽⁶⁾⁽¹¹⁾	⁽⁵⁾⁽⁶⁾⁽¹¹⁾	Class A Common Stock	149,005	⁽¹⁾	149,005	I	See Footnote⁽⁵⁾⁽⁶⁾

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. 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.

4. 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.

5. 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.

6. (Continued from Footnote 5 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.

7. 70% of these Incentive Units have vested, and the remaining 30% vest on October 21, 2026.

8. These Incentive Units are fully vested.

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.

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

	/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 Inc. (MDLN) report for Douglas P. Golwas?

Medline Inc. reported that Chief Commercial Officer Douglas P. Golwas acquired equity awards, including Class A and Class B common stock and multiple unit-based incentives, primarily as grants at $0.00 per share. These awards arise from pre-IPO reclassification and long-term incentive arrangements linked to Medline Holdings, LP.

How many Medline (MDLN) Class A shares were granted to Douglas P. Golwas?

Douglas P. Golwas received 25,788 shares of Medline’s Class A common stock via a restricted stock unit grant at $0.00 per share. This award is structured to vest over time, aligning his compensation with the company’s future performance and retention objectives.

What is the vesting schedule for the 25,788 Medline (MDLN) restricted stock units?

Of the 25,788 restricted stock units granted, 25% vest on June 15, 2026. The remaining 75% vest in three equal annual installments beginning on March 1, 2027, creating a multi-year incentive for the Chief Commercial Officer to remain with Medline and focus on long-term value.

How do Medline Holdings, LP Incentive Units described in the MDLN Form 4 work?

The Incentive Units are profit interests with economics similar to stock appreciation rights. Once vested, they can convert into Common Units based on the difference between the per-unit value of a Common Unit and a participation threshold, using formulas tied to the public trading price of Medline Class A common stock.

Through which entities does Douglas P. Golwas indirectly hold some Medline (MDLN)-related units?

Certain Common Units and Incentive Units of Medline Holdings, LP are held indirectly through Medline Management Aggregator LLC. Additional securities are held by a trust for which Douglas P. Golwas serves as a trustee, reflecting both direct and indirect ownership structures disclosed in the Form 4 footnotes.

What does the exchange agreement mean for Medline (MDLN) Common Units holders?

Under the exchange agreement dated December 16, 2025, holders may exchange their Common Units of Medline Holdings, LP for Medline Class A common stock on a one-for-one basis, subject to customary adjustments. These exchange rights do not expire, providing long-term flexibility for unit holders to convert into listed equity.