STOCK TITAN

Medline (MDLN) CLO Alexander Liberman reports new stock and LP unit awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Medline Inc. Chief Legal Officer Alexander M. Liberman reported multiple equity awards that increase his direct and indirect ownership interests. On March 5, 2026, he received 11,903 shares of Class A common stock for no cash consideration, described as restricted stock units that vest over time.

Earlier awards dated December 16, 2025 include Class B common stock, Common Units of Medline Holdings, LP and Incentive Units of Medline Holdings, LP, many held indirectly through a trust where his spouse is trustee and through Medline Management Aggregator LLC. These Common Units are exchangeable one-for-one into Class A common stock under an exchange agreement, while Incentive Units are profit interests that can convert into Common Units when vested and in the money.

Positive

  • None.

Negative

  • None.
Insider Liberman Alexander M.
Role Chief Legal Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 11,903 $0.00 --
Grant/Award Common Units of Medline Holdings, LP 234,177 $0.00 --
Grant/Award Common Units of Medline Holdings, LP 226,923 $0.00 --
Grant/Award Incentive Units of Medline Holdings, LP 1,129,447 $0.00 --
Grant/Award Incentive Units of Medline Holdings, LP 141,836 $0.00 --
Grant/Award Incentive Units of Medline Holdings, LP 105,200 $0.00 --
Grant/Award Incentive Units of Medline Holdings, LP 72,245 $0.00 --
Grant/Award Class B Common Stock 226,923 $0.00 --
Grant/Award Class B Common Stock 234,177 $0.00 --
Holdings After Transaction: Class A Common Stock — 11,903 shares (Direct); Common Units of Medline Holdings, LP — 234,177 shares (Indirect, See Footnote); Incentive Units of Medline Holdings, LP — 1,129,447 shares (Indirect, See Footnote); Class B Common Stock — 226,923 shares (Direct); Class B Common Stock — 234,177 shares (Indirect, See Footnote)
Footnotes (1)
  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's spouse is the 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.
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*
Liberman Alexander M.

(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 Legal 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 B Common Stock 12/16/2025 A(1) 226,923(2) A (1) 226,923 D
Class B Common Stock 12/16/2025 A(1) 234,177(2) A (1) 234,177 I See Footnote(3)
Class A Common Stock 03/05/2026 A(4) 11,903 A $0 11,903 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
Common Units of Medline Holdings, LP (5) 12/16/2025 A(1) 234,177 (5) (5) Class A Common Stock 234,177 (1) 234,177 I See Footnote(3)(5)
Common Units of Medline Holdings, LP (5) 12/16/2025 A(1) 226,923 (5) (5) Class A Common Stock 226,923 (1) 226,923 I See Footnote(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) 141,836 (6)(7)(9) (6)(7)(9) Class A Common Stock 141,836 (1) 141,836 I See Footnote(6)(7)
Incentive Units of Medline Holdings, LP $19.01(6)(7) 12/16/2025 A(1) 105,200 (6)(7)(10) (6)(7)(10) Class A Common Stock 105,200 (1) 105,200 I See Footnote(6)(7)
Incentive Units of Medline Holdings, LP $27.68(6)(7) 12/16/2025 A(1) 72,245 (6)(7)(11) (6)(7)(11) Class A Common Stock 72,245 (1) 72,245 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's spouse is the 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.
/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 insider transactions did Medline (MDLN) disclose for Alexander M. Liberman?

Medline disclosed that Chief Legal Officer Alexander M. Liberman reported several equity awards. He acquired Class A and Class B common stock, Common Units of Medline Holdings, LP, and Incentive Units, all for no cash consideration, reflecting equity-based compensation rather than open-market buying or selling.

How many Medline (MDLN) Class A shares did the CLO receive in the latest award?

Alexander M. Liberman received 11,903 shares of Medline Class A common stock. The award was granted at a price of $0.00 per share and is described as restricted stock units, with 25% vesting on June 15, 2026 and the remainder vesting in later annual installments.

What are Medline Holdings, LP Incentive Units reported in the MDLN Form 4?

Incentive Units of Medline Holdings, LP are profit interests similar to stock appreciation rights. Once vested, they can convert into Common Units based on the difference between Common Unit value and a participation threshold, then into Medline Class A shares under an exchange agreement, with various multi-year vesting schedules disclosed.

How do Medline (MDLN) Common Units relate to Class A common stock?

Common Units of Medline Holdings, LP are exchangeable into Medline Class A common stock. Under a December 16, 2025 exchange agreement, holders may exchange Common Units one-for-one into Class A shares, subject to customary adjustments for stock splits, dividends and reclassifications, with these exchange rights having no stated expiration.

What is the role of Medline Class B common stock in these insider holdings?

Class B common stock provides voting rights but no economic value. One Class B share is issued for each Common Unit of Medline Holdings, LP held. When Common Units are exchanged for Class A shares, an equivalent number of Class B shares is automatically cancelled, maintaining voting structure alignment with economic ownership.