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  4. [Form 4] Medline Inc. Insider Trading Activity

Medline (MDLN) CEO awarded 764K units tied to stock price

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

Rhea-AI Filing Summary

Medline Inc. (MDLN) reported that Chief Executive Officer and director James M. Boyle received a grant/award of performance-based Incentive Units of Medline Holdings, LP on August 19, 2026. He acquired 764,252 fully vested Incentive Units, held indirectly through Medline Management Aggregator LLC, which are convertible into Common Units and then exchangeable one-for-one into Class A Common Stock with no expiration date.

Positive

  • None.

Negative

  • None.
Insider Boyle James M
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Incentive Units of Medline Holdings, LP F1, F2, F3 764,252 -- --
Holdings After Transaction: Incentive Units of Medline Holdings, LP — 764,252 shares (Indirect, See Footnotes)
Footnotes (3)
  1. F1. Represents performance-based incentive units of Medline Holdings, LP ("Incentive Units"), that were earned as a result of the achievement of certain performance criteria as certified by the compensation committee of the Issuer's board of directors on August 19, 2026. These Incentive Units are fully vested.
  2. F2. Incentive Units 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.
  3. F3. (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 the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC.
Incentive Units granted 764,252 Incentive Units Performance-based Incentive Units of Medline Holdings, LP earned and fully vested as of August 19, 2026
Underlying Class A Common Stock 764,252 shares Shares of Class A Common Stock underlying the Incentive Units via Common Units exchange
Conversion or exercise price threshold $16.4900 per unit Per unit participation threshold used in the Incentive Units conversion formula
Incentive Units following transaction 764,252 Incentive Units Total Incentive Units reported as beneficially held indirectly after the award
Certification date for performance criteria August 19, 2026 Date compensation committee certified achievement of performance criteria for the Incentive Units
Incentive Units financial
"Represents performance-based incentive units of Medline Holdings, LP ("Incentive Units"), that were earned"
Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.
profit interests financial
"Incentive Units are "profit interests" having economic characteristics similar to stock appreciation rights."
stock appreciation rights financial
"Incentive Units are "profit interests" having economic characteristics similar to stock appreciation rights."
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
Common Units financial
"Vested Incentive Units are convertible, at the holder's election, into a number of Common Units"
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
Exchange Agreement financial
"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."
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

FAQ

What insider transaction did MDLN report for CEO James M. Boyle?
James M. Boyle received a grant of 764,252 performance-based Incentive Units of Medline Holdings, LP on August 19, 2026. These Incentive Units are fully vested and are held indirectly through Medline Management Aggregator LLC.

How many Incentive Units did the MDLN CEO hold after this Form 4 transaction?
Following the reported award, James M. Boyle is shown as holding 764,252 Incentive Units of Medline Holdings, LP in the reported position, all held indirectly through Medline Management Aggregator LLC.

What can the MDLN Incentive Units be converted into?
The filing states that vested Incentive Units are convertible into Common Units, which are then exchangeable on a one-for-one basis for shares of Class A Common Stock of Medline Inc. under an Exchange Agreement, based on a formula tied to the public trading price.

Are the MDLN Incentive Units granted to the CEO vested and do they expire?
Yes. The Incentive Units were earned based on performance criteria certified on August 19, 2026 and are described as fully vested. The filing also notes that these Incentive Units have no expiration date.

What is the economic nature of the MDLN Incentive Units reported in this Form 4?
The Incentive Units are described as “profit interests” with economic characteristics similar to stock appreciation rights. Their value depends on the difference between the per unit value of a Common Unit and a participation threshold, using the trading price of Class A Common Stock.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Boyle James M
(Last)(First)(Middle)
C/O MEDLINE INC.
3 LAKES DRIVE
(Street)
NORTHFIELD ILLINOIS 60093
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Incentive Units of Medline Holdings, LP$16.4908/19/2026A(1)764,252 (1)(2)(3) (1)(2)(3)Class A Common Stock764,252(1)764,252ISee Footnotes(2)(3)
Explanation of Responses:
1. Represents performance-based incentive units of Medline Holdings, LP ("Incentive Units"), that were earned as a result of the achievement of certain performance criteria as certified by the compensation committee of the Issuer's board of directors on August 19, 2026. These Incentive Units are fully vested.
2. Incentive Units 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.
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 the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC.
/s/ Nicole Fritz, Attorney-in-Fact08/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR