Stephen L. Miller - 17 Dec 2025 Form 3 Insider Report for Medline Inc. (MDLN)

Role
Chief Operating Officer
Signature
/s/ Nicole Fritz, Attorney-in-Fact
Issuer symbol
MDLN
Transactions as of
17 Dec 2025
Net transactions value
$0
Form type
3
Filing time
17 Dec 2025, 19:11:59 UTC
Previous filing
06 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Miller Stephen L Chief Operating Officer C/O MEDLINE INC., 3 LAKES DRIVE, NORTHFIELD /s/ Nicole Fritz, Attorney-in-Fact 17 Dec 2025 0002060964

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 692,765 $14.58 See Footnotes F1, F2, F3, F4
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 106,377 $15.23 See Footnotes F1, F2, F4, F5
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 476,031 $19.01 See Footnotes F1, F2, F4, F6
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 272,725 $27.68 See Footnotes F1, F2, F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 (Continued from Footnote 1 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.
F3 60% of these Incentive Units have vested, and the remaining 40% vest in two equal annual installments beginning on July 1, 2026.
F4 These securities are held by a trust, of which the Reporting Person is a trustee.
F5 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.
F6 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.
F7 These Incentive Units vest in five equal annual installments beginning on March 28, 2026.

Remarks:

Exhibit 24 - Power of Attorney.