Douglas P. Golwas - 17 Dec 2025 Form 3 Insider Report for Medline Inc. (MDLN)

Role
Chief Commercial 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, 19:16:55 UTC
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Golwas Douglas P Chief Commercial Officer C/O MEDLINE INC., 3 LAKES DRIVE, NORTHFIELD /s/ Nicole Fritz, Attorney-in-Fact 17 Dec 2025 0002061504

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MDLN Class B Common Stock 465,864 17 Dec 2025 Direct F1

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 Common Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 465,864 See Footnote F3
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 948,597 $15.42 See Footnote F4, F5, F6
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 463,211 $15.42 See Footnotes F2, F4, F5, F7
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 212,755 $15.23 See Footnote F4, F5, F8
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 157,800 $19.01 See Footnote F4, F5, F9
holding MDLN Incentive Units of Medline Holdings, LP 17 Dec 2025 Class A Common Stock 149,005 $27.68 See Footnote F4, F5, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 These securities are held by a trust, of which the Reporting Person is a trustee.
F3 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 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.
F4 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.
F5 (Continued from Footnote 4 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.
F6 70% of these Incentive Units have vested, and the remaining 30% vest on October 21, 2026.
F7 These Incentive Units are fully vested.
F8 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.
F9 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.
F10 These Incentive Units vest in five equal annual installments beginning on March 28, 2026.

Remarks:

Exhibit 24 - Power of Attorney.