SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Mozart Holdco, Inc.

(Last) (First) (Middle)
C/O MEDLINE INC.
3 LAKES DRIVE

(Street)
NORTHFIELD IL 60093

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2025
3. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 34,483 D
Class B Common Stock 234,273,821(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units of Medline Holdings, LP (2) (2) Class A Common Stock 234,273,821 (2) D
Explanation of Responses:
1. 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.
2. Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, 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.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney.
/s/ Eric Orsic, as Attorney-in-Fact for James D. Abrams, Secretary 12/17/2025
** 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 5 (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.
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EX-24

 

Exhibit 24

POWER OF ATTORNEY

 

KNOWN BY ALL THESE PRESENTS, that I, James D. Abrams, in my capacity as Secretary of Mozart Holdco, Inc., hereby constitute and appoint Terry L. Robbins, Richard Lang and Eric Orsic, and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for me and in my name, place and stead, to sign any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities), Form 5 (Annual Statement of Beneficial Ownership of Securities), Form 13H, Schedule 13D and Schedule 13G, relating to transactions by Mozart Holdco Inc. in shares of Class A Common Stock or other securities of Medline Inc. and all amendments thereto, and to file the same with the Securities and Exchange Commission and the appropriate securities exchange. I hereby grant unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any responsibilities on behalf of Mozart Holdco, Inc. to comply with Sections 13 and 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall be effective until such time as I deliver a written revocation thereof to the above-named attorneys-in-fact and agents.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this October 30, 2025.

 

 

Mozart Holdco, Inc.

 

By: /s/ James D. Abrams

Name: James D. Abrams

Title: Secretary