UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Medline Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

AGENDA AND RECOMMENDATIONS

YOUR VOTE IS IMPORTANT. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form with control number available and follow the instructions. For additional information, see Question 4 on page 76.

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NICOLE FRITZ Vice President, Deputy General Counsel and Corporate Secretary Northfield, Illinois April 23, 2026

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​	HOW TO VOTE​				​
​		​	​	BY PHONE Call the phone number listed on your proxy card or voting instruction form	​
​		​	​	ONLINE Visit the website listed on your proxy card, Notice, or voting instruction form	​
​		​	​	BY MAIL Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials	​

   

 

 

Table of Contents

 

 

 

 

Websites

Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including on our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”).

 

COMPANY OVERVIEW

COMPANY OVERVIEW

Medline Inc. (“Medline,” “we,” “our,” “us,” or the “Company”) is the largest provider of medical-surgical (“med-surg”) products and supply chain solutions serving all points of care, based on our 2025 net sales relative to the publicly reported net sales of med-surg products by companies that are both med-surg manufacturers and distributors. We deliver mission-critical products used daily across the full range of care settings, from hospitals and surgery centers to physician offices and post-acute facilities. Through our two segments, Medline Brand and Supply Chain Solutions, we offer approximately 335,000 med-surg products, including surgical and procedural kits, gloves and protective apparel, urological and incontinence care, wound care, and consumable lab and diagnostics products. We hold the leading position across several of our end markets and many of our key product families. Our mission is to make healthcare run better by delivering improved clinical, financial, and operational outcomes.

OUR CULTURE

At Medline, our culture is the foundation of our success. Employees are encouraged to exercise judgment, work transparently with customers, and contribute meaningfully to our mission to make healthcare run better. Our culture is grounded in a customer-focused, collaborative, and performance-driven approach, guided by six core values — a unified set of principles that reflect our legacy, represent who we are today, and guide how we aim to grow together.

 

COMPANY OVERVIEW

OUR PEOPLE

OUR ENVIRONMENTAL AND SUSTAINABILITY EFFORTS

Our sustainability mission is to promote a sustainable and resilient healthcare supply chain that supports healthcare providers and communities. As we strive to achieve this goal, we face the unique challenge of balancing our customers’ needs to provide immediate, high-quality patient care with the environmental and social impacts of our operations. Healthcare systems inherently rely on resource-intensive practices, single-use supplies and the ability to access anything their patients need within seconds.

Informed by global challenges and adapting to regulatory shifts, our sustainability strategy provides a blueprint for responsible environmental action and positive social impact. Our strategy is supported by our sustainability framework, which is focused on four pillars that align with our aspirations and provide the architecture for the integration of sustainability into our business:

 

COMPANY OVERVIEW

In September 2025, we released our 2024 Sustainability Report, which details progress made toward Medline’s global sustainability objectives for 2024. Our 2024 Sustainability Report was prepared based on the Sustainability Accounting Standards Board (“SASB”) reporting guidelines. Given the scope of our core business activities, we report to both the SASB Medical Equipment and Supplies and Healthcare Distributors standards.

We aim to amplify our impact and embed sustainability across our business. In addition to our annual Sustainability Reports, we provide information on our sustainability strategy and progress, and related policies and principles on our website at www.medline.com/​about-us/sustainability.

OUR BUSINESS

Customers are at the heart of what we do. We are committed to deeply understanding how our customers operate, what challenges they face, and how we can better support them. Our best-in-class business model, entrepreneurial spirit, and compelling value proposition are the result of our customer-focused culture that emphasizes the rapid identification of and response to customer needs.

Our vertically integrated business model is designed to deliver the best total value to our customers through a comprehensive set of world-class products, a resilient and highly efficient supply chain, and differentiated clinical solutions. Our platform is powered by our global procurement network, strategically located distribution centers, high delivery route density, and innovation capabilities informed by proprietary supply chain customer insights. Our ability to provide significant savings on our high-quality products and services and our ability to serve across the entire continuum of care aligns us with the evolving needs of our customers.

We offer approximately 190,000 Medline Brand products across our product categories. Our breadth and footprint today are the result of decades of significant investments. Our clinical solutions empower frontline teams with best practice guidance, education and training, and a system of products to help improve clinical outcomes. We believe we are uniquely positioned to benefit from our vertically integrated model and over 1,600 active Prime Vendor relationships. Our Prime Vendor relationships are those relationships for which we have a multi-year distribution agreement between Medline and a customer, whereby the customer agrees to use Medline for the vast majority of its med-surg product needs.

 

COMPANY OVERVIEW

2025 PERFORMANCE HIGHLIGHTS

We believe our 2025 performance reflects the confidence customers place in our value, service, and reliability, and our unique capability to support health systems across the entire continuum of care. With our scale, broad product portfolio, and expansive distribution footprint, we believe we are well positioned for sustainable long-term growth.

For fiscal year 2025, we had the following results:

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*

Non-GAAP financial measure. For more information, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see Appendix A to this Proxy Statement.

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The combination of our two segments, Medline Brand and Supply Chain Solutions, addresses critical needs in the market through a comprehensive solution. Both segments are supported by our Prime Vendor model, differentiated distribution network, and robust commercial platform.

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*

Segment Adjusted EBITDA is our segment measure of profit or loss as defined by Accounting Standards Codification (ASC) 280. Segment Adjusted EBITDA does not include unallocated corporate and other costs.

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Voting Roadmap

Voting Roadmap

This voting roadmap summarizes the voting matters and the Board of Directors (“Board”) recommendations detailed elsewhere in this Proxy Statement. It may not contain all the information important to you. Please review this entire Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) prior to voting. Please refer to our Glossary of Terms and Acronyms in Appendix B to this Proxy Statement for definitions of certain capitalized terms.

The Board believes that the nominees possess the requisite qualifications, skills, and expertise to provide effective oversight of management and the Company’s business.

Director Nominees at a Glance

Independence: 9 of 12 directors

Board Committees

 

Voting Roadmap

Director Nominees at a Glance (continued)

Board Committees

 

Voting Roadmap

Our executive compensation program is built on a pay-for-performance philosophy, with a significant portion of NEOs’ compensation delivered through at-risk incentives tied to individual and Company performance and long-term value creation. The Compensation Committee of the Board (the “Compensation Committee”) designs and oversees our executive compensation program using market and peer benchmarking and an emphasis on performance-based, investor-aligned incentives that are at risk and reward organizational individual performance.

An annual say-on-pay vote enables our stockholders to express their views on our executive compensation program in a regular and timely manner. The Company believes a one-year frequency for the say-on-pay vote is a good governance practice and provides the Compensation Committee with important insight on stockholder perspectives in alignment with the Committee’s annual process for compensation review and decision making.

Taking into consideration EY’s qualifications, performance, independence, and the factors described in the Audit Matters section of this Proxy Statement, the Audit Committee of the Board (the “Audit Committee”) and the Board have determined that retaining EY as our independent auditor is in the best interests of the Company and our stockholders. In making this determination, the Audit Committee considered, among other things, the quality and effectiveness of EY’s audit services, EY’s understanding of our business and risk profile, and the competitiveness of EY’s fees.

 

OUR BOARD

OUR BOARD

At the recommendation of the Nominating and Corporate Governance Committee (“Governance Committee”), the Board has nominated the 12 directors named in this Proxy Statement for election to a one-year term expiring at our 2027 Annual Meeting of Stockholders. Each elected director will serve until their successor has been duly elected and qualified, or until the director’s earlier resignation, retirement, death, disqualification, or removal. All of the director nominees are current directors.

The Board believes the director nominees are highly qualified and collectively reflect the mix of skills, experience, and expertise to advance the interests of the Company, provide sound oversight and counsel to management, and deliver value to stockholders.

Each nominee has consented to being named as a nominee, has accepted the nomination, and has agreed to serve as a director if elected. If any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxy holders may vote for the substitute nominee. Alternatively, the Board may reduce the size of the Board.

Our 2026 Director Nominees

Director Nominee Skills And Expertise

The following highlights the key knowledge, skills, and expertise that the Governance Committee and the Board consider most important to the Company’s business, long-term strategy, and risks. The matrix is intended to depict notable areas of experience and expertise for the Board.

 

OUR BOARD

 

OUR BOARD

Director Nominee Biographies

The following director nominee biographies summarize the key experience and expertise the director nominees bring to the Board.

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​	Age: 64 Director Since: 1985 Chair Since: 2018 Committees:​ Risk and Compliance Committee Other Current Public Company Boards: None	​

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Charles N. Mills Chair Key Qualifications​ Mr. C. Mills brings to the Board extensive industry knowledge, management expertise, and business experience, particularly from his former role as our Chief Executive Officer. Career Highlights Medline • Chief Executive Officer (1997 to 2023) ​ • Various sales positions (1986 to 1997) ​ Other Boards • Northwestern Memorial Hospital (since 2016) ​

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​	Age: 55 Director Since: 2021 Committees: None Other Current Public Company Boards: 1	​
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​	Joseph P. Baratta Independent​ Key Qualifications​ Mr. Baratta brings to the Board extensive financial, management, and investment experience from his involvement at Blackstone Inc. (“Blackstone”), including as the Global Head of Private Equity, and his service on the boards of various companies across multiple sectors. Career Highlights Blackstone, an alternative asset manager • Global Head of Private Equity (since 2012) ​ • Various positions (1998 to 2012) ​ Other Boards​				​
​	• Blackstone (since 2020)♦ ​ • Merlin Entertainments Group, a location-based entertainment company (since 2005) ​	​	​	• Various other portfolio companies of Blackstone in media, finance, and sustainability (since 2017) ​	​

 

OUR BOARD

   

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​	Age: 41 Director Since: 2021 Committees: Compensation Committee, Nominating and Corporate Governance Committee, and Risk and Compliance Committee Other Current Public Company Boards: None	​
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​	Jacob D. Best​ Independent​ Key Qualifications Mr. Best brings to the Board significant financial, management, and investment experience from his involvement at Hellman & Friedman LLC (“H&F”), including as a Partner, as well as his thorough knowledge of our industry. Career Highlights H&F, a private equity investment firm • Partner (2009 to 2012, and since 2016) ​ Change Healthcare (formerly Emdeon), a provider of revenue and payment cycle management and clinical information exchange solutions • Chief of Staff (2013) ​ Included Health (formerly Grand Rounds), a healthcare company that delivers personalized, all-in-one care • Head of Medical Networks (2014 to 2016) ​ Bain & Company, a consulting firm that works with organizations on strategy and transformation initiatives • Senior Associate Consultant (2006 to 2009) ​ Other Boards​				​
​	• athenahealth, Inc., a provider of cloud-based enterprise software solutions for medical groups and health systems (since 2022) ​ • Snap One Holdings Corp., an eCommerce provider in the connected home sector (2017 to 2023) ​	​	​	• Goodman Global, Inc., a domestic unit manufacturer and distributor of heating, ventilation, and air conditioning products (2011 to 2012) ​ • Ellucian, Inc., a provider of software products and services to higher education institutions (2011 to 2012) ​	​

 

OUR BOARD

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​	Age: 63 Director Since: 2025 Committees:​ Audit Committee Other Current Public Company Boards:​ 2	​
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​	Todd M. Bluedorn Independent Key Qualifications Mr. Bluedorn brings to the Board significant management expertise and business experience, including his time as Chief Executive Officer of Lennox International Inc. and his service on the boards of multiple companies. Career Highlights Madison Industries, a diversified industrial holding company • Vice Chair of the Board (April 2022 to August 2023) ​ Lennox International Inc., a provider of climate control solutions for air conditioning, heating, and refrigeration (“Lennox International”) • Chief Executive Officer (2007 to March 2022) ​ United Technologies Corporation, a conglomerate specializing in aerospace, defense, and building systems (merged with Raytheon Company to form RTX Corporation in 2020) • Various senior management positions (1995 to 2007) ​ McKinsey & Company, a management consulting firm • Various positions (1992 to 1995) ​ Other Boards​				​
​	• Samsara Inc., a connected cloud operations software company (since 2023)♦ ​ • Texas Instruments Inc., a semiconductor company (since 2017)♦ ​	​	​	• Lennox International (2007 to 2022) ​ • Eaton Corporation PLC, a power management company (2010 to 2020) ​	​

 

OUR BOARD

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​	Age: 54 Director Since: 2023 Committees: None Other Current Public Company Boards:​ None	​
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James M. Boyle​ Medline CEO Key Qualifications Mr. Boyle brings to the Board perspective, experience, and thorough knowledge of our industry as our Chief Executive Officer. Career Highlights Medline • Chief Executive Officer (since October 2023) ​ • Executive Vice President, Sales (2018 to October 2023) ​ • Senior Vice President, National Field Sales (2018) ​ • Senior Vice President, Sales (2014 to 2018) ​ • Various sales positions (1996 to 2014) ​ Other Boards None

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​	Age: 70 Director Since: 2025 Committees:​ Audit Committee Other Current Public Company Boards:​ 1	​
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​	Richard A. Galanti Financial Expert Independent Key Qualifications Mr. Galanti brings to the Board significant finance and financial reporting experience, specifically as the former Chief Financial Officer of Costco Wholesale. Career Highlights Costco Wholesale Corporation, a global retailer that operates membership warehouse clubs (“Costco”) • Executive Vice President (March 2024 to January 2025) ​ • Executive Vice President and Chief Financial Officer (1993 to March 2024) ​ • Senior Vice President, Chief Financial Officer, and Treasurer (1985 to 1993) ​ • Vice President of Finance (1984 to 1985) ​ Other Boards				​
​	• Affirm Holdings, Inc., a financial technology company and a point-of-sale lender (since 2025)♦ ​ • Veterinary Emergency Group, a veterinary emergency company (since 2021) ​	​	​	• Costco (1995 to 2025) ​	​

 

OUR BOARD

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​	Age: 59 Director Since: 2025 Committees: None Other Current Public Company Boards:​ None	​
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​	PATRICK J. HEALY Independent Key Qualifications Mr. Healy brings to the Board extensive financial, management, and investment experience, particularly from his role as Chief Executive Officer of H&F and his service on the boards of various companies across multiple sectors. Career Highlights H&F, a private equity investment firm • Chief Executive Officer (since 2019) ​ • Co-Chief Executive Officer (2018 to 2019) ​ • Deputy Chief Executive Officer (2009 to 2017) ​ • Various positions (1994 to 2009) ​ • Compensation Committee Chairman (current) ​ • Investment Committee Member (current) ​ Other Boards				​
​	• Global Music Rights Holdings LLC, a performance rights organization (since 2024) ​	​	​	• Verisure (Securitas Direct), a security company (2023 to 2026) ​	​

   

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​	Age: 65 Director Since: 1985 Committees: None Other Current Public Company Boards:​ None	​
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ANDREW J. MILLS​ Former Medline President​ Key Qualifications Mr. A. Mills brings to the Board extensive industry knowledge, management expertise, and business experience, particularly from his former role as our President. Career Highlights Medline • President (1997 to 2023) ​ • Manager of Marketing Department (1993 to 1996) ​ • OR Product Division (1989 to 1992) ​ • Sales Representative (1986 to 1989) ​ Council Ring Capital, LLC, a Chicago-based investment firm • Chief Executive Officer and General Partner (since October 2021) ​ Other Boards • Rush University Medical Center Board of Trustees, an academic medical center (2019 to 2025) ​

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OUR BOARD

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​	Age: 43 Director Since: 2021 Committees: Compensation Committee, Nominating and Corporate Governance Committee, and Risk and Compliance Committee Other Current Public Company Boards:​ None	​
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​	ROBERT R. SCHMIDT Independent​ Key Qualifications Mr. Schmidt brings to the Board significant financial, management, and investment experience from his involvement at The Carlyle Group Inc. (“Carlyle”), including as Partner and Global Co-Head of Healthcare, as well as his thorough knowledge of our industry. Career Highlights Carlyle, an investment firm • Partner and Global Co-Head of Healthcare (since August 2011) ​ Welsh, Carson, Anderson & Stowe, a private equity firm focused on healthcare and technology investments • Associate (2006 to 2009) ​ Merrill Lynch Global Private Equity, a private equity arm of Merrill Lynch • Analyst (2004 to 2006) ​ Other Boards				​
​	• Vantive, a vital organ therapy company (since 2025) ​ • Resonetics, a medtech development and manufacturing organization (since 2021) ​ • Unchained Labs, a life science tools company (since 2021) ​ • Included Health (formerly Grand Rounds), a healthcare company that delivers personalized, all-in-one care (since 2020) ​	​	​	• QuidelOrtho Corporation, a manufacturer of diagnostic healthcare products (“QuidelOrtho”) (2019 to 2024) ​ • One Medical, a member-based, technology-powered national primary care organization focused on transforming health care (2018 to 2023) ​ • Various other portfolio companies of Carlyle in healthcare (since 2017) ​	​

   

 

OUR BOARD

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​	Age: 39 Director Since: 2021 Committees: Compensation Committee, Nominating and Corporate Governance Committee, and Risk and Compliance Committee Other Current Public Company Boards:​ None	​
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​	ANUSHKA M. SUNDER Independent​ Key Qualifications Ms. Sunder brings to the Board extensive financial, management, and investment expertise from her involvement as Blackstone, including as Senior Managing Director and Head of Healthcare Private Equity North America, as well as her thorough knowledge of our industry. Career Highlights Blackstone, an alternative asset manager • Senior Managing Director and Head of Healthcare Private Equity North America (since 2013) ​ TPG Capital, an alternative asset management firm • Associate (2009 to 2011) ​ Goldman Sachs, an investment banking, securities, and asset and wealth management firm • Analyst, Financial Institutions Group (2007 to 2009) ​ Other Boards				​
​	• AGS Health, a healthcare revenue cycle management firm (since 2025) ​ • Allied Benefit Systems, a healthcare solutions company that provides innovative and customized benefit plans for small to large organizations (since 2024) ​ • Advarra, a clinical trials management company (since 2022) ​ • Optiv Securities, a provider of end-to-end cybersecurity solutions (2014 to 2026) ​	​	​	• HealthEdge Software, a healthcare technology company (2020 to 2025) ​ • Blue Yonder, an artificial intelligence-based supply chain software provider (2016 to 2021) ​ • Various other portfolio companies of Blackstone in healthcare, technology, and procurement (since 2019) ​	​

 

OUR BOARD

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​	Age: 66 Director Since: 2024 Committees: Audit Committee and Risk and Compliance Committee Other Current Public Company Boards:​ 2	​
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​	THOMAS W. SWEET Financial Expert Independent​ Key Qualifications Mr. Sweet brings to the Board significant financial and audit experience, including his time as Chief Financial Officer at Dell Technologies Inc. (“Dell”) and his service on the boards of a diverse group of companies. Career Highlights Dell, an information technology company • Chief Financial Officer (2014 to August 2023) ​ • Leadership positions in finance, sales, and in various corporate businesses (1997 to 2014) ​ Telos Corporation, a computer hardware and services contractor for the Department of Defense • Vice President of Accounting and Finance (1994 to 1997) ​ Price Waterhouse LLP, a professional services network (merged to become PricewaterhouseCoopers LLP in 1998) • Senior Manager, Assurance Practice (1981 to 1994) ​ Other Boards				​
​	• 3M, a conglomerate operating in the fields of industry, worker safety, and consumer goods (since 2023)♦ ​	​	​	• Trimble Inc., a software, hardware, and services technology company focused on the construction and transportation industries (since 2022)♦ ​	​

 

OUR BOARD

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​	Age: 53 Director Since: 2021 Committees: None Other Current Public Company Boards:​ None	​
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​	STEPHEN H. WISE Independent​ Key Qualifications Mr. Wise brings to the Board significant financial, management, and investment experience from his involvement at Carlyle, including as Partner and Co-Head of Americas Corporate Private Equity, as well as his thorough knowledge of our industry. Career Highlights Carlyle, an investment firm • Co-Head of Americas Corporate Private Equity (since June 2024) ​ • Partner and Global Head of Healthcare (2006 to June 2024) ​ JLL Partners, a private equity firm • Vice President (2000 to 2005) ​ J.W. Childs Associates, Limited Partnership, a private equity firm • Analyst (1995 to 1998) ​ Credit Suisse, an investment bank and financial services firm (acquired by UBS in 2023) • Member of the Leveraged Finance Group (1994 to 1995) ​ Other Boards				​
​	• Vantive Health LLC, a vital organ therapy company (since 2025) ​ • Launch Therapeutics, Inc., a late-stage clinical development company (since 2022) ​ • QuidelOrtho (2022 to 2023) ​ • Ortho Clinical Diagnostics Holdings plc, a medical diagnostics company acquired by QuidelOrtho in 2022 (2021 to 2022) ​	​	​	• Resonetics, LLC, a micro-manufacturing technology services provider for medical device and diagnostic companies (since 2021) ​ • Sedgwick Inc., a multiline claims management firm (since 2018) ​	​

 

OUR BOARD

BOARD QUALIFICATIONS

Board Membership Criteria

A well-composed Board is central to effective oversight and the execution of the Company’s long-term strategy. The Governance Committee, together with the Board, focuses on maintaining a Board that is majority independent and collectively brings sound judgment, integrity, relevant experience, and an appropriate mix of skills and qualifications to represent the interests of our stockholders and support the Company’s long-term success. In identifying and recommending directors for election, the Governance Committee and the Board consider a range of factors they view as essential for Board strength and effectiveness, including the criteria described below.

Director Independence

Our Corporate Governance Guidelines require that a majority of our directors meet the Nasdaq independence requirements. No director qualifies as independent unless the Board affirmatively determines, after reviewing all relevant information, that the director has no direct or indirect material relationship with Medline that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. The Board has determined that, under Nasdaq rules, the following director nominees are independent:

 

OUR BOARD

In conducting its evaluations of Mr. Baratta and Ms. Sunder, the Board considered each individual’s relationship with Blackstone and its affiliates, which held approximately 14.2% of the total outstanding shares of our Class A and Class B common stock as of April 13, 2026. In conducting its evaluations of Mr. Schmidt and Mr. Wise, the Board considered each individual’s relationship with Carlyle and its affiliates, which held approximately 14.2% of the total outstanding shares of our Class A and Class B common stock as of April 13, 2026. In conducting its evaluations of Mr. Best and Mr. Healy, the Board considered each individual’s relationship with H&F and its affiliates, which held approximately 14.2% of the total outstanding shares of our Class A and Class B common stock as of April 13, 2026. The Board found that such affiliations and directorships were in compliance with our Conflicts of Interest Policy and did not interfere with the exercise of each such director’s independent judgment in carrying out his or her responsibilities as a director.

Director Nominations

Our Governance Committee, with the full Board, is responsible for establishing Board membership criteria and evaluating the qualifications of director nominees.

The Governance Committee identifies qualified candidates and considers nominee suggestions from directors, stockholders, management, and other sources. The Governance Committee may engage third-party search firms, as it deems appropriate, to assist in identifying, evaluating, and conducting due diligence on potential director candidates.

In addition, in connection with our initial public offering (the “IPO”), we entered into separate director nomination agreements (collectively, the “Director Nomination Agreements”) with Blackstone, Carlyle, H&F, and certain holders of equity interests of Medline Holdings, LP (the predecessor of Medline Inc., “Medline Holdings”) immediately prior to the Reorganization Transactions (as described under Governance — Other Governance Policies and Practices — Certain Relationships and Related Person Transactions — Exchange Agreement) that are affiliated with members of the Mills family (the “Mills Family”). These agreements grant such stockholders the right to designate an agreed number of individuals to our Board, subject to the maintenance of certain ownership levels. Pursuant to such agreements, Mr. Baratta and Ms. Sunder were designated by Blackstone, Mr. Schmidt and Mr. Wise were designated by Carlyle, Mr. Best and Mr. Healy were designated by H&F, and Mr. C. Mills and Mr. A. Mills were designated by the Mills Family. See Certain Relationships and Related Person Transactions — Director Nomination Agreements.

The Governance Committee will consider any candidate properly presented to the Board by a stockholder in accordance with the procedures set forth in our Bylaws. Stockholder-recommended candidates are evaluated using the same criteria as candidates identified through other sources. After the Board’s consideration, our Corporate Secretary will notify that stockholder whether or not the Board has decided to appoint or nominate the candidate. For a description of how stockholders may nominate a candidate for the Governance Committee’s consideration for election to the Board at an annual meeting, see Other Information — Stockholder Proposals.

 

Governance

Governance

Medline’s corporate governance framework is designed to support Board and management accountability and effective oversight as a public company. The Board and its Committees operate under defined charters and Corporate Governance Guidelines that allocate responsibilities for oversight, director independence, and Board composition, and are intended to promote efficient use of corporate resources, foster trust in Medline, and support long-term stockholder interests.

Board Leadership Structure

Our governance framework provides the Board with flexibility to determine the appropriate leadership structure of the Board. The Board periodically reviews its leadership structure in light of the Company’s circumstances, including the needs of the business, our industry and operating environment, and the best interests of the Company and our stockholders. After careful consideration, the Board has determined that, at this time, having separate Chief Executive Officer (“CEO”) and Chair roles best supports effective oversight and decision-making, particularly as the Company continues its transition to operating as a public company following the IPO.

The Board recognizes that no single leadership structure is appropriate for every company at all times and expects to continue to evaluate its leadership structure over time as the Company’s circumstances evolve and as the Board considers feedback from stockholders and other stakeholders.

The general responsibility of the Chair is to provide leadership to the Board, including setting culture, building consensus, serving as an effective bridge between the Board and management, and working closely and transparently with the independent directors. The Chair also provides input to the Compensation Committee related to the evaluation of CEO performance.

Mr. C. Mills has served as the Chair of the Board since 2018 and as a member of the Board since 1985. He served as Medline’s CEO from 1997 to 2023. In appointing him as Chair, the Board considered Mr. C. Mills’s extensive industry knowledge, management expertise, and business experience, particularly from his former role as Medline’s CEO; his ability to facilitate effective communication between the Board and management; and his ability to work collaboratively and transparently with our independent directors. As CEO, Mr. Boyle is responsible for developing and overseeing the implementation of our business strategy as well as leading and managing the day-to-day operations of the Company. The Board believes that our current structure enables Mr. Boyle, in his role as CEO, to focus his attention on our business strategy and operations. The Board will continue to evaluate its leadership structure on an ongoing basis and may make changes as appropriate for the Company and its future needs.

 

Governance

Committees Of The Board

The Board has four standing Committees: the Audit Committee, the Compensation Committee, the Governance Committee, and the Risk and Compliance Committee of the Board (the “Risk Committee”). Each of the Audit Committee, Compensation Committee, and Governance Committee consists solely of independent directors. The Risk Committee consists of a majority of independent directors. In addition, members of the Audit Committee and Compensation Committee satisfy the heightened independence standards applicable to service on those Committees under Nasdaq and SEC rules. Each Committee operates pursuant to a written charter that describes its responsibilities. The Chair of each Committee reports to the Board regarding matters considered and actions taken by the Committee. Each Committee charter is reviewed at least annually, and any proposed amendments are submitted to the Board for approval. The Committees have authority under their respective charters to engage independent counsel and other advisors, as appropriate, and to approve the fees and other terms of such engagements.

The Governance Committee makes recommendations to the Board regarding the composition of each Committee of the Board. Based on the Governance Committee’s recommendations, the Board appoints Committee members and designates each Committee Chair.

* Includes meetings of the pre-IPO Board of Managers of Medline Holdings GP, LLC.

Key Responsibilities

•

Appoints and oversees our independent auditor, including approving audit and permitted non-audit services;

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•

Oversees the integrity of the Company’s financial statements and financial reporting processes, including reviewing quarterly and annual financial statements with management and the independent auditor;

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•

Oversees the Company’s internal control over financial reporting, compliance with legal and regulatory requirements, and the performance of the internal audit function; and

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•

Establishes and oversees procedures for accounting and auditing complaints and prepares the Audit Committee report for inclusion in the annual proxy statement.

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Qualifications

•

All members meet the “financial sophistication” standards of the Nasdaq rules.

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•

The Board has determined that Mr. Sweet and Mr. Galanti each qualify as an “audit committee financial expert” within the meaning of SEC rules.

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•

No Audit Committee member received any payments from us in 2025 other than compensation for service as a director.

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Governance

* Includes meetings of the pre-IPO Board of Managers of Medline Holdings GP, LLC.

Key Responsibilities

•

Reviews and approves CEO compensation, including setting and evaluating CEO performance goals, and determining or recommending CEO compensation based on performance (as directed by the Board);

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•

Reviews, determines, and approves compensation for other executive officers, including annual base salary, annual incentive compensation, equity awards, and other long-term incentive awards;

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•

Reviews and recommends to the Board director compensation and oversees the Company’s equity compensation plans; and

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•

Reviews the annual Compensation Discussion and Analysis disclosure required by SEC rules and prepares the Compensation Committee report for inclusion in the annual proxy statement.

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Delegation

Under its charter, the Compensation Committee may delegate authority to the Committee Chair, one or more other Committee members, or a subcommittee of Committee members, except where such delegation would be prohibited by applicable law, regulation, or Nasdaq rules.

Interlocks

The Board has determined that other than Mr. James Abrams (our former Chief Operating Officer), Mr. Boyle (our current CEO), Mr. A. Mills (our former President), and Mr. C. Mills (our former CEO), no member of our Board was at any time during our 2025 fiscal year, or at any other time, one of our officers or employees. None of our executive officers currently serves, or has served during our 2025 fiscal year, as a member of the Board or Compensation Committee (or other Committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or Compensation Committee. We are a party to certain transactions with affiliates of Blackstone, Carlyle, H&F, the Mills Family, Hux Investment Pte. Ltd. (“Hux”), and Platinum Falcon B 2018 RSC Limited (“Platinum Falcon” and together with Hux, the “Other Pre-IPO Investors”). See Certain Relationships and Related Person Transactions.

 

Governance

The Governance Committee was established in connection with the Company’s IPO consummated in December 2025. The Committee did not have any meetings in 2025.

Key Responsibilities

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Assists the Board in identifying and evaluating director candidates and recommends nominees to the Board for election or appointment;

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Develops, recommends to the Board, and oversees an annual self-evaluation process for the Board and its Committees;

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Advises the Board on corporate governance matters, including developing and recommending Corporate Governance Guidelines and other governance policies, and reviewing the Company’s governance framework; and

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Recommends directors of the Board to serve as members and chairpersons of each Committee of the Board and addresses related Committee qualification matters as required by applicable rules.

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Governance

* Includes meetings of the pre-IPO Board of Managers of Medline Holdings GP, LLC.

Key Responsibilities

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Oversees management’s identification and evaluation of key legal and regulatory compliance risks and the Company’s ethics and compliance program, plans, and policies designed to address such risks;

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Reviews with management the Company’s risk assessment and risk management guidelines and practices, including monitoring and mitigation of key existing and emerging enterprise risks;

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Oversees specified risk areas, including cybersecurity and information technology risks and the Company’s sustainability strategy, risks, goals, policies, practices, and disclosures; and

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Coordinates and provides input regarding the allocation of risk oversight responsibilities among the Board and its Committees, and reviews significant legal and regulatory matters and related risk disclosures.

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Ethics And Compliance Helpline

The Audit Committee, in coordination with the Risk Committee, establishes and oversees procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters. The Audit Committee also oversees procedures for the confidential, anonymous submission by Medline employees of concerns regarding these matters, including mechanisms that allow employees to communicate directly with the Audit Committee or its designee. To report a concern online or to obtain a local phone number to report by phone, including anonymously, visit medline.ethicspoint.com.

 

Governance

Director Engagement

Meeting Attendance

Board and Committee Meeting Attendance

All directors are expected to make every effort to attend all meetings of the Board and meetings of the Committees of which they are members. During 2025, the Board held 4 meetings and the Committees of the Board held a total of 16 meetings. No incumbent director attended fewer than 75% of the aggregate of the total number of meetings of the Board and the Committees on which, and during the period that, they served.

We completed our IPO on December 18, 2025. Meetings held prior to our IPO were held by the Board of Managers and the Committees of the Board of Managers, as applicable, of Medline Holdings GP, LLC, the general partner of Medline Holdings, our predecessor. Meetings held after the IPO were held by our Board and the Committees of the Board.

Key members of management regularly attend and participate in Board and Committee meetings. Regular attendees include our CEO, CFO, Chief Legal Officer, and other members of the Executive Leadership Team. Other senior leaders attend as meeting topics warrant.

Annual Meeting Attendance

Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. The Company did not hold an annual meeting of stockholders in fiscal 2025 since none of our stock was publicly traded prior to December 2025.

Director Time Commitments Policy

The Board believes that directors’ service on the boards of other public companies provides directors with valuable experience and knowledge in governance, oversight, and leadership. The Board also recognizes that public company board service requires significant time and engagement. It is important to Medline that directors are able to commit sufficient time and attention to responsibilities on the Medline Board. The Board’s policy, which is included in our Corporate Governance Guidelines:

As of April 13, 2026, all directors and director nominees are in compliance with this policy. The Governance Committee reviews our director time commitments policy as part of its annual review of our Corporate Governance Guidelines. We also review the policies of our institutional investors on an ongoing basis and discuss such policies during our investor engagement calls.

 

Governance

Director Orientation And Education

New directors participate in an orientation designed to familiarize them with Medline’s business, strategy, and policies, and facilitate direct engagement with senior leaders in the business. Orientation is provided as soon as reasonably practicable after a director’s initial election and typically includes briefings on the Company’s operations and strategic plans, financial reporting, key risks, company culture, and other topics relevant to Board oversight.

Throughout the year, management and outside experts regularly provide presentations to the Board and Committees on our strategic plans, business and financial performance, legal and regulatory matters, compliance programs, developments and events that impact our strategy and business, and other topics of interest to directors. Directors may attend meetings of Committees of which they are not a member. Directors also have unrestricted access to management and are encouraged to meet with management to enhance their understanding of our strategy and business.

Board’s Oversight Role

Strategy Oversight

Our Board’s role is to represent the interests of stockholders and foster the Company’s long-term success. In carrying out that role, the Board establishes corporate governance policies, sets strategic directions, and oversees the management of the Company and its business. The Board advises on and, when appropriate, approves extraordinary actions that would result in significant changes to the Company, including the acquisition or disposition of a significant business or entry into a major new line of business. Our Board devotes time as necessary and appropriate to reviewing Medline’s strategic plans and monitors progress through regular engagement with management. In 2025, in connection with the Company’s IPO consummated in December 2025 and transition to operating as a public company, the Board reviewed the Company’s near-term operating plan and longer-term priorities, including initiatives focused on strengthening systems and controls to support public-company reporting and compliance, and received updates from management on progress in these areas.

 

Governance

Risk Oversight

Role of the Board and Committees

Oversight of risk is an integral part of our Board’s responsibilities and is addressed through a combination of full Board engagement and Committee-level oversight.

Through our ERM program, we:

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identify key risks impacting our business, including cyber and technology, legal and compliance, strategic, operational, and financial risks,

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assess and prioritize risks, considering various factors, including potential impact, likelihood of occurrence, and effectiveness of our current mitigation strategies, and

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develop plans to monitor, manage, and mitigate top enterprise risks.

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Governance

The Company’s Governance, Risk, and Compliance Committee (the “GRC Committee”) structure is the primary management-level governance and oversight mechanism for our ERM. Our GRC Committee structure provides a forum for transparency, reporting, and decision-making on the most significant governance, risk, and compliance issues facing Medline. This structure supports the ERM program’s primary risk management, monitoring, and reporting function from the operational level to the executive management level and, ultimately, to the Risk Committee.

Our Code of Conduct and Ethics applies across the enterprise and is designed to promote a culture where our employees feel comfortable raising concerns. We maintain a global speak-up line consisting of multiple channels for reporting concerns, including mechanisms that enable anonymous reporting where allowed, and prohibit retaliation against individuals who raise concerns in good faith.

More Information

For more information about the risks facing the Company, see the factors described in Part I, Item 1A — Risk Factors in our 2025 Annual Report and those set forth in our other filings with the SEC. The risks described in the 2025 Annual Report and subsequent filings with the SEC are not the only risks facing us. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to us may also materially adversely affect our business, financial condition, or results of operations.

Compensation Oversight

The Compensation Committee oversees the Company’s compensation and benefits plans, policies, and programs for officers and other employees, as well as our directors, and also oversees the assessment and management of risks related to the Company’s compensation policies, programs, and practices, including in connection with succession planning. The Compensation Committee considers whether the structure and design of incentive arrangements are aligned with the Company’s corporate objectives and may rely on analysis from management and, as appropriate, an independent compensation consultant engaged by the Compensation Committee or the Company.

In addition, the Compensation Committee reviews the structure and design of the Company’s compensation programs, including executive compensation, with assessment from management and analysis from an independent consultant. Through this process, the Compensation Committee seeks to align the Company’s executive compensation programs with a pay-for-performance culture and the Company’s strategic priorities, while discouraging executives from taking excessive or unnecessary risks that could adversely impact Medline’s reputation or success.

Cybersecurity Oversight

The Risk Committee assists the Board in oversight of the Company’s cybersecurity and information technology risks, and regularly reviews the Company’s cybersecurity risk management framework, including the programs and processes used to prevent, detect, and respond to cybersecurity incidents and to identify emerging risks. The Company maintains a dedicated cybersecurity function led by the Global Chief Information Security Officer, who, together with the Chief Information Officer, routinely provides updates to the Risk Committee and the Board regarding the Company’s cybersecurity risk environment and mitigation efforts, including the effectiveness of key risk management practices and resources devoted to cybersecurity risk management programs. The Company also maintains incident response and business continuity protocols, with escalation procedures under which cybersecurity incidents meeting specified thresholds are reported, as appropriate, to senior management and to the Risk Committee and the Board, with follow-up updates provided until the matter is addressed.

Human Capital Oversight

The Board is engaged in oversight of leadership development and succession planning for senior management, with primary responsibility for human capital matters delegated to the Compensation Committee. The Compensation Committee oversees compensation and benefits programs for the Company’s officers, compensation and executive succession planning for the Company’s officers, and the Company’s key strategies and policies related to human capital management. In that role, the Compensation Committee oversees and reviews executive succession plans, evaluates and makes recommendations to the Board regarding potential CEO candidates, and reviews candidates for other senior executive roles. The Compensation Committee also oversees the Company’s human capital strategies, policies, and outcomes tied to the long-term health of the Company’s business, including talent development and retention. As part of its oversight, the Compensation Committee also discusses with management and reports to the Board on significant human capital matters and actions within its scope of responsibilities.

Sustainability Oversight

Our Board oversees the integration of sustainability principles and practices throughout our business, with delegation to the Risk Committee for the oversight of our sustainability risks, goals, policies, practices, and disclosures. The Risk Committee receives regular updates on priority sustainability matters from our Vice President of Sustainability, including policy and program development, sustainability risk, and progress toward our sustainability goals. The Board receives regular updates on the sustainability efforts embedded in our business, operations, and supply chain from our Chief Operating Officer, Chief Product Officer, and other executive and senior leaders, including related to our innovation strategy, raw materials and supply chain management, and risk mitigation efforts.

 

Governance

Other Governance Policies And Practices

Governance Documents

Corporate Governance Guidelines

The Board is committed to corporate governance practices designed to support effective oversight and promote the long-term interests of our stockholders. Our Corporate Governance Guidelines serve as a practical roadmap for how the Board is organized and how it carries out its oversight responsibilities to support consistent, disciplined governance practices as a public company. Our Corporate Governance Guidelines address, among other things, the Board’s role and responsibilities, Board composition and structure, director qualification and directorship considerations, and the expectations and practices that guide how the Board operates. The Governance Committee periodically reviews the Corporate Governance Guidelines and recommends any updates to the Board for consideration so that these guidelines continue to reflect the Company’s governance framework and evolving requirements and best practices.

Code of Conduct and Ethics

We have adopted a Code of Conduct and Ethics that applies to all of our officers, directors, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions. Our Code of Conduct and Ethics is intended to promote ethical conduct and compliance with applicable laws, rules, and regulations, and it is posted on our website. Our Code of Conduct and Ethics is also a “code of ethics” as defined in Item 406(b) of Regulation S-K. We intend to disclose on our website any amendment to, or waiver of, any provision of the Code of Conduct and Ethics applicable to our directors or executive officers to the extent such disclosure is required under applicable SEC rules or other legal requirements.

Related Party Transactions Policy

In connection with our IPO, our Board adopted a written policy for the review, approval, and ratification of certain transactions with “related persons” in accordance with Item 404 of Regulation S-K (the “Related Party Transactions Policy”). Our Related Party Transactions Policy requires “related persons” ​(as defined in paragraph (a) of Item 404 of Regulation S-K), which generally includes our directors, director nominees, executive officers, beneficial owners of more than 5% of a class of our stock, and their immediate family members, to promptly disclose potential “related party transactions” ​(defined as any transaction, arrangement, relationship, or series of similar transactions, that is anticipated would be reportable under Item 404(a) of Regulation S-K in which the Company is or will be a participant and the amount involved exceeds or is expected to exceed $120,000 and in which any “related person” has or will have a direct or indirect material interest) to the Company. Upon identification of “related persons” and potential “related party transactions,” the policy also provides that any such transaction must be reviewed and approved or ratified by the Audit Committee. In determining whether to approve or ratify a related person transaction, the Audit Committee considers the relevant facts and circumstances, including whether the transaction is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Directors with an interest in a “related person transaction” are expected to recuse themselves from any discussion or approval of that transaction. The Board has also delegated limited authority to the Chair of the Audit Committee to pre-approve certain “related party transactions,” with a summary of any such pre-approvals presented to the Audit Committee for review.

Corporate Governance Materials Available on Our Website

Our Corporate Governance Guidelines, Committee charters, and Code of Conduct and Ethics are available on our website at ir.medline.com. To access these materials, click on the “Governance” tab. The information contained on, or accessible through, our website is not, and will not be deemed to be, a part of this Proxy Statement, and is not incorporated by reference into this Proxy Statement or any of our other filings with the SEC. In addition, we will promptly deliver free of charge, upon request, a copy of our Corporate Governance Guidelines, Committee charters, or Code of Conduct and Ethics to any stockholder requesting a copy.

INSIDER TRADING POLICY

We have adopted an Insider Trading Policy that governs transactions (such as purchase, sale, and other disposition) in the Company’s securities by our directors, executive officers, employees, and other covered persons, as well as transactions by the Company itself. The policy is intended to promote the Company’s compliance with applicable insider trading laws, SEC rules, and Nasdaq listing standards. The policy includes restrictions on both the timing of trades and the types of transactions that may be effected in the Company’s securities by employees (including executive officers) and directors. Among other restrictions, the policy generally prohibits speculative or high-risk transactions involving the Company’s securities, including hedging or monetization transactions, transactions in Company-based derivative securities (such as puts and calls), short sales, and pledging or holding Company securities in a margin account or as collateral for a loan. The policy also imposes blackout periods and, for designated individuals, trade preclearance requirements administered by the Corporate Secretary. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2025 Annual Report.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed in Executive Compensation — Compensation Discussion and Analysis, Executive Compensation — Executive Compensation Tables, and Director Compensation — Director

 

Governance

Compensation Program, since January 1, 2024, we have engaged in the following transactions in which the amount involved exceeded $120,000 and in which any director or director nominee, executive officer or holder of more than 5% of our voting securities, whom we refer to as our principal stockholders, or affiliates or immediate family members of our directors or director nominees, executive officers and principal stockholders, had or will have a material interest. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

Director Nomination Agreements

In connection with the IPO, we entered into separate Director Nomination Agreements with each of Blackstone, Carlyle, and H&F (collectively, our “Sponsors”) and the Mills Family (together with our Sponsors, our “Principal Stockholders”) with whom we are party to separate Director Nomination Agreements (a “Designating Stockholder”) that, among other things, permit such Designating Stockholder to designate an agreed number of individuals as directors (such directors, the “Designated Directors” and each, a “Designated Director”), for so long as such Designating Stockholder continues to beneficially own at least 5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units (as defined in Appendix B). Each Designating Stockholder has the right to designate a number of directors to our board of directors (rounded up to the nearest whole number) equal to the product of (i) the number of directors on the Board multiplied by (ii), a fraction, the numerator of which is the aggregate number of shares of our Class A common stock, assuming exchange of all Common Units, beneficially owned by such Designating Stockholder and the denominator of which is the total number of shares of our Class A common stock outstanding, assuming exchange of all Common Units. Notwithstanding the foregoing, Designated Directors designated by the Mills Family may not exceed 20% of our total number of directors. If the number of Designated Directors permitted to be designated by the Mills Family is reduced as a result of such 20% cap, it may designate non-voting observers in lieu thereof. Accordingly, the specific number of directors and/or non-voting observers that each Designating Stockholder is entitled to designate depends on such Designating Stockholder’s beneficial ownership as well as the size of our board of directors. Although a Designating Stockholder may be permitted to designate a certain number of individuals pursuant to the foregoing provisions, there is no requirement that such Designating Stockholder designate all (or any) such individuals. Medline Inc. was advised by the Designating Stockholders that, at the time of the IPO, Blackstone, Carlyle, H&F, and the Mills Family each designated two directors. See Our Board — Board Qualifications — Director Nominations for information regarding which of the directors of Medline Inc. were designated by the relevant Designating Stockholder.

Each of our Designating Stockholders (other than the Mills Family) agreed, severally and not jointly, to vote, or cause to be voted, the respective shares of the Class A common stock or Class B common stock, as applicable, beneficially owned or controlled by them in favor of the Company slate that is included in our proxy statement in accordance with the terms of the Director Nomination Agreements.

For so long as the Director Nomination Agreements remain in effect, Designated Directors may be removed only with the consent of the Designating Stockholder that designated such Designated Director.

In addition, the Director Nomination Agreements, in certain circumstances, permit our Designating Stockholders and their affiliates to assign their rights and obligations under the agreements, in whole or in part. Furthermore, the Director Nomination Agreements require us to cooperate with our Designating Stockholders in connection with certain future pledges, hypothecations, grants of security interest in, or transfers (including to third party investors) of any or all of the Class A common stock or Common Units held by our Designating Stockholders, including to banks or financial institutions as collateral or security for loans, advances or extensions of credit. Moreover, the Director Nomination Agreements provide our Designating Stockholders with information rights.

Information and Access Agreement

In connection with our IPO, we entered into an information and access agreement (the “Information and Access Agreement”) with Hux that, among other things, permits Hux to designate one non-voting observer to our board of directors for so long as Hux continues to beneficially own at least 5% of the outstanding shares of Class A common stock, assuming exchange of all Common Units. In addition, the Information and Access Agreement, in certain circumstances, permits Hux and its affiliates to assign their rights and obligations under the agreement, in whole or in part. Moreover, the Information and Access Agreement provides Hux and its affiliates with information rights.

Exchange Agreement

In connection with the certain reorganization transactions (“Reorganization Transactions”) and IPO, we entered into an exchange agreement (the “Exchange Agreement”) with both the Continuing Common Unitholders and the Continuing Incentive Unitholders (collectively, the “Continuing Unitholders”) pursuant to which each holder of Common Units (including Common Units issued upon conversion of vested Incentive Units) (and certain permitted transferees thereof) may (subject to the terms of the exchange agreement) exchange their Common Units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, upon which an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired upon any such exchange. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Medline Inc. correspondingly increases as it acquires the exchanged Common Units. Holders of outstanding Common Units do not have the right to require a redemption of the Common Units.

 

Governance

Registration Rights Agreement

In connection with the IPO, we entered into a registration rights agreement (the “Registration Rights Agreement”) with our Principal Stockholders, Hux, and Platinum Falcon, which provides for customary “demand” registrations and “piggyback” registration rights. The Registration Rights Agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act.

Tax Receivable Agreement

In connection with the Reorganization Transactions, Medline Inc. entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of our pre-IPO owners (as defined in Appendix B) that provides for the payment by Medline Inc. to such pre-IPO owners or permitted transferees thereof of 90% of certain tax benefits, if any, that Medline Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Medline Inc.’s allocable share of existing tax basis in Medline Holdings’ assets acquired in the IPO, (ii) increases in Medline Inc.’s allocable share of existing tax basis and tax basis adjustments to the tangible and intangible assets of Medline Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after our IPO, (iii) Medline Inc.’s utilization of certain tax attributes (including any existing tax basis) of certain entities that are taxable as corporations for U.S. federal income tax purposes through which the pre-IPO owners held their interests in Medline Holdings prior to the IPO, which Medline Inc. acquired in connection with our IPO, and (iv) certain other tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. Sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) by Continuing Unitholders to Medline Inc. are expected to result in increases in the tax basis of the assets of Medline Holdings. The existing tax basis, increases in existing tax basis, and the tax basis adjustments generated over time may increase (for tax purposes) Medline Inc.’s depreciation and amortization deductions available to Medline Inc. and, therefore, may reduce the amount of U.S. federal, state, and local tax that Medline Inc. would otherwise be required to pay in the future. Medline Inc.’s allocable share of existing tax basis acquired in the IPO and the increase in Medline Inc.’s allocable share of existing tax basis and the anticipated tax basis adjustments upon purchases or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets. Actual tax benefits realized by Medline Inc. may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed blended state and local income tax rate of 6% (as adjusted to take into account the U.S. federal tax benefit of such taxes) to calculate tax benefits. The payment obligation under the Tax Receivable Agreement is an obligation of Medline Inc. and not of Medline Holdings. For purposes of the Tax Receivable Agreement, the cash tax benefits will be generally computed by comparing the actual income tax liability of Medline Inc. to the amount of such taxes that Medline Inc. would have been required to pay had it not had use of the tax attributes covered by the Tax Receivable Agreement. The actual and hypothetical tax liabilities determined in the Tax Receivable Agreement will be calculated using the actual U.S. federal income tax rate in effect for the applicable period and an assumed blended state and local income tax rate of 6% (as adjusted to take into account the U.S. federal tax benefit of such taxes). Payments under the Tax Receivable Agreement are generally due annually five business days following finalization of a schedule showing the relevant tax benefit calculations that is required to be delivered by Medline Inc. within 120 calendar days following the due date (including extensions) of its U.S. corporation income tax return, and interest on such payments will accrue from the due date (without extensions) of such tax return. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired. Additionally, in the event of certain changes of control, certain material breaches of the Tax Receivable Agreement by Medline Inc., or an insolvency event, the calculation of certain future payments made under the Tax Receivable Agreement will utilize certain valuation assumptions. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The increase in Medline Inc.’s allocable share of existing tax basis and the anticipated tax basis adjustments upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors.

We expect that as a result of the size of Medline Inc.’s allocable share of existing tax basis acquired in the IPO, the increase in Medline Inc.’s allocable share of existing tax basis and the anticipated tax basis adjustment of the tangible and intangible assets of Medline Holdings upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after the IPO and our possible utilization of certain tax attributes (including any existing tax basis), the payments that we may make under the Tax Receivable Agreement will be substantial. Late payments under the Tax Receivable Agreement generally will accrue interest at an uncapped rate equal to one year SOFR plus 500 basis points. The payments under the Tax Receivable Agreement are not conditioned upon continued ownership of us by the pre-IPO owners or permitted transferees thereof.

In the event of certain changes of control, certain material breaches of the Tax Receivable Agreement by Medline Inc., or an insolvency event, the calculation of certain future payments made under the Tax Receivable Agreement will utilize certain valuation assumptions, including that (i) in the case of a change of control, any Common Units (including Common Units issued or that would have been issued upon conversion of vested Incentive Units) that have not been exchanged are deemed exchanged for the market value of the shares of our Class A common stock at the time of the change of control and (ii) Medline Inc. will have sufficient

 

Governance

taxable income to fully utilize (A) the tax attributes covered by the Tax Receivable Agreement and (B) any remaining net operating losses subject to the Tax Receivable Agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses or the five-year period after the change of control or other relevant event.

As a result, Medline Inc. could be required to make payments under the Tax Receivable Agreement that are greater than the specified percentage of the actual cash tax benefits that Medline Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement or that are prior to the actual realization, if any, of such future tax benefits. In these situations, we may be able to defer the timing of our payment obligations under the Tax Receivable Agreement. Otherwise, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity.

Furthermore, the distribution payments from Medline Holdings may be less than the required payments under the Tax Receivable Agreement and/or Medline Holdings may not have available cash to make its pro rata share of distributions. If, as a result of these timing discrepancies, insufficient distributions from Medline Holdings, lack of liquidity in Medline Holdings, or otherwise, we do not have sufficient funds to make payments under the Tax Receivable Agreement, we may be able to defer the timing of our payment obligation. Alternatively, in such scenarios, we may have to seek to raise additional capital, incur indebtedness, or take other measures to fund the required payments under the Tax Receivable Agreement, and thus our liquidity could be materially adversely affected.

Decisions made by our pre-IPO owners in the course of running our business may influence the timing and amount of payments that are received by an exchanging or selling existing owner under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange generally will accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange will increase an existing owner’s tax liability without giving rise to any rights of an existing owner to receive payments under the Tax Receivable Agreement.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine. Medline Inc. will not be reimbursed for any payments previously made under the Tax Receivable Agreement if Medline Inc.’s allocable share of existing tax basis acquired in the IPO and increase upon the purchase or exchange of Common Units (including Common Units issued upon conversion of vested Incentive Units) for share of Class A common stock, the anticipated tax basis adjustments or our utilization of tax attributes are successfully challenged by the IRS, although such amounts may reduce our future obligations, if any, under the Tax Receivable Agreement. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of Medline Inc.’s cash tax benefits.

In March 2026, certain entities affiliated with the Mills Family entered into an assignment and assumption agreement with Blackstone, Carlyle, H&F, Hux, and Platinum Falcon, pursuant to which such parties transferred and assigned their rights under the Tax Receivable Agreement to the entities affiliated with the Mills Family for approximately $1.4 billion.

Medline Holdings Amended and Restated Limited Partnership Agreement

As a result of the Reorganization Transactions and IPO, Medline Inc. directly or indirectly holds Common Units in Medline Holdings and is the sole general partner of Medline Holdings. Accordingly, Medline Inc. operates and controls all of the business and affairs of Medline Holdings, and, through Medline Holdings and its operating entity subsidiaries, conducts our business.

Pursuant to the Amended and Restated Limited Partnership Agreement of Medline Holdings, Medline Inc. has the right to determine when distributions will be made to holders of Common Units and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata, in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Medline Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units.

The Continuing Unitholders (including Medline Inc.) will incur U.S. federal, state, and local income taxes on their allocable share of any taxable income of Medline Holdings. Net profits and net losses of Medline Holdings will generally be allocated to its holders (including Medline Inc.) pro rata, in accordance with the percentages of Units held, except as otherwise required by law. The Amended and Restated Limited Partnership Agreement of Medline Holdings provides for cash distributions (“tax distributions”) to the holders of the Common Units and the Incentive Units (collectively, the “Units”) if Medline Inc., as the general partner of Medline Holdings, determines that a holder, by reason of holding Units, incurs an income tax liability. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Medline Holdings allocated to the holder of Units that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to 36% with respect to ordinary income or 30% with respect to capital gains or qualified dividend income, in each case, subject to adjustment by the board. Tax distributions will be pro rata among the Common Units.

 

Governance

Subject to certain restrictions, pursuant to the terms of the Amended and Restated Limited Partnership Agreement of Medline Holdings, the holders of vested Incentive Units have the right to convert their vested Incentive Units into a number of Common Units of Medline Holdings that generally are 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. Common Units received upon conversion will be exchangeable on a one-for-one basis for shares of Class A common stock of Medline Inc. in accordance with the terms of the exchange agreement as described below. An unvested Incentive Unit is not exchangeable unless and until such Incentive Unit vests.

The amended and restated limited partnership agreement of Medline Holdings also provides that substantially all expenses incurred by or attributable to Medline Inc. (such as expenses incurred in connection with the IPO), but not including obligations incurred under the Tax Receivable Agreement by Medline Inc., income tax expenses of Medline Inc. and payments on indebtedness incurred by Medline Inc., will be borne by Medline Holdings.

Services Agreements

In connection with the acquisition on October 21, 2021 by Blackstone, Carlyle, and H&F of a majority interest in Medline Holdings and certain transactions related thereto (the “Sponsor Acquisition”), Medline Holdings entered into services agreements (the “Services Agreements”) with each of Blackstone Management Partners L.L.C. and Blackstone Capital Partners VIII L.P. (collectively, “BX Management”), Carlyle Investment Management L.L.C. (“Carlyle Management”), Hellman & Friedman LP (“H&F Management”) and Mozart Holdco, Inc. (“Mills Family Holdco,” together with BX Management, Carlyle Management and H&F Management, the “Services Agreement Entities”). Under the Services Agreements, Medline Holdings is required to pay or reimburse the Services Agreement Entities and their affiliates for out-of-pocket costs and expenses incurred on behalf of or in connection with the monitoring and evaluation of the operations of Medline Holdings. Medline Holdings is also required to indemnify each of the Services Agreement Entities and certain of their related persons against, among other things, losses and liabilities incurred in connection with or as a result of the services provided to Medline Holdings or its affiliates pursuant to the applicable Services Agreement.

We made payments pursuant to the Services Agreements to BX Management totaling $360,000, $711,000, and $887,000 in fiscal years 2023, 2024, and 2025, respectively. We made payments pursuant to the Services Agreements to Carlyle Management totaling $244,000 and $60,000 in fiscal years 2023 and 2025, respectively. We made payments pursuant to the Services Agreements to H&F Management totaling $120,000 and $555,000 in fiscal years 2024 and 2025, respectively. We have not made any payments to Mills Family Holdco pursuant to the Services Agreements.

Other Transactions

In February 2023, Andrew J. Mills, a member of our board of directors, received an allocation of term loans under our Senior Secured Credit Facilities, of which $17.8 million and $17.6 million principal remained outstanding as of December 31, 2024 and 2025, respectively. Borrowings under the Senior Secured Credit Facilities bear interest at a floating rate as further described under Part I, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness — Term Loan Facilities of our 2025 Annual Report. For fiscal years 2023, 2024, and 2025, the Company paid Mr. A. Mills $0.2 million, $1.9 million, and $0.2 million in principal and $1.6 million, $1.6 million, and $1.5 million in interest, respectively, under the Senior Secured Credit Facilities. For additional details on the terms of the Senior Secured Credit Facilities, see Part I, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness — Revolving Credit Facilities of our 2025 Annual Report.

Participation in IPO

On December 18, 2025, we completed the IPO of 248,439,654 shares of Class A common stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) for cash consideration of $29.00 per share (net of underwriting discounts). We used the proceeds (net of underwriting discounts) from the issuance of 179,000,000 shares ($5.078 billion) in the IPO to purchase an equivalent number of newly issued Common Units from Medline Holdings, which Medline Holdings has in turn used $731 million to repay in full all outstanding indebtedness under our New Euro Term Loan Facility, $3.292 billion to repay a portion of the outstanding indebtedness under our 2028 Refinancing Term Loan Facility, and we will use the remainder for general corporate purposes and to bear all of the expenses of the IPO. We used the proceeds (net of underwriting discounts) from the issuance of 37,034,482 shares ($1.051 billion) and the issuance of 32,405,172 shares ($919 million) pursuant to the exercise in full by the underwriters of their option to purchase additional shares in the IPO to purchase or redeem an equivalent aggregate number of shares of Class A common stock and Common Units from certain affiliates of Blackstone, Carlyle, and H&F.

Members of the Mills Family purchased an aggregate of 12,918,962 shares of our Class A common stock in the IPO at the IPO price of $29.00 per share and on the same terms as the other purchasers in the IPO.

 

Governance

Underwriting of IPO

Blackstone Securities Partners L.P., an affiliate of Blackstone, and TCG Capital Markets L.L.C., an affiliate of Carlyle, each a beneficial owner of more than 5% of our common stock, underwrote 4,553,194 and 4,553,194 shares, respectively, of the 248,439,654 shares of Class A common stock offered to the market in the IPO, with underwriting discounts and commissions of $0.63173 per share paid by us.

Participation in Secondary Offering

On March 10, 2026, we completed an underwritten public offering of an aggregate of 86,250,000 shares of Class A common stock (including 11,250,000 shares of Class A common stock issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) sold by a wholly owned subsidiary of Abu Dhabi Investment Authority (“ADIA”) and certain affiliates of our Sponsors (collectively, the “Selling Stockholders”) at a public offering price of $41.00 per share, for aggregate gross proceeds of approximately $3.5 billion to the Selling Stockholders (the “March 2026 Resale Offering”). This transaction resulted in the issuance of 33,963,901 shares of Class A common stock in connection with the exchange of Common Units by the Selling Stockholders for the three months ended March 28, 2026. We did not sell any shares in the March 2026 Resale Offering and did not receive any of the proceeds from the sale of the shares of Class A common stock in the March 2026 Resale Offering. We paid approximately $4 million in offering expenses associated with the sale of the shares by the Selling Stockholders, net of the underwriting discounts and commissions.

Underwriting of Secondary Offering

Blackstone Securities Partners L.P., an affiliate of Blackstone, and TCG Capital Markets L.L.C., an affiliate of Carlyle, each a beneficial owner of more than 5% of our common stock, underwrote 4,743,750 and 4,743,750 shares, respectively, of the 86,250,000 shares of Class A common stock offered to the market in the March 2026 Resale Offering, with underwriting discounts and commissions of $0.492 per share paid by the Selling Stockholders.

Indemnification of Directors and Officers

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements, together with our amended and restated bylaws, provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to limited exceptions. The indemnification agreements, together with our amended and restated bylaws, also require us to advance expenses, including attorneys’ fees, incurred by our directors and officers in defending against proceedings to which they are or are threatened to be made a party or participant, to the fullest extent permitted by law, subject to limited exceptions. In addition, our amended and restated certificate of incorporation provides that our directors and officers will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as directors or officers to the fullest extent permitted by the DGCL. There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Family and Other Relationships

Charles N. Mills, a member of our board of directors, served as our CEO from 1997 to October 2023 and is the cousin of Andrew J. Mills. During fiscal 2023, Mr. C. Mills received total compensation of $1,137,984, including salary, bonus, and 401(k) contributions.

Andrew J. Mills, a member of our board of directors, served as our President from 1997 to October 2023 and is the cousin of Charles N. Mills and the brother-in-law of James D. Abrams (our former Chief Operating Officer and director). During fiscal 2023, Mr. A. Mills received total compensation of $394,036, including salary, bonus, and 401(k) contributions.

James D. Abrams served as a member of our board of directors from 2010 to 2025 and as our Chief Operating Officer from 1997 to October 2023 and is the brother of William J. Abrams, son of Robert Abrams and the brother-in-law of Andrew J. Mills. During fiscal 2023, Mr. J. Abrams received total compensation of $487,717, including salary, bonus, and 401(k) contributions.

William J. Abrams is the brother of James D. Abrams. Mr. W. Abrams joined Medline in 2009 and has served as our Executive Vice President, Supply Chain Solutions since 2023. During fiscal 2023, fiscal 2024, and fiscal 2025, Mr. W. Abrams received total compensation of $1,377,619, $1,913,951, and $1,687,051, respectively, including salary, bonus, equity awards, long term incentives, and 401(k) contributions. Mr. W. Abrams previously held units in the Company’s Managing Partner Program (the “MPU Program”). The MPU Program was a cash-based incentive plan designed to replicate the economics of owning Company common stock. The Managing Partner Units (“MPUs”) issued pursuant to the MPU Program entitled the MPU Unit holders the opportunity to earn both (i) a share of the Company’s “Adjusted Earnings before Taxes” ​(the Company’s audited consolidated earnings before taxes as determined in accordance with GAAP, as adjusted for certain items) (“Profit Sharing Distributions”) and (ii) special payments tied to certain liquidity events. In addition to regular Profit Sharing Distributions, executives who held MPUs and remained employed until a liquidity event were eligible to receive the “Liquidity Event MPU Amount,” which is an amount per MPU equal to the price per share of Company common stock paid to holders thereof in connection with the liquidity event, less the book value per share of the Company at the time of the liquidity event. The Sponsor Acquisition qualified as a liquidity event under the MPU Program and

 

Governance

entitled MPU Unit holders, including Mr. W. Abrams, to the Liquidity Event MPU Amount to be paid in equal one-third installments, with the first installment paid on the date of the Sponsor Acquisition and the remaining installments on the first and second anniversary of the Sponsor Acquisition, subject to the executive’s compliance with certain restrictive covenants and, with respect to 50% of such distributions, the executive’s continued employment on the distribution dates. The Company’s obligations under the MPU Program were satisfied as of October 21, 2023, and no further grants or distributions under the MPU Program will be made in the future. In fiscal 2023, Mr. W. Abrams received distributions on his MPU Units of $11,938,474.

Justin Mills is the son of Andrew J. Mills. Mr. J. Mills is currently employed by the Company as a sales representative in Acute Care. During fiscal 2024 and fiscal 2025, Mr. J. Mills received total compensation of $222,784 and $129,487, respectively, including base salary, commission, and other benefits.

Robert Abrams is the father of James D. Abrams and William J. Abrams and is currently employed as the Company’s Corporate Purchasing Director. During fiscal 2023, fiscal 2024 and fiscal 2025, Mr. R. Abrams received total compensation of $137,981, $127,917, and $160,868, respectively, comprised of his base salary.

COMMUNICATIONS With the BOARD

Information for stockholders and other interested parties who wish to communicate with the Chair of the Board, the full Board, or our independent directors, individually or as a group, is described in our Corporate Governance Guidelines, which are available on our website at ir.medline.com under the “Governance” tab. Communications should be directed to our Corporate Secretary, who serves as the initial point of contact and routes correspondence as appropriate. Communications that relate to matters within the Board’s oversight responsibilities are forwarded to the independent directors. Communications that relate to matters within a Committee’s scope of responsibilities are forwarded to the Chair of the appropriate Committee. Communications that relate to ordinary-course business matters, including routine inquiries, suggestions, or customer matters, are forwarded to the appropriate executive or employee of the Company. The Corporate Secretary does not forward solicitations, “junk” mail, or communications that are abusive, frivolous, or otherwise inappropriate.

 

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION PROGRAM

Directors who are employed by us and directors who are affiliated with our Sponsors are not compensated by us for their services as directors. Independent non-employee directors who are not affiliated with our Sponsors or with members of the Mills and Abrams families, which currently only include Messrs. Bluedorn, Galanti and Sweet, are currently entitled to compensation consisting of:

•

Annual cash retainer of $125,000 per year;

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•

Committee chair cash retainers of $25,000 (Audit) and $20,000 (Compensation, Nominating and Governance, and Risk);

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•

Initial equity award of RSUs with a grant date fair value of $300,000, that cliff vest on March 27, 2027 (for Mr. Sweet) and March 30, 2027 (for Messrs. Bluedorn and Galanti); and

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•

Beginning in 2026, an annual equity award of RSUs with a grant date fair value of $200,000, vesting on the first anniversary of grant.

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The form and amount of compensation for our non-employee directors was established based on recommendations from management’s compensation consultant, Korn Ferry, based on benchmarking against the peer group used for 2025 Named Executive Officer compensation.

During 2025, James Abrams (our former Chief Operating Officer), Charles Mills (our former CEO), and Andrew Mills (our former President) served as members of our board of directors. They did not receive any compensation or benefits for their service in 2025. Mr. Abrams resigned as a member of the board of directors in connection with our IPO.

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of Messrs. Sweet, Galanti, and Bluedorn for services rendered to us as directors during the last fiscal year.

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(1)

This amount represents the aggregate grant date fair value of (i) RSUs for Common Units of the Medline Management Aggregator LLC (the “Aggregator”) (which were converted into RSUs covering shares of Medline Inc. common stock in connection with Medline’s IPO) granted to Mr. Galanti on September 5, 2025 in connection with the commencement of his service and (ii) RSUs granted to Mr. Bluedorn on December 16, 2025 in connection with the commencement of his service. The grant date fair value was calculated in accordance with ASC Topic 718. As of December 31, 2025, all of the RSUs held by each of Mr. Sweet (12,413), Mr. Galanti (11,005), and Mr. Bluedorn (10,345) were unvested. Mr. Sweet was granted RSUs for Common Units in the Aggregator in connection with his commencement of services on September 27, 2024, which were converted into RSUs covering shares of Medline Inc. common stock in connection with Medline’s IPO.

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DIRECTOR STOCK OWNERSHIP GUIDELINES

Our stock ownership guidelines, effective December 16, 2025, require non-employee directors receiving service-related compensation to maintain a number of shares of our common stock in an amount equal to a specified multiple. Pursuant to the Director Nomination Agreements entered into with certain Sponsors, non-employee directors who have been appointed by our Sponsors (the “Sponsor Directors”) are not subject to our stock ownership guidelines. For additional information, see Our Board — Board Qualifications — Director Nominations. All of our current non-employee directors who are subject to our stock ownership guidelines are in compliance with the ownership guidelines.

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*

Other than directors appointed by our Sponsors, whose ownership is governed by the Director Nomination Agreements.

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DIRECTOR COMPENSATION

The following forms of stock count toward the ownership requirement: shares of common stock owned individually or jointly with their spouse and/or children; shares of common stock held in a trust for the benefit of them or their immediate family members; and unvested RSUs.

As our current CEO, Mr. Boyle, is also subject to stock ownership guidelines applicable for our officers and is currently in compliance with such ownership guidelines. For additional information, see Executive Compensation — Compensation Discussion and Analysis — Other Compensation Policies and Practices — Officer Stock Ownership Guidelines.

 

Beneficial Ownership of Stock

Beneficial Ownership of Stock

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of shares of our Class A common stock and our Class B common stock as of April 13, 2026 by (1) each person known to us to beneficially own more than 5% of any class of the outstanding voting securities of Medline Inc., (2) each of our directors and named executive officers, and (3) all of our directors and executive officers as a group. The percentage of beneficial ownership of shares of our Class A common stock and our Class B common stock set forth below is based on 845,611,435 shares of our Class A common stock and 468,081,977 shares of our Class B common stock issued and outstanding as of April 13, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, these rules require that we include shares of Class A common stock and/or Class B common stock, as applicable, issuable pursuant to the exchange of Common Units, conversion of vested Incentive Units, or otherwise, that are either immediately exchangeable or convertible within 60 days of April 13, 2026. These securities are deemed to be outstanding and beneficially owned by the person holding those Common Units or Incentive Units, as applicable, for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all securities shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons listed in the table is c/o Medline Inc., 3 Lakes Drive, Northfield, Illinois 60093.

In connection with the IPO, we issued to each Continuing Common Unitholder (as defined in Appendix B) one share of Class B common stock for each Common Unit such Continuing Common Unitholder beneficially owned immediately prior to the consummation of the Reorganization Transactions. Upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. Upon an exchange by any such Continuing Unitholder of Common Units for shares of our Class A common stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired. See Certain Relationships and Related Person Transactions — Exchange Agreement. As a result, the number of shares of our Class B common stock listed in the table below correlates to the number of Common Units each Continuing Unitholder beneficially owns. The Continuing Common Unitholders hold all of the outstanding shares of our Class B common stock. The shares of Class B common stock have no economic rights but entitle each holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equivalent to the number of Common Units held by each such Continuing Unitholder.

 

Beneficial Ownership of Stock