Drazin Michael B 4
4 · Medline Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Medline (MDLN) CFO Michael Drazin Receives Large Equity Awards
What Happened
- Michael B. Drazin, Chief Financial Officer of Medline (MDLN), was granted a series of equity awards reported on Form 4 covering transactions dated December 16, 2025 (and a small grant on March 5, 2026). The filing shows aggregate grants totaling about 3,689,540 units (a mix of Class B common shares, restricted stock units (RSUs) and various incentive/derivative units). Most grants are recorded with no purchase price (N/A); one small grant of 25,788 shares on March 5, 2026 is shown at $0.00.
- These were awards/grants (code A) — not open-market purchases or sales — so they represent compensation or reclassification events rather than insider buying or selling for cash.
Key Details
- Transaction dates and prices:
- Dec 16, 2025: multiple awards totaling roughly 3,663,752 units recorded at N/A (various classes/derivative interests).
- Mar 5, 2026: 25,788 shares reported at $0.00.
- Shares/units shown in the filing total ~3,689,540 across several line items (see full Form 4 for exact breakdown).
- Shares owned after transaction: not disclosed in the provided summary of the filing.
- Notable footnotes:
- F1/F4: Some securities reflect a reclassification of Medline Holdings, LP interests prior to the company’s IPO; Common Units can be exchanged one-for-one for Class A shares under an Exchange Agreement.
- F2: Class B common stock reported has no economic value and carries one vote per share; those Class B shares cancel if their corresponding Common Units are exchanged for Class A stock.
- F3: Some RSUs vest 25% on June 15, 2026, then the remaining 75% in three equal annual installments starting March 1, 2027.
- F5–F9/F10: Several grants are “Incentive Units” (profit‑interest style awards) with varying vesting schedules (some partially vested, others vesting in equal annual installments beginning in 2026); vested incentive units can be converted to Common Units per the stated formula and then exchanged for Class A shares.
- Filing timeliness: The Form 4 was filed March 6, 2026 reporting December 16, 2025 transactions — this is a delayed filing and reduces near-term transparency for investors.
Context
- These are awards/derivative-type grants (not market purchases or sales). Incentive Units function like profit‑interests/stock-appreciation vehicles and may convert into Common Units and then into Class A stock under the Exchange Agreement; RSUs convert to stock on vesting. Class B shares reported can carry voting rights but, per footnote, have no economic value until/if converted.
- For retail investors: awards are compensation-related and do not, by themselves, indicate buying/selling sentiment. The late filing is a disclosure point to watch; consult the full Form 4 and the company’s S‑1/Proxy for complete conversion/vesting mechanics and any post-vesting sales or holdings updates.
Insider Transaction Report
Form 4
Medline Inc.MDLN
Drazin Michael B
Chief Financial Officer
Transactions
- Award
Class B Common Stock
[F1][F2]2025-12-16+486,028→ 486,028 total - Award
Class A Common Stock
[F3]2026-03-05+25,788→ 25,788 total - Award
Common Units of Medline Holdings, LP
[F4][F1]2025-12-16+486,028→ 486,028 total(indirect: See Footnote)→ Class A Common Stock (486,028 underlying) - Award
Incentive Units of Medline Holdings, LP
[F5][F6][F1][F7]2025-12-16+2,033,004→ 2,033,004 total(indirect: See Footnote)Exercise: $15.42→ Class A Common Stock (2,033,004 underlying) - Award
Incentive Units of Medline Holdings, LP
[F5][F6][F1][F8]2025-12-16+273,782→ 273,782 total(indirect: See Footnote)Exercise: $15.23→ Class A Common Stock (273,782 underlying) - Award
Incentive Units of Medline Holdings, LP
[F5][F6][F1][F9]2025-12-16+227,777→ 227,777 total(indirect: See Footnote)Exercise: $19.01→ Class A Common Stock (227,777 underlying) - Award
Incentive Units of Medline Holdings, LP
[F5][F6][F1][F10]2025-12-16+157,133→ 157,133 total(indirect: See Footnote)Exercise: $27.68→ Class A Common Stock (157,133 underlying)
Footnotes (10)
- [F1]These securities were acquired in connection with the reclassification of the interests of Medline Holdings, LP prior to the Issuer's initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on December 17, 2025.
- [F10]These Incentive Units vest in five equal annual installments beginning on March 28, 2026.
- [F2]Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- [F3]Represents a grant of restricted stock units ("RSUs"), of which 25% vest on June 15, 2026 and the remaining 75% vest in three equal annual installments beginning on March 1, 2027.
- [F4]Pursuant to the terms of an exchange agreement, dated as of December 16, 2025 (the "Exchange Agreement"), holders have the right to exchange their Common Units for shares of the Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire. Such Common Units are held indirectly through Medline Management Aggregator LLC.
- [F5]Reflect incentive units of Medline Holdings, LP ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of Common Units generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock), subject to certain adjustments.
- [F6](Continued from Footnote 5 above) Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC.
- [F7]80% of these Incentive Units have vested, and the remaining 20% vest on October 21, 2026.
- [F8]40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.
- [F9]20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.
Signature
/s/ Nicole Fritz, Attorney-in-Fact|2026-03-06