Miller Stephen L 4

What Happened

• Stephen L. Miller, Chief Operating Officer of Medline (MDLN), received multiple equity awards: 25,788 restricted stock units (RSUs) granted on 2026-03-05 (reported $0.00 price) and four grants of incentive units (derivative "profit interest" awards) on 2025-12-16 totaling 1,547,898 units (692,765; 106,377; 476,031; 272,725). The RSUs have a defined vesting schedule; the incentive units are convertible into common units/shares subject to participation thresholds and certain adjustments and are exchangeable for Class A common stock under the exchange agreement.
• These incentive units are not standard stock but "profit interests" (similar to stock appreciation rights) that, when vested and converted, can become common units and then Class A shares. Several of the incentive-unit tranches were partially vested at grant; the remaining portions vest over multi-year schedules.

Key Details

• Transaction dates: incentive-unit grants dated 2025-12-16; RSU grant dated 2026-03-05. Form 4 was filed 2026-03-06 (the Dec 16 grants were also described as reclassifications and were previously reported on the Reporting Person's Form 3 filed 2025-12-17).
• Prices/values: RSUs reported at $0.00 per share (typical for time-vesting awards). Incentive units are derivative/contingent and no per-unit price is shown; their value depends on future conversion and public Class A share price.
• Vesting highlights: RSU tranche — 25% vests June 15, 2026; remaining 75% vests in three equal annual installments beginning March 1, 2027 (F1). Incentive-unit tranches vest on various multi-year schedules with partial vesting at grant (see F6–F9 for each tranche’s schedule).
• Holding structure: Incentive units are held indirectly through Medline Management Aggregator LLC; one RSU allocation is held by a trust where Miller is trustee (F3–F5).
• Previously reported/reclassification: Some securities were acquired in connection with pre-IPO reclassification of Medline Holdings LP interests and were previously reported on the Form 3 (F4).
• Filing timeliness: Form 4 was filed 2026-03-06 while the large incentive-unit grants are dated 2025-12-16; the filing notes the prior Form 3 filing on 2025-12-17 for the reclassification.

Context

• These awards are compensatory grants and derivative profit-interest units, not open-market purchases or sales — they represent potential future economic upside if the company’s public share price exceeds specified thresholds. For retail investors, such grants indicate compensation alignment but are not direct insider purchases/sales of stock.