Medline Inc.·4

Mar 6, 4:30 PM ET

Boyle James M 4

4 · Medline Inc. · Filed Mar 6, 2026

Research Summary

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Medline CEO James M. Boyle Receives Equity Awards

What Happened
Medline CEO James M. Boyle reported multiple acquisitions/awards on Form 4. The filing shows grants and reclassifications dated December 16, 2025 (multiple awards/incentive units) and an additional grant on March 5, 2026 (31,739 shares at $0.00). In total the filing lists approximately 5,291,976 shares/units acquired, comprised largely of Incentive Units (derivative interests) and restricted stock units/awards tied to Medline Holdings, LP reclassification ahead of the company’s IPO.

Key Details

  • Transaction dates/prices: Dec 16, 2025 (multiple grants; price listed as N/A) and Mar 5, 2026 (31,739 shares at $0.00).
  • Total reported acquired: ~5,291,976 shares/units (combination of direct shares/RSUs and derivative Incentive Units).
  • Vesting: multiple vesting schedules apply (examples from footnotes):
    • Some Incentive Units partially vested (e.g., 40% vested with remaining 60% vesting in three equal annual installments beginning Oct 1, 2026; 20% vested with remaining 80% vesting in four equal annual installments beginning Mar 29, 2026).
    • Other awards vest in five equal annual installments beginning Mar 28, 2026; some are fully vested; an RSU grant vests 25% on June 15, 2026 and the rest in three equal annual installments starting Mar 1, 2027.
  • Derivative mechanics: Incentive Units are "profit interests" that can be converted into Common Units (per footnotes) and Common Units can be exchanged one‑for‑one for Class A shares under an exchange agreement. Class B common stock issued for units has one vote per share and no economic value and will be cancelled upon exchange.
  • Shares owned after transaction: not specified in the provided filing data.
  • Filing timeliness: Form 4 was filed on March 6, 2026 for transactions dated Dec 16, 2025 — ~80 days later than the transaction date, indicating a late filing relative to the usual two‑business‑day Form 4 deadline.

Context
These entries are acquisitions/awards and reclassifications tied to the pre‑IPO restructuring of Medline Holdings, LP, not open‑market purchases or sales. Many of the instruments are long‑term, vested over multiple years (and some are not yet vested), so they represent compensation and upside participation rather than immediate cash purchases or dispositions. The late filing is an administrative detail investors should note; it does not by itself indicate intent or future performance.

Insider Transaction Report

Form 4
Period: 2025-12-16
Boyle James M
DirectorChief Executive Officer
Transactions
  • Award

    Class B Common Stock

    [F1][F2]
    2025-12-16+24,31324,313 total
  • Award

    Class B Common Stock

    [F1][F2][F3]
    2025-12-16+514,876514,876 total(indirect: See Footnote)
  • Award

    Class A Common Stock

    [F4]
    2026-03-05+31,73931,739 total
  • Award

    Common Units of Medline Holdings, LP

    [F5][F1]
    2025-12-16+24,31324,313 total(indirect: See Footnote)
    Class A Common Stock (24,313 underlying)
  • Award

    Common Units of Medline Holdings, LP

    [F5][F1][F3]
    2025-12-16+514,876514,876 total(indirect: See Footnote)
    Class A Common Stock (514,876 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F8]
    2025-12-16+1,201,5841,201,584 total(indirect: See Footnote)
    Exercise: $15.42Class A Common Stock (1,201,584 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F9]
    2025-12-16+340,407340,407 total(indirect: See Footnote)
    Exercise: $15.23Class A Common Stock (340,407 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F10]
    2025-12-16+1,146,3791,146,379 total(indirect: See Footnote)
    Exercise: $16.49Class A Common Stock (1,146,379 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F11]
    2025-12-16+252,481252,481 total(indirect: See Footnote)
    Exercise: $19.01Class A Common Stock (252,481 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F12]
    2025-12-16+183,699183,699 total(indirect: See Footnote)
    Exercise: $27.68Class A Common Stock (183,699 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F13][F3]
    2025-12-16+1,057,3091,057,309 total(indirect: See Footnote)
    Exercise: $15.42Class A Common Stock (1,057,309 underlying)
Footnotes (13)
  • [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]40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on October 1, 2026.
  • [F11]20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.
  • [F12]These Incentive Units vest in five equal annual installments beginning on March 28, 2026.
  • [F13]These Incentive Units are fully vested.
  • [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]These securities are held by a family trust of which the Reporting Person's spouse is the trustee.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7](Continued from Footnote 6 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.
  • [F8]62% of these Incentive Units have vested, and the remaining 38% vest on October 21, 2026.
  • [F9]40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.
Signature
/s/ Nicole Fritz, Attorney-in-Fact|2026-03-06

Documents

1 file
  • 4
    ownership.xmlPrimary

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