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Medline Inc.·4

Mar 6, 4:30 PM ET

Abrams William J 4

4 · Medline Inc. · Filed Mar 6, 2026

Research Summary

AI-generated summary of this filing

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Medline (MDLN) EVP William J. Abrams Receives Equity Awards/Units

What Happened

  • William J. Abrams, Executive Vice President, Supply Chain Solutions at Medline (MDLN), was the recipient of multiple equity awards and incentive‑unit grants reported on a Form 4 covering transactions dated December 16, 2025 (and a small grant dated March 5, 2026). Reported acquisitions include outright share awards and several classes of derivative interests (Incentive Units/RSUs) with no cash purchase price disclosed (one grant on 2026-03-05 shows $0.00). Specific line items reported include share amounts such as 495,680; 30,655; and 17,854 (direct awards) and derivative amounts including 495,680; 30,655; 1,129,447; 170,204; 91,078; and 97,531 (all shown as acquisitions/awards).

Key Details

  • Transaction dates and filing: primary transactions dated 2025-12-16; additional grant dated 2026-03-05. Form filed 2026-03-06 (appears late relative to the typical 2‑business‑day Form 4 deadline).
  • Prices/consideration: most items show N/A for price (typical for equity reclassifications/awards); one grant on 2026-03-05 listed at $0.00 (no cash paid).
  • Shares owned after transaction: not specified in the provided filing details.
  • Notable footnotes and mechanics:
    • F1: Many securities were acquired in connection with a pre‑IPO reclassification of Medline Holdings, LP interests (described in the S-1); those interests were previously reported on the Reporting Person’s Form 3 (Dec 17, 2025).
    • F4: Some awards are RSUs with vesting (25% on June 15, 2026; remainder in three annual installments starting Mar 1, 2027).
    • F6/F7 & F5: Several items are Incentive Units (profit‑interest style awards) convertible into Common Units per a formula, and Common Units are exchangeable one‑for‑one for Class A common stock under an exchange agreement; Incentive Units are held indirectly through Medline Management Aggregator LLC.
    • F2: Class B common stock entries represent shares with one vote each but no economic value; they are cancelled if the holder exchanges Common Units for Class A stock.
    • Vesting notes: some incentive units show partial vesting (e.g., 20% or 40% vested now, remaining amounts vesting over 2026–2030 per footnotes F8–F11).
  • Reporting timeliness: filing date indicates the Form 4 was filed months after the December 16, 2025 transactions; that late filing is factual but does not itself indicate the insider’s intent.

Context

  • These entries reflect equity awards and reclassification tied to Medline’s transition to a public company structure (pre‑IPO reclassification and grants), and many are subject to vesting schedules or conversion mechanics rather than immediate free trading shares. Such awards are routine for senior executives and — absent a cash purchase — do not indicate a buy/sell market sentiment.

Insider Transaction Report

Form 4
Period: 2025-12-16
Medline Inc.MDLN
Abrams William J
See Remarks
Transactions
  • Award

    Class B Common Stock

    [F1][F2]
    2025-12-16+495,680→ 495,680 total
  • Award

    Class B Common Stock

    [F1][F2][F3]
    2025-12-16+30,655→ 30,655 total(indirect: See Footnote)
  • Award

    Class A Common Stock

    [F4]
    2026-03-05+17,854→ 17,854 total
  • Award

    Common Units of Medline Holdings, LP

    [F5][F1]
    2025-12-16+495,680→ 495,680 total(indirect: See Footnote)
    → Class A Common Stock (495,680 underlying)
  • Award

    Common Units of Medline Holdings, LP

    [F5][F1][F3]
    2025-12-16+30,655→ 30,655 total(indirect: See Footnote)
    → Class A Common Stock (30,655 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F8]
    2025-12-16+1,129,447→ 1,129,447 total(indirect: See Footnote)
    Exercise: $15.42→ Class A Common Stock (1,129,447 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F9]
    2025-12-16+170,204→ 170,204 total(indirect: See Footnote)
    Exercise: $15.23→ Class A Common Stock (170,204 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F10]
    2025-12-16+91,078→ 91,078 total(indirect: See Footnote)
    Exercise: $19.01→ Class A Common Stock (91,078 underlying)
  • Award

    Incentive Units of Medline Holdings, LP

    [F6][F7][F1][F11]
    2025-12-16+97,531→ 97,531 total(indirect: See Footnote)
    Exercise: $27.68→ Class A Common Stock (97,531 underlying)
Footnotes (11)
  • [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]20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.
  • [F11]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]These securities are held by a trust, of which the Reporting Person serves as a 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]80% of these Incentive Units have vested, and the remaining 20% 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

    4