New insider Pigott James M claimed ownership of 1,206,467 units of Class B Common Stock (SEC Form 3)

12/17/25 7:16:50 PM ET

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pigott James M

(Last)

(First)

(Middle)

C/O MEDLINE INC.

3 LAKES DRIVE

(Street)

NORTHFIELD

60093

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2025

3. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	1,206,467⁽¹⁾	I	See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units of Medline Holdings, LP	⁽³⁾	⁽³⁾	Class A Common Stock	1,206,467	⁽³⁾	I	See Footnotes⁽²⁾⁽³⁾
Incentive Units of Medline Holdings, LP	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Class A Common Stock	2,258,893	$15.42⁽⁴⁾⁽⁵⁾	I	See Footnote⁽²⁾⁽⁴⁾⁽⁵⁾
Incentive Units of Medline Holdings, LP	⁽⁴⁾⁽⁵⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁷⁾	Class A Common Stock	340,407	$15.23⁽⁴⁾⁽⁵⁾	I	See Footnote⁽²⁾⁽⁴⁾⁽⁵⁾
Incentive Units of Medline Holdings, LP	⁽⁴⁾⁽⁵⁾⁽⁸⁾	⁽⁴⁾⁽⁵⁾⁽⁸⁾	Class A Common Stock	491,305	$16.49⁽⁴⁾⁽⁵⁾	I	See Footnote⁽²⁾⁽⁴⁾⁽⁵⁾
Incentive Units of Medline Holdings, LP	⁽⁴⁾⁽⁵⁾⁽⁹⁾	⁽⁴⁾⁽⁵⁾⁽⁹⁾	Class A Common Stock	252,481	$19.01⁽⁴⁾⁽⁵⁾	I	See Footnote⁽²⁾⁽⁴⁾⁽⁵⁾
Incentive Units of Medline Holdings, LP	⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	⁽⁴⁾⁽⁵⁾⁽¹⁰⁾	Class A Common Stock	183,699	$27.68⁽⁴⁾⁽⁵⁾	I	See Footnote⁽²⁾⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. 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.

2. These securities are held by a trust, of which the Reporting Person is a trustee.

3. 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 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.

4. 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.

5. (Continued from Footnote 4 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.

6. 80% of these Incentive Units have vested, and the remaining 20% vest on October 21, 2026.

7. 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026.

8. 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on October 1, 2026.

9. 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026.

10. These Incentive Units vest in five equal annual installments beginning on March 28, 2026.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Nicole Fritz, Attorney-in-Fact	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Class B Common Stock

1,206,467⁽¹⁾

See Footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Units of Medline Holdings, LP

⁽³⁾

Class A Common Stock

1,206,467

⁽³⁾

See Footnotes⁽²⁾⁽³⁾