SEC Form S-1 filed by Medline Inc.

As filed with the Securities and Exchange Commission on March 3, 2026.

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Medline Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		3841		33-1845288
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

3 Lakes Drive

Northfield, Illinois 60093

Telephone: (847) 949-5500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

James Boyle

Chief Executive Officer

Medline Inc.

3 Lakes Drive

Northfield, Illinois 60093

Telephone: (847) 949-5500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Joshua Ford Bonnie Jonathan R. Ozner Katharine L. Thompson Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, D.C. 20001 Telephone: (202) 636-5500		Alex Liberman Chief Legal Officer Medline Inc. 3 Lakes Drive Northfield, Illinois 60093 Telephone: (847) 949-5500		Jason M. Licht Patrick H. Shannon Cathy A. Birkeland Latham & Watkins LLP 555 Eleventh Street, N.W. Washington, D.C. 20004 Telephone: (202) 637-2200

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

Table of Contents

 

		Page
Summary			1
Risk Factors			30
Forward-Looking Statements			33
Market and Industry Data			35
Trademarks, Trade Names, and Service Marks			36
Organizational Structure			37
Use of Proceeds			43
Dividend Policy			44
Capitalization			46
Unaudited Pro Forma Consolidated Financial Information			47
Management			56
Certain Relationships and Related Person Transactions			86
Principal and Selling Stockholders			94
Description of Certain Indebtedness			100
Description of Capital Stock			108
Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders			117
Underwriting (Conflicts of Interest)			120
Legal Matters			133
Experts			133
Where You Can Find More Information			133
Information Incorporated by Reference			134

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. Neither we, the selling stockholders, nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained or incorporated by reference in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. You should assume that the information appearing in this prospectus or in any free writing prospectus prepared by us is accurate only as of their respective dates or on the date or dates which are specified in such documents, and that any information in documents that we have incorporated by reference is accurate only as of the date of such document incorporated by reference. Our business, financial condition, results of operations, and prospects may have changed since those dates.

We, the selling stockholders, and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we, the selling stockholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

 

i

About This Prospectus

Following the IPO Transactions (as defined below), Medline Holdings, LP (“Medline Holdings”) became the predecessor of Medline Inc. for financial reporting purposes. Medline Inc. is a holding company, and its sole material assets are its equity interests held directly or indirectly through wholly owned subsidiaries in Medline Holdings. As the general partner of Medline Holdings, Medline Inc. operates and controls all of the business and affairs of Medline Holdings and, through Medline Holdings and its subsidiaries, conducts our business. The Reorganization Transactions (as defined herein) lacked economic substance and therefore were accounted for in a manner consistent with a reorganization of entities under common control. As a result, the consolidated financial statements of Medline Inc. recognize the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical financial statements of Medline Holdings. Medline Inc. consolidates Medline Holdings on its consolidated financial statements and records a non-controlling interest related to the Units (as defined herein) held by the Continuing Unitholders (as defined herein) on its consolidated balance sheet and statement of comprehensive income. See “Organizational Structure.”

Medline Inc. had no significant business transactions or activities prior to the Reorganization Transactions, and, as a result, the historical financial information prior to the completion of the Reorganization Transactions reflects that of Medline Holdings.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have been calculated, in some cases, not on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures, on the face of our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

In December 2024, we changed the name of Medline Holdings from Mozart Holdings, LP to Medline Holdings, LP. We will not distinguish between the prior and current name of Medline Holdings and will refer to the current name of Medline Holdings throughout this prospectus. References in this prospectus to “Medline,” the “Company,” “we,” “us,” and “our” refer (1) prior to the consummation of the IPO Transactions (as defined herein), to Medline Holdings, LP and its consolidated subsidiaries and (2) after the IPO Transactions to Medline Inc. and its consolidated subsidiaries.

Certain Definitions

As used in this prospectus, unless otherwise noted or the context requires otherwise:

 

•

“2025 Form 10-K” refers to Medline Inc.’s Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”).

 

•

“Blackstone” refers to investment funds associated with Blackstone Inc.

 

•

“Carlyle” refers to investment funds associated with The Carlyle Group Inc.

 

•

“Class A Units” refers to the interests in Medline Holdings called “Class A Units” that were outstanding prior to the Reclassification. In connection with the Reclassification, (i) Class A Units held by Continuing Common Unitholders were converted into Common Units and (ii) Class A Units held by Exchanging Class A Unitholders were directly or indirectly exchanged for shares of Class A common stock.

 

•

“Class B Units” refers to the interests in Medline Holdings called “Class B Units” that were outstanding prior to the Reclassification, and does not include CUPI Units. In connection with the Reclassification, (i) Class B Units held by Continuing Incentive Unitholders were converted into

 

ii

Incentive Units and (ii) Class B Units held by Exchanging Class B Unitholders were directly or indirectly exchanged for shares of Class A common stock (in the case of vested Class B Units) and/or restricted shares of Class A common stock (in the case of unvested Class B Units).

 

•

“Common Units” refers to the new class of units of Medline Holdings created by the Reclassification as described under “Organizational Structure” and does not include Incentive Units.

 

•

“Continuing Common Unitholders” refers to certain pre-IPO holders of Class A Units and/or CUPI Units who hold Common Units following the Reclassification, as described under “Organizational Structure.”

 

•

“Continuing Incentive Unitholders” refers to certain pre-IPO holders of Class B Units who hold Incentive Units following the Reclassification, as described under “Organizational Structure.”

 

•

“Continuing Unitholders” refers collectively to Continuing Common Unitholders and Continuing Incentive Unitholders.

 

•

“CUPI Units” refers to the interests in Medline Holdings that are designated as “Catch-Up Class B Units” and were outstanding prior to the Reclassification. In connection with the Reclassification, (i) CUPI Units held by Continuing Common Unitholders were converted into Common Units and (ii) CUPI Units held by Exchanging CUPI Unitholders were directly or indirectly exchanged for shares of Class A common stock.

 

•

“Designating Stockholder” refers to each of our Principal Stockholders with whom we are party to separate director nomination agreements, as described in “Certain Relationships and Related Person Transactions—Director Nomination Agreements.”

 

•

“Exchanging Class A Unitholder” refers to pre-IPO holders of Class A Units whose Class A Units were directly or indirectly exchanged for shares of Class A common stock following the Reclassification, as described under “Organizational Structure.”

 

•

“Exchanging Class B Unitholder” refers to pre-IPO holders of Class B Units whose Class B Units were directly or indirectly exchanged for shares of Class A common stock (in the case of vested Class B Units) and/or restricted shares of Class A common stock (in the case of unvested Class B Units) following the Reclassification, as described under “Organizational Structure.”

 

•

“Exchanging CUPI Unitholder” refers to pre-IPO holders of CUPI Units whose CUPI Units were directly or indirectly exchanged for shares of Class A common stock following the Reclassification, as described under “Organizational Structure.”

 

•

“Exchanging Unitholders” refers collectively to Exchanging Class A Unitholders, Exchanging CUPI Unitholders, and Exchanging Class B Unitholders.

 

•

“existing owners” or “pre-IPO owners” refer to our Principal Stockholders, our Other Pre-IPO Investors and management and other equity holders who were the owners of Medline Holdings immediately prior to the Reorganization Transactions.

 

•

“H&F” refers to investment funds associated with Hellman & Friedman LLC.

 

•

“Hux” refers to Hux Investment Pte. Ltd.

 

•

“IDNs” refers to integrated delivery networks.

 

•

“Incentive Units” refers to the new class of units of Medline Holdings created by the reclassification of the Class B Units in the Reclassification as described under “Organizational Structure.” The Incentive Units are “profit interests” having economic characteristics similar to stock appreciation rights and having the right to share in any equity value of Medline Holdings above specified participation thresholds. Vested Incentive Units may be converted to Common Units and be subsequently exchanged for shares of Class A common stock, as described under “Organizational Structure.”

 

iii

•

“IPO” refers to the initial public offering of our Class A common stock, which closed on December 18, 2025.

 

•

“IPO Transactions” refers to the offering of Class A common stock in our IPO and certain related transactions, as defined in “Organizational Structure—IPO Transactions.”

 

•

“Medline,” the “Company,” “we,” “us,” and “our” refer (1) prior to the consummation of the IPO Transactions described under “Organizational Structure—IPO Transactions,” to Medline Holdings, LP and its consolidated subsidiaries and (2) after the IPO Transactions described under “Organizational Structure—IPO Transactions,” to Medline Inc. and its consolidated subsidiaries.

 

•

“Medline Brand” or “MB” refers to products manufactured by Medline, sourced by Medline and sold under a Medline trademark, or certain third-party products distributed by Medline that drive value for our customers, which we also refer to as “Medline Preferred Products.” Medline Brand is one of our two reportable segments.

 

•

“Mills Family” refers to the holders of equity interests of Medline Holdings immediately prior to the Reorganization Transactions that are affiliated with members of the Mills family.

 

•

“Offering Transactions” refers to the offering of Class A common stock hereby and certain related transactions, as described in “Unaudited Pro Forma Consolidated Financial Information.”

 

•

“Other Pre-IPO Investors” refers collectively to Hux and Platinum Falcon.

 

•

“Platinum Falcon” refers to Platinum Falcon B 2018 RSC Limited.

 

•

“Pre-IPO Stockholders” refers to certain of our pre-IPO owners that received shares of Class A common stock of Medline Inc. pursuant to the Blocker Transfers as defined and described in “Organizational Structure—Blocker Transfers.”

 

•

“Prime Vendor” refers to a relationship for which there is a multi-year distribution agreement between Medline and a customer, whereby the customer agrees to use Medline for the vast majority of its med-surg product needs.

Our Prime Vendor model began in the acute care channel and, as these hospitals expanded into other sites of care, we have extended this model into the non-acute space to include those affiliated sites of care (“acute affiliated”). For purposes of the Prime Vendor data within this prospectus, we are only including those customers that are acute and acute affiliated.

Over time, we have also entered into Prime Vendor agreements with facilities that are non-acute and not affiliated with a hospital system (i.e., not acute affiliated). Data in this prospectus does not include Prime Vendor relationships outside of acute and acute affiliated.

 

•

“Prime Vendor retention rate” is calculated as (x)(i) the net sales for the prior fiscal year from Prime Vendor customers as of the end of such fiscal year (the “Prior Period Prime Vendor Customers”) less (ii) the Retention Change, divided by (y) the net sales for the prior fiscal year from the Prior Period Prime Vendor Customers. “Retention Change” is defined as the decrease in net sales from the prior fiscal year as compared to the current fiscal year attributable to Prior Period Prime Vendor Customers whose agreement end date occurred during the current fiscal year and was not renewed.

 

•

“Principal Stockholders” refers collectively to Blackstone, Carlyle, H&F, and the Mills Family.

 

•

“Reclassification” refers to the reclassification of the partnership interests of Medline Holdings, as described in “Summary—Our Structure” and “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Partnership Agreement of Medline Holdings.”

 

•

“Reorganization Transactions” refers to the transactions described under “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Partnership Agreement of Medline Holdings.”

 

iv

•

“Sponsor Acquisition” refers to the acquisition on October 21, 2021 by our Sponsors of a majority interest in Medline Holdings and certain transactions related thereto.

 

•

“Sponsors” refers collectively to Blackstone, Carlyle, and H&F.

 

•

“Supply Chain Solutions” or “SCS” refers to products distributed by Medline from third-party suppliers that are not included in the Medline Brand segment and supply chain optimization services such as consulting engagements, outsourced warehouse and technology management, put-away-ready packaging, third-party logistics, inventory rationalization and route planning. Supply Chain Solutions is one of our two reportable segments.

 

•

“total new customer signings” refers to the estimated annual contract value of all new contracts entered into during a given year by new customers or by existing customers who are expanding their relationship with Medline, excluding renewals and extensions.

 

•

“Units” refers collectively to Common Units and Incentive Units.

 

 

Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of their option to purchase up to an additional 11,250,000 shares of Class A common stock from the selling stockholders.

 

v

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

29

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as those contained in our 2025 Form 10-K, including the information set forth under “Item 1A—Risk Factors,” together with the other information contained or incorporated by reference in this prospectus before deciding to invest in shares of our common stock. If any of the following risks actually occur, our business, results of operation, financial condition, cash flows, and prospects may be materially adversely affected. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, results of operations, and financial condition. In such case, the trading price of our common stock could decline and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements” in this prospectus.

Risks Related to this Offering

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Class A common stock price or trading volume to decline and our Class A common stock to be less liquid.

The Designating Stockholders will continue to hold a significant percentage of our stock, and their interests may conflict with ours or yours in the future.

Immediately following this offering, the Designating Stockholders will beneficially own or control approximately 61.7% of the combined voting power of our shares eligible to vote in the election of our directors (or 60.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Moreover, we have agreed to nominate to our board individuals designated by the Designating Stockholders in accordance with the director nomination agreements we entered into in connection with our IPO. The Designating Stockholders retain the right to designate directors subject to the maintenance of certain ownership requirements in us. See “Certain Relationships and Related Person Transactions—Director Nomination Agreements.” For so long as the Designating Stockholders continue to own a significant percentage of our stock, they will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, the Designating Stockholders will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, for so long as the Designating Stockholders continue to own a significant percentage of our stock, the Designating Stockholders may be able to prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock.

In addition, immediately following this offering, the Continuing Common Unitholders (which include certain interests held by our Principal Stockholders) will own 36.1% of the Common Units (or 35.8% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Because they hold their

 

30

ownership interest in our business directly in Medline Holdings, rather than through Medline Inc., the Continuing Common Unitholders may have conflicting interests with holders of shares of our Class A common stock. For example, if Medline Holdings makes distributions to Medline Inc., the Continuing Common Unitholders and participating Continuing Incentive Unitholders (as described below) will also be entitled to receive such distributions pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, in Medline Holdings and their preferences as to the timing and amount of any such distributions may differ from those of our public stockholders. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Medline Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. Although our Designating Stockholders are not holders of Incentive Units, our Named Executive Officers will hold a significant amount of Incentive Units which could create conflicts or misalignment of interest with the Continuing Common Unitholders and holders of shares of our Class A common stock. The pre-IPO owners may also have different tax positions from Medline Inc., which could influence their decisions regarding whether and when to dispose of assets, especially in light of the tax receivable agreement that we entered into in connection with our IPO, and whether and when to incur new or refinance existing indebtedness. In addition, the structuring of future transactions may take into consideration our pre-IPO owners’ tax or other considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

The market price of shares of our Class A common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline.

The market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A common stock, regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our Class A common stock could decrease significantly.

Stock markets and the price of our Class A shares may experience extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

The underwriters have agreed to release, with respect to this offering, the lock-up restrictions agreed to in connection with the IPO with respect to certain parties and may again waive lockup restrictions with respect to our securities in the future, which could adversely affect the price of our Class A common stock.

In connection with the IPO, we, our officers, directors, and our pre-IPO owners agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of Class A common stock or securities convertible into or exchangeable for shares of Class A common stock for a period of 180 days following December 16, 2025. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of

 

31

the underwriters, have agreed to release the lockup restrictions applicable to the Company and the selling stockholders pursuant to such lock-up agreements with respect to the shares of Class A common stock being sold in this offering. The underwriters may waive or release the lock-up restrictions contained in such agreements in the future, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

 

32

FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference forward-looking statements that reflect our current views with respect to, among other things, our operations, our financial performance, and our industry. Forward-looking statements include all statements that are not historical facts. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary” and “Risk Factors” herein and in our 2025 Form 10-K, as such factors may be updated from time to time in our periodic filings with the SEC, as well as the other information contained or incorporated by reference in this prospectus, and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. We may, in some cases, use words such as “anticipate,” “assume,” “believe” “contemplate,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “seek,” “should,” “will,” or “would,” or similar words or phrases that convey uncertainty of future events or outcomes, to identify forward-looking statements included or incorporated by reference in this prospectus. Factors that may cause actual results to differ from expected results include:

 

•

our reliance on the proper function, security, and availability of our information technology systems and data, as well as those of third parties throughout our global supply chain, and the impact of a breach, cyber-attack, or other disruption to these systems or data;

 

•

inherent risks in our global operations;

 

•

our ability to comply with extensive and complex laws and governmental regulations and the cost of adverse regulatory actions;

 

•

the cost of compliance with environmental, health, and safety requirements;

 

•

our ability to realize the expected benefits from the entry into new or amended contracts, planned cost savings, and business improvement initiatives;

 

•

consolidation in the healthcare industry;

 

•

foreign currency exchange rate fluctuations;

 

•

increased inflationary pressures;

 

•

uncertain global macro-economic and political conditions;

 

•

the impact of government-imposed import policies, tariffs, and legislation;

 

•

competition and accelerating price pressure in our markets;

 

•

our ability to comply with anti-bribery laws, anti-corruption laws, and those laws and regulations pertaining to economic sanctions;

 

•

our ability and the ability of third parties we work with to comply with complex and rapidly evolving data privacy, security, and data protection laws and regulations;

 

•

the risks of increasing use of Machine Learning Technology;

 

•

the impact of tax legislation and audits by tax authorities;

 

•

changes to the U.S. and global healthcare environments;

 

•

our reliance on third-party manufacturers, certain significant suppliers and third-party shippers;

 

•

the impact of price fluctuations of key commodities and other factors of production including labor and transportation on our manufacturing business;

 

•

the impact of significant challenges or delays in the Company’s sourcing of new products and technologies;

 

•

our concentration in and dependence on certain healthcare provider customers and GPOs;

 

33

•

our ability to attract, develop and retain key employees;

 

•

our reliance on the proper functioning of critical facilities and distribution networks;

 

•

the cost of litigation brought by third parties claiming infringement, misappropriation, or other violation by us of their intellectual property rights;

 

•

potential requirements to recognize impairment charges related to goodwill, identified intangible assets, and fixed assets;

 

•

our ability to derive fully the anticipated benefits from our existing or future acquisitions, joint ventures, investments, dispositions, or other strategic transactions;

 

•

quality problems, recalls, and product liability claims;

 

•

climate change and legal, regulatory, and market measures to address climate change;

 

•

our aspirations, goals, and disclosures related to ESG and sustainability matters;

 

•

the unfavorable outcome of legal proceedings we are involved in;

 

•

our ability to comply with laws and regulations relating to reimbursement of healthcare goods and services;

 

•

our ability and the ability of third parties we work with to reduce expenses if we experience decreasing prices for our goods and services;

 

•

the adequacy of our insurance program to cover future losses;

 

•

our ability to obtain, maintain, protect, and enforce our intellectual property rights;

 

•

our dependence on positive perceptions of our reputation;

 

•

our substantial indebtedness and ability to incur substantially more debt;

 

•

our exposure to the financial risks associated with interest rate fluctuations on our variable rate debt;

 

•

restrictive covenants in our debt agreements, which may restrict our ability to pursue our business strategies and our ability to comply with them; and

 

•

other factors discussed under “Risk Factors” herein and in our 2025 Form 10-K, as well as contained or incorporated by reference in this prospectus.

The forward-looking statements contained or incorporated by reference in this prospectus are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. There are a number of factors, many of which are beyond our control, that could cause actual results to differ materially from the results anticipated by these forward-looking statements. For a more detailed discussion of these and other factors, see the information under the section “Risk Factors” herein and in our 2025 Form 10-K, as well as “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K incorporated by reference in this prospectus. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by reference in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those expressed or implied in these forward-looking statements.

The forward-looking statements included or incorporated by reference in this prospectus speak only as of the date of this prospectus or as of the date they are made, as applicable. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you

 

34

should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except as otherwise required by law, we disclaim any intent or obligation to update any “forward-looking statement” made or incorporated by reference in this prospectus to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.

MARKET AND INDUSTRY DATA

This prospectus and the documents incorporated by reference herein include market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various independent industry publications, other independent sources, and our internal data, surveys, and estimates. Independent consultant reports, independent industry publications, and other independent sources generally indicate that the information contained therein was obtained from sources believed to be reliable. Additionally, you should assume that any such information in documents that we have incorporated by reference is derived from sources and internal data and estimates available as of the date of such document incorporated by reference.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified this information. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking, and industry data included elsewhere or incorporated by reference in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations, and other contacts in the markets in which we operate and have not been verified by independent sources. Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate, internal surveys, and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

In addition, assumptions and estimates of our and our industry’s future performance are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” herein and in our 2025 Form 10-K. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Forward-Looking Statements.” As a result, you should be aware that market, ranking, and other similar industry data included or incorporated by reference in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained or incorporated by reference in this prospectus.

Statements regarding our market position (including statements that we are the largest company in a particular market), unless otherwise noted, are based on our 2025 net sales in the relevant market relative to the publicly reported net sales of our competitors in such market, including with respect to our statement of being the largest provider of med-surg products and supply chain solutions serving all points of care, as that statement is based on our 2025 net sales relative to the publicly reported net sales of med-surg products by companies that are both med-surg manufacturers and distributors.

We define our TAM as the U.S. and international med-surg markets and calculate our TAM based on our customer footprint, competencies, and commercial strategy. As a result, our TAM figures exclude categories that could otherwise be considered as potentially addressable because we do not have current plans to directly pursue them through our manufacturing or sourcing networks. We define our SAM for Medline Brand products as the portion of our U.S. TAM directly addressable by our existing Medline Brand portfolio and capabilities. We

 

35

calculate our TAM and SAM estimates included in this prospectus using internally prepared analyses that rely on independent data extracts and research, publicly available information regarding our competitors, and internal market estimates.

TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

We own or have the right to use trademarks, trade names, and service marks used in connection with our business, including, but not limited to, Medline, Curad, Microtek, Hudson, and Proxima, which are protected under applicable intellectual property laws. All trademarks, trade names, and service marks referred to in this prospectus are the property of their respective owners. Solely for convenience, our trademarks, trade names, and service marks referred to in this prospectus may appear without the ^®, ^™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.

 

36

ORGANIZATIONAL STRUCTURE

Organizational Structure Following the IPO

Medline Inc. is a holding company, and its sole material assets are its equity interests held directly or indirectly through wholly owned subsidiaries in Medline Holdings. As the general partner of Medline Holdings, Medline Inc. operates and controls all of the business and affairs of Medline Holdings and, through Medline Holdings and its subsidiaries, conducts our business. The Reorganization Transactions lacked economic substance and therefore were accounted for in a manner consistent with a reorganization of entities under common control. As a result, the consolidated financial statements of Medline Inc. recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical consolidated financial statements of Medline Holdings, the accounting predecessor. Medline Inc. consolidates Medline Holdings in its consolidated financial statements and records a non-controlling interest related to the Units held by the Continuing Unitholders on its consolidated balance sheet and statement of income. As further described herein, prior to the completion of the IPO:

 

(1)

the Pre-IPO Stockholders received shares of Class A common stock of Medline Inc. pursuant to the Blocker Transfers as defined and described in “Organizational Structure—Blocker Transfers”;

 

(2)

the limited partnership agreement of Medline Holdings was amended and restated to, among other things, modify its capital structure by reclassifying its interests as follows (as further described under “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Partnership Agreement of Medline Holdings”):

 

•

Class A Units held by Continuing Common Unitholders were converted into Common Units;

 

•

CUPI Units held by Continuing Common Unitholders were converted into Common Units; and

 

•

Class B Units held by Continuing Incentive Unitholders were converted into Incentive Units;

 

(3)

the Continuing Common Unitholders received the number of shares of Class B common stock of Medline Inc. equivalent to the number of Common Units held by each such Continuing Common Unitholder; and

 

(4)

Class A Units, CUPI Units, and Class B Units that are not reclassified as set forth in (2) above were treated as follows:

 

•

Class A Units held by Exchanging Class A Unitholders were directly or indirectly exchanged for shares of Class A common stock;

 

•

CUPI Units held by Exchanging CUPI Unitholders were directly or indirectly exchanged for shares of Class A common stock; and

 

•

Class B Units held by Exchanging Class B Unitholders were directly or indirectly exchanged for shares of Class A common stock (in the case of vested Class B Units) and/or restricted shares of Class A common stock (in the case of unvested Class B Units).

Incentive Units received by Continuing Incentive Unitholders upon conversion of their Class B Units generally vest in equal annual installments over a period of five years from the date of grant, subject to the holder’s continued employment through the applicable vesting date. In addition, certain Incentive Units held by certain of our executive officers vest based on achievement of performance metrics tied to multiples of our Sponsors’ invested capital in Medline Holdings. See “Management—Outstanding Equity Awards at Fiscal Year End.” The Incentive Units are referred to as “Time-Vested Units” and “Performance-Vested Units” in such table.

Subject to certain restrictions, pursuant to the terms of the amended and restated limited partnership agreement of Medline Holdings, the holders of vested Incentive Units have the right to convert their vested Incentive Units into a number of Common Units of Medline Holdings that will generally be equal to (a) the

 

37

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. Common Units received upon conversion are exchangeable on a one-for-one basis for shares of Class A common stock of Medline Inc. in accordance with the terms of the exchange agreement. An unvested Incentive Unit is not exchangeable unless and until such Incentive Unit vests. See “Certain Relationships and Related Person Transactions—Medline Holdings Amended and Restated Limited Partnership Agreement.”

Following the IPO, the Continuing Common Unitholders held all of the outstanding shares of our Class B common stock, and, upon conversion of vested Incentive Units for Common Units, the converting holders will also receive an equivalent number of shares of Class B common stock. The shares of Class B common stock have no economic rights but entitle each holder to one vote for each share held of record on all matters to be voted on by stockholders generally, with the number of shares of Class B common stock held by each Continuing Unitholder being equivalent to the number of Common Units held by each such Continuing Unitholder. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Medline Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Holders of shares of our Class B common stock vote together with holders of our Class A common stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law.

Our organizational structure, as described above, is commonly referred to as an umbrella partnership-C-corporation (or UP-C) structure. This organizational structure allows the Continuing Unitholders to retain their equity ownership in Medline Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Units. Investors in the IPO and this offering, the Pre-IPO Stockholders, and the Exchanging Unitholders, by contrast, hold their equity ownership in Medline Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. We believe that the Continuing Unitholders generally find it advantageous to continue to hold their equity interests in an entity that is not taxable as a corporation for U.S. federal income tax purposes. We do not believe that our UP-C organizational structure gives rise to any significant business or strategic benefit or detriment to us.

 

38

The simplified diagram below depicts our organizational structure immediately after our IPO and this offering, after giving effect to this offering.

 

 

Note: Certain intermediate holding companies that are not material to this offering have been omitted from the structure chart.

 

(1)	Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by the stockholders generally. For additional information, see “Description of Capital Stock—Common Stock.”

(2)

As of February 23, 2026 (assuming the $49.64 closing price per share of our Class A common stock on such date), 27,875,935 shares of Class A common stock would be issuable upon the exchange of an equivalent number of Common Units into which Incentive Units held by the Continuing Incentive Unitholders may be converted (assuming such Incentive Units are fully vested and converted to Common Units). For additional information, see “Organizational Structure—Reclassification and Amendment and Restatement of the Limited Partnership Agreement of Medline Holdings” and “Certain Relationships and Related Person Transactions—Medline Holdings Amended and Restated Limited Partnership Agreement.”

Incorporation of Medline Inc.

Medline Inc. was incorporated as a Delaware corporation on November 6, 2024. Until the IPO, Medline Inc. did not engage in any business or other activities except in connection with its formation and the IPO. The amended and restated certificate of incorporation of Medline Inc. authorizes two classes of common stock, Class A common stock and Class B common stock, each having the terms described in “Description of Capital Stock.”

Blocker Transfers

Prior to the completion of the IPO, our Pre-IPO Stockholders held their interests in Medline Holdings through Blocker Companies that are taxable as corporations for U.S. federal income tax purposes. At the time of the IPO, we entered into certain restructuring transactions (such transactions, the “Blocker Transfers”) that resulted in the Pre-IPO Stockholders acquiring newly issued shares of Class A common stock in exchange for the acquisition by Medline Inc. of the Blocker Companies and, indirectly, the equivalent number of Common Units

 

39

held by the Blocker Companies. Each of the Blocker Companies initially became a wholly owned subsidiary of Medline Inc. and were either merged into Medline Inc. or remained a wholly owned subsidiary that is part of the same consolidated group for U.S. federal income tax purposes.

Reclassification and Amendment and Restatement of the Limited Partnership Agreement of Medline Holdings

Prior to the IPO, the limited partnership agreement of Medline Holdings was amended and restated to, among other things, modify its capital structure by reclassifying its outstanding Class A Units and CUPI Units held by the Continuing Common Unitholders into a new class of limited partnership interests that we refer to as “Common Units” and reclassifying its outstanding Class B Units held by the Continuing Incentive Unitholders into a new class of limited partnership interests that we refer to as “Incentive Units.” We refer to this reclassification (the “Reclassification”) and amendment and restatement, together with the transactions described above under “—Blocker Transfers” and the entry into the exchange agreement and tax receivable agreement described below as the “Reorganization Transactions.” As a result of these transactions, our pre-IPO owners hold their ownership interests directly in Medline Holdings (in the case of the Continuing Unitholders) or Medline Inc. (in the case of the Pre-IPO Stockholders and the Exchanging Unitholders).

In connection with the Reclassification, Class A Units, CUPI Units, and all vested and unvested Class B Units held by the Exchanging Unitholders that were not reclassified into Units of Medline Holdings were directly or indirectly exchanged for shares of Class A common stock (in the case of Class A Units, CUPI Units, and vested Class B Units) and restricted shares of Class A common stock (in the case of unvested Class B Units). The number of shares of Class A common stock delivered in respect of the units held by the Exchanging Unitholders was determined based on the amount of proceeds that would be distributed to such units if the Company were to be sold at a value derived from the initial public offering price, and the intrinsic value of the shares of Class A common stock issued in respect of each unit has a value equal to the hypothetical proceeds such unit would have received. Such shares of Class A common stock are restricted shares of Class A common stock, to the extent such shares related to unvested Class B Units, or vested shares of Class A common stock, to the extent such shares related to Class A Units, CUPI Units, or vested Class B Units.

In addition, we (i) granted options to purchase shares of Class A common stock under the Omnibus Incentive Plan to certain Exchanging Class B Unitholders in substitution for a portion of the economic benefit to which the Class B Units were entitled prior to the IPO that was not reflected in the exchange of Class B Units to shares of Class A common stock and (ii) granted RSUs in respect of Class A common stock to certain Exchanging Unitholders to compensate them for the loss of opportunity to participate in the tax receivable agreement in which they would have had the opportunity to participate had their units not been exchanged for shares of Class A common stock.

Pursuant to the amended and restated limited partnership agreement of Medline Holdings, Medline Inc. is the sole general partner of Medline Holdings. Accordingly, Medline Inc. has the right to determine when distributions will be made to the holders of Common Units and the amount of any such distributions. If Medline Inc., as the general partner, authorizes a distribution, such distribution will be made to the holders of Common Units and any participating Incentive Units (as described below) pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially are not entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Medline Holdings. However, Incentive Units have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units.

The Continuing Unitholders, including Medline Inc., incur U.S. federal, state, and local income taxes on their allocable share of any taxable income of Medline Holdings. Net profits and net losses of Medline Holdings

 

40

are generally allocated to its owners (including Medline Inc.) pro rata in accordance with the percentages of their respective Units held, except as otherwise required by law. The amended and restated limited partnership agreement provides for cash distributions to the Continuing Unitholders if Medline Inc. determines that the taxable income of Medline Holdings will give rise to taxable income for such holders. In accordance with the amended and restated limited partnership agreement, we intend to cause Medline Holdings to make cash distributions to the Continuing Unitholders, including us, for purposes of funding their tax obligations in respect of the income of Medline Holdings that is allocated to them. Generally, these tax distributions will be computed based on our estimate of the taxable income of Medline Holdings allocated to the Continuing Unitholder that receives the greatest proportionate allocation of income multiplied by an assumed tax rate equal to 36% with respect to ordinary income or 30% with respect to capital gains or qualified dividend income, in each case, subject to adjustment by the board. Tax distributions will be pro rata as among the Common Units. See “Certain Relationships and Related Person Transactions—Medline Holdings Amended and Restated Limited Partnership Agreement.”

Subject to certain restrictions, pursuant to the terms of the amended and restated limited partnership agreement of Medline Holdings, the holders of vested Incentive Units have the right to convert their vested Incentive Units into a number of Common Units of Medline Holdings that are 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. Common Units received upon conversion are exchangeable on a one-for-one basis for shares of Class A common stock of Medline Inc. in accordance with the terms of the exchange agreement as described below. An unvested Incentive Unit is not exchangeable unless and until such Incentive Unit vests.

Exchange Agreement

We and the Continuing Unitholders entered into an exchange agreement at the time of our IPO under which they (or certain permitted transferees thereof) may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, whereupon an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired upon any such exchange. Class A common stock received by such Continuing Unitholder upon such exchanges during an applicable restricted period is subject to the applicable restrictions. The exchange agreement also provides that a holder of Common Units does not have the right to exchange Common Units if Medline Inc. determines that such exchange would be prohibited by law or regulation or would violate other agreements with Medline Inc. to which the holder of Common Units may be subject. Medline Inc. may impose additional restrictions on exchange that it determines to be necessary or advisable so that Medline Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes. As a holder exchanges Common Units for shares of Class A common stock, the number of Common Units held by Medline Inc. is correspondingly increased as it acquires the exchanged Common Units. Holders of outstanding Common Units do not have the right to require a redemption of the Common Units. If at any time the ratio at which Common Units are exchangeable for shares of Class A common stock of Medline Inc. changes from one-for-one as described under “Certain Relationships and Related Person Transactions—Exchange Agreement,” the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. See “Certain Relationships and Related Person Transactions—Exchange Agreement.”

Tax Receivable Agreement

Prior to the completion of our IPO, Medline Inc. entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by Medline Inc. to such pre-IPO owners of 90% of certain tax

 

41

benefits, if any, that Medline Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Medline Inc.’s allocable share of existing tax basis in Medline Holdings’ assets acquired in our IPO, (ii) increases in Medline Inc.’s allocable share of existing tax basis and tax basis adjustments to the tangible and intangible assets of Medline Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after our IPO, including the exchange of Common Units for shares of our Class A common stock by the selling stockholders in connection with this offering, (iii) Medline Inc.’s utilization of certain tax attributes (including any existing tax basis) of the Blocker Companies, which Medline Inc. acquired in connection with our IPO, and (iv) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. Sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) are expected to result in increases in the tax basis of the assets of Medline Holdings. The existing tax basis, increases in existing tax basis, and the tax basis adjustments generated over time may increase (for tax purposes) depreciation and amortization deductions available to Medline Inc. and, therefore, may reduce the amount of U.S. federal, state, and local tax that Medline Inc. would otherwise be required to pay in the future. Actual tax benefits realized by Medline Inc. may differ from tax benefits calculated under the tax receivable agreement as a result of the use of certain assumptions in the tax receivable agreement, including the use of an assumed blended state and local income tax rate of 6% (as adjusted to take into account the U.S. federal tax benefit of such taxes) to calculate tax benefits. This payment obligation is an obligation of Medline Inc. and not of Medline Holdings. See “Certain Relationships and Related Person Transactions—Tax Receivable Agreement.”

IPO Transactions

On December 18, 2025, Medline Inc. completed its initial public offering of its Class A common stock in which it issued and sold 248,439,654 shares of Class A common stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares). The shares were sold at an initial offering price of $29.00 per share, which generated net proceeds of approximately $7,048 million after deducting underwriting discounts and commissions of approximately $157 million. The offering expenses (excluding underwriting discounts and commissions) were approximately $40 million. We used the proceeds (net of underwriting discounts and commissions) from the issuance of 179,000,000 shares ($5,078 million) in the IPO to purchase an equivalent number of newly issued Common Units from Medline Holdings, which Medline Holdings in turn used $731 million (including interest of $1 million) to repay in full all outstanding indebtedness under our New Euro Term Loan Facility, $3,292 million (including interest of $11 million) to repay a portion of the outstanding indebtedness under our 2028 Refinancing Term Loan Facility, and the remainder for general corporate purposes and to bear all of the expenses of the IPO. We used the proceeds from the issuance of 69,439,654 shares ($1,970 million) in the IPO (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) to purchase or redeem outstanding equity interests from certain of our pre-IPO owners.

Accordingly, Medline Inc. directly or indirectly holds a number of Common Units that is equal to the number of shares of Class A common stock that it has issued, a relationship that we believe fosters transparency because it results in a single share of Class A common stock representing (albeit indirectly) the same percentage equity interests in Medline Holdings as a single Common Unit.

 

42

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our Class A common stock offered by the selling stockholders (including any sales pursuant to the underwriters’ option to purchase additional shares from the selling stockholders).

 

43

DIVIDEND POLICY

We have no current plans to pay dividends on our Class A common stock. The declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors subject to capital availability, applicable laws, and compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness, as well as our amended and restated certificate of incorporation. We may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Our amended and restated certificate of incorporation provides that holders of Class B common stock shall not be entitled to any dividends on their shares of Class B common stock (other than dividends payable in the form of additional shares of Class B common stock).

Medline Inc. is a holding company and has no material assets other than its ownership of Common Units held directly or indirectly through wholly owned subsidiaries in Medline Holdings. We intend to cause Medline Holdings to make distributions to us in an amount sufficient to cover our taxes, expenses, and obligations under the tax receivable agreement as well as any cash dividends declared by us. If Medline Holdings makes such distributions to Medline Inc., the other holders of Common Units and any participating Incentive Units (as described below) will also be entitled to receive distributions pro rata in accordance with the percentages of their respective Common Units or Incentive Units, as applicable, held. Incentive Units initially will not be entitled to receive distributions (other than tax distributions) until holders of Common Units have received a minimum return as provided in the amended and restated limited partnership agreement of Medline Holdings. However, Incentive Units will have the benefit of adjustment provisions that will reduce the participation threshold for distributions in respect of which they do not participate until there is no participation threshold, at and after which time the Incentive Units would participate pro rata with distributions on Common Units. The adjustment to the participation threshold of an Incentive Unit for distributions in respect of which such Incentive Unit does not participate will be factored into calculating the number of Common Units the holder of vested Incentive Units would receive upon conversion of a vested Incentive Unit for a Common Unit.

The amended and restated limited partnership agreement of Medline Holdings provides that pro rata cash distributions be made to Continuing Unitholders (including Medline Inc.) at certain assumed tax rates, which we refer to as “tax distributions.” Tax distributions will be pro rata as among the Common Units. See “Certain Relationships and Related Person Transactions—Medline Holdings Amended and Restated Limited Partnership Agreement.” We anticipate that amounts received by Medline Inc. in certain periods are likely to exceed Medline Inc.’s actual tax liabilities and obligations to make payments under the tax receivable agreement. Our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, which may include, among other uses, funding repurchases of Class A common stock; acquiring additional Common Units at a per unit price determined by reference to the market value of the Class A common stock; paying dividends, which may include special dividends, on its Class A common stock; or any combination of the foregoing. We also expect, if necessary, to undertake ameliorative actions, which may include pro rata or non-pro rata reclassifications, combinations, subdivisions or adjustments of outstanding Common Units, to maintain 1:1 parity between Common Units and shares of Class A common stock. See “Part I—Item 1A—Risk Factors—Risks Related to Our Organizational Structure—Medline Inc. is a holding company and its only material assets are its equity interests held directly or indirectly through wholly owned subsidiaries in Medline Holdings, and it is accordingly dependent upon distributions from Medline Holdings to pay taxes, make payments under the tax receivable agreement, and pay any dividends” in our 2025 Form 10-K incorporated by reference in this prospectus.

 

44

The credit agreement governing our Senior Secured Credit Facilities and the indentures governing our Senior Notes contain a number of covenants that restrict, subject to certain exceptions, the ability of the restricted subsidiaries of Medline Holdings to pay dividends or distributions to us. See “Description of Certain Indebtedness.”

Any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends. In addition, Medline Holdings is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Medline Holdings (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Medline Holdings are generally subject to similar legal limitations on their ability to make distributions to Medline Holdings.

 

45

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2025:

 

•

on a historical basis; and

 

•

on a pro forma basis prepared in accordance with Article 11 of Regulation S-X giving effect to the transactions described under “Unaudited Pro Forma Consolidated Financial Information,” included elsewhere in the prospectus, which reflects the sale by the selling stockholders of 75,000,000 shares of Class A common stock in this offering at an assumed offering price of $48.89 per share, which is the closing sales price of Medline Inc.’s shares of Class A common stock on February 26, 2026, as reported on Nasdaq.

Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Organizational Structure,” “Use of Proceeds,” and “Unaudited Pro Forma Consolidated Financial Information” included elsewhere in this prospectus and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes thereto included in our 2025 Form 10-K, which are incorporated by reference in this prospectus.

 

		As of December 31, 2025
		Medline Inc.
		Historical				Unaudited Pro Forma
		(in millions, except per share amounts)
Cash and cash equivalents		$	1,939			$	1,939
Total debt (including current maturities):
New Dollar Term Loan Facility(1)			4,255				4,255
3.875% Senior Secured Notes due 2029			4,500				4,500
5.250% Senior Notes due 2029			2,500				2,500
6.250% Senior Secured Notes due 2029			1,500				1,500
Total debt (including current maturities)(2)			12,755				12,755
Stockholders’ equity
Class A common stock, par value $0.0001 per share, 50,000 shares authorized and 812 shares issued and outstanding, actual; and 840 shares issued and outstanding on a pro forma basis			—				—
Class B common stock, par value $0.0001 per share, 50,000 shares authorized and 502 shares issued and outstanding, actual; and 474 shares issued and outstanding on a pro forma basis			—				—
Preferred stock, par value $0.0001 per share, 5,000 shares authorized and no shares issued and outstanding, actual; and no shares issued and outstanding on a pro forma basis			—				—
Additional paid-in capital			10,717				11,000
Accumulated deficit			(7	)			(10	)
Accumulated other comprehensive income			27				28
Noncontrolling interests			8,549				8,073
Total Medline Inc. stockholders’ equity			19,286				19,091
Total capitalization		$	32,041			$	31,846

(1)	On July 31, 2025, the New Dollar Term Loan Facility was refinanced into the 2025 Refinancing Dollar Term Facility.

(2)	Excludes embedded derivative related to the Dollar Term Loans and deferred finance costs of $195 million as of December 31, 2025.

 

46

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated balance sheet as of December 31, 2025 and the unaudited pro forma consolidated statements of income for the year ended December 31, 2025 present our consolidated financial position and results of operations after giving effect to the following transactions (collectively, the “Transactions”):

 

•

the Reorganization Transactions, as described and defined under “Organizational Structure,” and the IPO Transactions (collectively referred to as the “IPO Transactions Adjustments”); and

 

•

the Offering Transactions.

The following unaudited pro forma consolidated financial information is derived from the audited historical consolidated financial statements of the Company. The unaudited pro forma consolidated balance sheet as of December 31, 2025, gives effect to the Transactions as if they had occurred on December 31, 2025. The unaudited pro forma consolidated statement of income for the year ended December 31, 2025, gives pro forma effect to the Transactions as if they had occurred on January 1, 2025.

The unaudited pro forma consolidated financial information was prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to the unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information has been adjusted to include transaction accounting adjustments, which reflect the application of the accounting required by GAAP, linking the effects of the Transactions listed above to the Company’s historical consolidated financial statements.

The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of the future consolidated results of operations or financial position of the Company. Further, pro forma adjustments represent management’s best estimates based on information available as of the date of this prospectus and are subject to change as additional information becomes available.

The unaudited pro forma consolidated financial information should be read together with “Organizational Structure,” “Use of Proceeds,” “Capitalization,” and “Certain Relationships and Related Person Transactions” included elsewhere in this prospectus and “Part II—Item 6—Selected Financial Data,” “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical consolidated financial statements and related notes thereto included in our 2025 Form 10-K, which are incorporated by reference in this prospectus.

 

47

Medline Inc.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of December 31, 2025

(in millions, except per share amounts)

 

		Historical				Offering Transactions Adjustments								Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	1,939			$	—							$	1,939
Trade accounts receivable, net of allowance for credit losses of $152			3,533				—								3,533
Inventories			4,769				—								4,769
Other current assets			438				—								438
Total current assets			10,679				—								10,679
Property, plant and equipment, net			4,778				—								4,778
Other non-current assets
Goodwill			8,079				—								8,079
Intangible assets, net			13,893				—								13,893
Deferred tax assets			583				272				(b)				855
Other long-term assets			472				—								472
Total other non-current assets			23,027				272								23,299
Total assets		$	38,484			$	272							$	38,756
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term borrowings and other short-term borrowings		$	77			$	—							$	77
Accounts payable			961				—								961
Accrued expenses and other current liabilities			1,452				4				(a)				1,456
Total current liabilities			2,490				4								2,494
Non-current liabilities
Long-term borrowings, less current portion			12,484				—								12,484
Tax receivable agreement liability			3,542				463				(c)				4,005
Other long-term liabilities			682				—								682
Total non-current liabilities			16,708				463								17,171
Total liabilities			19,198				467								19,665
Commitments and Contingencies
Stockholders’ equity
Class A common stock, par value $0.0001 per share; 50,000 shares authorized; 812 shares issued and outstanding as of December 31, 2025; 840 shares issued and outstanding on a pro forma basis			—				—								—
Class B common stock, par value $0.0001 per share; 50,000 shares authorized; 502 shares issued and outstanding as of December 31, 2025; 474 shares issued and outstanding on a pro forma basis			—				—								—
Preferred stock, par value $0.0001; 5,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and on a pro forma basis			—				—								—

 

48

		Historical				Offering Transactions Adjustments								Pro Forma
Additional paid-in capital			10,717				283				(b	)(c)(d)			11,000
Accumulated deficit			(7	)			(3	)			(a	)(d)			(10	)
Accumulated other comprehensive income			27				1				(d	)			28
Total Medline Inc. stockholders’ equity			10,737				281								11,018
Noncontrolling interests			8,549				(476	)			(d	)			8,073
Total stockholders’ equity			19,286				(195	)							19,091
Total liabilities and stockholders’ equity		$	38,484			$	272							$	38,756

 

49

Medline Inc.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2025

(in millions, except per share earnings)

 

		Historical				IPO Transactions Adjustments						Offering Transactions Adjustments						Pro Forma
Net sales		$	28,432			$	—					$	—					$	28,432
Cost of goods sold			20,914				—						—						20,914
Gross profit			7,518				—						—						7,518
Operating expense
Selling, general and administrative expenses			4,524				99			(e)(f)			4			(h)			4,627
Amortization of intangible assets			704				—						—						704
Other operating expenses			78				—						—						78
Total operating expense			5,306				99						4						5,409
Operating income			2,212				(99	)					(4	)					2,109
Other expense
Interest (expense) income, net			(812	)			298			(g)			—						(514	)
Other expense, net			(64	)			(8	)		(g)			—						(72	)
Foreign exchange loss, net			(88	)			—						—						(88	)
Total other (expense) income			(964	)			290						—						(674	)
Income (loss) before income taxes			1,248				191						(4	)					1,435
Provision for income taxes			91				165			(i)			3			(i)			259
Net income (loss)			1,157				26						(7	)					1,176
Net (loss) income attributable to noncontrolling interests			(2	)			527			(j)			(22	)		(j)			503
Net income (loss) attributable to Medline Inc.		$	1,159			$	(501	)				$	15					$	673
Net (loss) income per share:
Basic		$	(0.01	)														$	0.82			(k)
Diluted		$	(0.01	)														$	0.78			(k)
Weighted-average shares used to compute net (loss) income per share:
Basic			810																838			(k)
Diluted			810																1,344			(k)

 

50

NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

 

1.	Description of the Transactions

The unaudited pro forma consolidated financial information was prepared in accordance with Article 11 of Regulation S-X and present the pro forma financial condition and results of operations of the Company based upon the historical financial information after giving effect to the Transactions and related adjustments set forth in the notes to the unaudited pro forma consolidated financial information. In addition, the unaudited pro forma consolidated financial information does not reflect any cost savings, operating synergies or revenue enhancements that the consolidated company may achieve as a result of the Transactions.

The unaudited pro forma consolidated balance sheet as of December 31, 2025 gives pro forma effect to the Offering Transactions as if they had occurred on December 31, 2025. The unaudited pro forma consolidated statement of income for the year ended December 31, 2025 gives pro forma effect to the IPO Transactions and the Offering Transactions as if they had occurred on January 1, 2025.

Reorganization Transactions and IPO Transactions

On December 17, 2025, the Company offered shares of Class A common stock in the IPO Transactions at the initial public offering price of $29.00 per share. Medline Inc. used the proceeds (net of underwriting discounts and commissions) from the issuance of 179,000,000 shares ($5,078 million) to acquire an equivalent number of newly-issued Common Units from Medline Holdings, which Medline Holdings in turn used $731 million (including interest of $1 million) to repay in full all outstanding indebtedness under our New Euro Term Loan Facility, $3,292 million (including interest of $11 million) to repay a portion of the outstanding indebtedness under the 2028 Refinancing Term Loan Facility, and the remainder for general corporate purposes and to bear all of the expenses of the IPO Transactions. The offering expenses (excluding underwriting discounts and commissions) were approximately $40 million. Subsequently, Medline Inc. used the proceeds (net of underwriting discounts and commissions) from the issuance of 37,034,482 shares ($1,051 million) and from the issuance of shares pursuant to the exercise in full by the underwriters of their option to purchase up to 32,405,172 additional shares of Class A common stock ($919 million) to purchase or redeem an equivalent aggregate number of shares of Class A common stock and Common Units from our pre-IPO owners, as described under “Organizational Structure—IPO Transactions.”

As a result of the Reorganization Transactions, Medline Inc. is a holding company, and its sole material asset is a controlling equity interest in Medline Holdings. As a result of the Reorganization Transactions and IPO Transactions, immediately thereafter Medline Inc. owned approximately 61.7% of the economic interest in Medline Holdings but has 100.0% of the voting power and controls the management of Medline Holdings. As the general partner of Medline Holdings, Medline Inc. operates and controls all of the business and affairs of Medline Holdings and its subsidiaries and has the obligation to absorb losses and receive benefits from Medline Holdings. The Reorganization Transactions, whereby Medline Inc. began to consolidate Medline Holdings in its consolidated financial statements, were accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Medline Inc. will include the assets and liabilities received in the Reorganization Transactions at their historical carrying amounts, as reflected in the historical consolidated financial statements of Medline Holdings.

For a complete description of the Reorganization Transactions, see section entitled “Organizational Structure” included elsewhere in this prospectus.

Offering Transactions

Prior to the consummation of the Offering Transactions, certain of the selling stockholders will exchange Common Units for shares of Medline Inc. Class A common stock and then sell such shares as part of the Offering Transactions. The selling stockholders are offering 75,000,000 shares of Medline Inc.’s Class A common stock in this

 

51

offering at an assumed offering price of $48.89 per share, which is the closing sales price of Medline Inc.’s shares of Class A common stock on February 26, 2026, as reported on Nasdaq, after deducting estimated underwriter discounts and commissions.

 

2.	Notes to Unaudited Pro Forma Consolidated Balance Sheet

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma consolidated balance sheet as of December 31, 2025.

Adjustments related to the Offering Transactions

 

a)

Represents the accrual of additional non-recurring transaction-related costs in connection with the Offering Transactions that were not reflected in the historical consolidated balance sheet as of December 31, 2025.

 

b)

Following the Reorganization Transactions, Medline Inc. is subject to U.S. federal income taxes, in addition to state and local taxes, as a corporation on its share of Medline Holdings’ taxable income. The presented deferred tax asset is measured based on the following: (i) differences between financial reporting and tax basis associated with Medline Inc.’s investment in Medline Holdings; (ii) tax benefits from future deductions attributable to payments under the tax receivable agreement (“TRA”) as a result of the IPO Transactions; and (iii) other tax attributes at Medline Inc. and its subsidiaries.

Prior to the consummation of this offering, certain of the selling stockholders will exchange Common Units for shares of our Class A common stock. As a result, the pro forma balance sheet reflects an adjustment to our taxes assuming the federal rates currently in effect and the highest statutory rates apportioned to each state, local and foreign jurisdiction. We will record an additional deferred tax asset of $272 million (or $290 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and a corresponding adjustment to additional paid-in capital.

The additional deferred tax asset includes (i) a gross deferred tax asset of $235 million related to Medline Inc.’s investment in Medline Holdings, (ii) a deferred tax asset of $117 million related to tax benefits from future deductions attributable to payments under the TRA, and (iii) a reduction for the partial valuation allowance of $80 million on our investment in Medline Holdings related to the portion of the basis difference that will only reverse upon the sale of our interests, which would result in a capital loss that we do not expect to be able to utilize. To the extent we estimate that we will not realize either a portion or all of our deferred tax assets, based on an analysis of the available sources of taxable income, we will further reduce our deferred tax assets with a valuation allowance.

 

c)

Prior to the completion of the IPO Transactions, Medline Inc. entered into a TRA with certain of the pre-IPO owners that provides for the payment by Medline Inc. to such pre-IPO owners of 90% of the benefits, if any, that Medline Inc. actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of (i) Medline Inc.’s allocable share of existing tax basis acquired in the IPO, increases in Medline Inc.’s allocable share of existing tax basis and adjustments to the tax basis of the assets of Medline Holdings as a result of sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units), (iii) Medline Inc.’s utilization of certain tax attributes of the Blocker Companies (including the Blocker Companies’ allocable share of existing tax basis), and (iv) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. The TRA was accounted for as a contingent liability, with amounts accrued when considered probable and reasonably estimable.

We will record an additional $463 million liability (or $532 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based on our estimate of the aggregate amount that we will pay to the pre-IPO owners under the TRA as a result of the Offering Transactions with a corresponding decrease to additional paid-in capital. This amount is equal to 90.0% of certain tax benefits that the Company estimates that Medline Inc. will realize as a result of (i) $395 million increase in tax benefits related to Medline Inc.’s allocable share of existing tax basis

 

52

and tax basis adjustments to the tangible and intangible assets of Medline Holdings as a result of sales or exchanges of Common Units in connection with the Offering Transactions and (ii) $119 million of certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA as a result of the Offering Transactions.

However, assuming (i) a price of $48.89 per share of our Class A common stock (the closing sales price of shares of our Class A common stock on February 26, 2026, as reported on Nasdaq); (ii) a constant corporate tax rate of 25.7%; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law, if the Continuing Unitholders were to exchange all of the Common Units that they will hold immediately following our IPO and this offering, and, assuming all Incentive Units are converted to Common Units and subsequently exchanged for shares of Class A common stock at a price of $48.89 per share of Class A common stock, we estimate that we would, as a result of such hypothetical exchange, record an additional deferred tax asset of approximately $6,268 million and that increase to the aggregate noncurrent liability we would record based on our estimate of the increase to the aggregate amount that Medline Inc. would pay under the tax receivable agreement is approximately $8,102 million, generally payable over a 15-year period.

 

d)

Represents the adjustment to noncontrolling interests related to certain selling stockholders exchanging their Common Units for shares of Medline Inc. Class A common stock.

The following table is a reconciliation of the adjustments impacting the 36.25% of net assets attributable to the noncontrolling interest:

 

(in millions)		As of December 31, 2025
Reclassification of additional paid-in capital		$	474
Reclassification of accumulated deficit			1
Reclassification of accumulated other comprehensive income			1
		$	476

 

3.	Notes to Unaudited Pro Forma Consolidated Statement of Income

Transaction accounting adjustments include the following adjustments related to the unaudited pro forma consolidated statements of income for the year ended December 31, 2025 as follows:

Adjustments related to the Transactions

 

e)

Represents the adjustment to stock-based compensation expense related to the following:

 

i.

Recognition of $4 million of compensation expense associated with the modification of equity awards held by Exchanging Unitholders in connection with the IPO Transactions; and

 

ii.

Recognition of $1 million of compensation expense associated with certain new RSUs issued in connection with the IPO Transactions.

 

f)

Represents the recognition of compensation expense for the year ended December 31, 2025, related to cash awards incurred in connection with the IPO Transactions. The awards are payable to certain employees on the first anniversary of the IPO and are contingent on continued employment of the awardees through that date.

 

g)

Reflects (i) the reduction in contractual interest expense as a result of the repayment of a portion of the outstanding indebtedness under our 2028 Refinancing Term Loan Facility and repayment in full of the

 

53

outstanding indebtedness under our New Euro Term Loan Facility, as described herein, (ii) the reduction in amortization expense associated with the unamortized debt issuance costs that were written-off as a result of the repayment of our 2028 Refinancing Term Loan Facility, and (iii) the recognition of interest expense in the amortization of the bifurcated embedded derivative, as if such repayment occurred on January 1, 2025.

 

(in millions)		Year Ended December 31, 2025
Reduction in contractual interest		$	282
Reduction in amortization expense			16
Recognition of interest related to amortization of the bifurcated embedded derivatives			(8	)
		$	290

 

h)

Represents non-recurring transaction-related costs in connection with the Offering Transactions that were not reflected in the historical consolidated statement of income for the year ended December 31, 2025. These non-recurring transaction-related costs are reflected as if incurred on January 1, 2025, the date the Offering Transactions occurred for purposes of the unaudited pro forma consolidated statement of income.

 

i)

Following the Reorganization Transactions, Medline Inc. became subject to U.S. federal income taxes, in addition to state, local and foreign taxes. As a result, the unaudited pro forma consolidated statement of income reflects an adjustment to income tax expense to reflect an effective income tax rate of 25.5% for the year ended December 31, 2025, which includes a provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.

 

j)

As a result of the IPO and Offering Transactions, Medline Inc. will own approximately 63.8% of the economic interest in Medline Holdings. The ownership percentage held by noncontrolling interest will be approximately 36.2%. As a result, net income attributable to the noncontrolling interest represented 37.4% of the net income before income taxes.

 

k)

The basic and diluted pro forma net income per share of Class A common stock represents pro forma net income attributable to Medline Inc. divided by the weighted average of Class A common stock outstanding. The noncontrolling interest owners own shares of Class B common stock. These shares of Class B common stock are not considered participating securities because they have no right to receive dividends or a distribution on liquidation or winding up of Medline Inc., and no earnings are allocable to such class. Accordingly, basic and diluted income per share of Class B common stock has not been

 

54

presented. The table below presents the computation of pro forma basic and dilutive net income per share for Medline Inc. (in millions, except per share amounts):

 

		Year Ended December 31, 2025
Numerator:
Net income		$	1,176
Net income attributable to noncontrolling interests			503
Net income attributable to Medline Inc.			673
Adjustment to net income attributable to Medline Inc.			16
Numerator for net income per share (Basic)		$	689
Net income effect of dilutive securities:
Effect of stock compensation awards			9
Effect of conversion of Class B common stock to Class A common stock(2)			354
Numerator for net income per share (Diluted)		$	1,052
Denominator:
Weighted-average shares of Class A common stock outstanding (Basic)			838
Weighted average effect of dilutive securities:
Effect of stock compensation awards(1)			32
Effect of conversion of Class B common stock to Class A common stock(2)			474
Weighted-average shares of Class A common stock outstanding (Diluted)			1,344
Pro Forma Basic net income per share		$	0.82
Pro Forma Diluted net income per share		$	0.78

(1)	There were no anti-dilutive securities for the year ended December 31, 2025, on a pro forma basis.

(2)

The holders of Class B common stock have exchange rights which enable the holders of Class B common stock to exchange Class B common stock for shares of Class A common stock on a one-for-one basis. The exchange rights cause the Class B common stock to be considered dilutive shares for purposes of dilutive income per share calculations.

 

55