10-K – 2026-02-25 – mdln-20251231.htm

The Holdings Incentive Units and Class A units held by participants other than Continuing Unitholders (the “Exchanging Unitholders”) were exchanged for vested Class A common stock and RSUs, in the case of Class A units and Class B CUPIs, and vested Class A common stock, RSUs, RSAs, and options, in the case of Class B units, in the Company. The RSAs, RSUs, and options will vest according to the same vesting schedule as the corresponding Class B units, in respect of which they are being granted, except that no awards will vest until the later of the date that is 180 days following the IPO and the existing vesting date of the underlying Class B units. This modification resulted in the re-measurement of the awards in accordance with ASC 718. Total compensation cost for the modified awards equaled the grant date fair value of the pre-IPO awards, plus any incremental compensation cost measured at the modification date (i.e. the IPO date). The change in fair value of these awards prior to and after the reclassification was not material. The modification impacted 68 participants.

RSAs

As of December 31, 2025, there was $ 13 million of unrecognized compensation cost related to RSAs, which is expected to be recognized on a graded or straight-line basis over a weighted-average period of 1.4 years. The following table summarizes the RSAs activity during the year ended December 31, 2025:

Restricted Stock
Wtd. Avg. Grant Date Fair Value

Effect of the Reorganization and IPO as of December 17, 2025
1,982,467   $ 29.00  
Granted —   $ —  
Vested —   $ —  
Forfeited ( 23,810 ) $ 29.00  
Unvested as of December 31, 2025
1,958,657   $ 29.00  

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MEDLINE INC.

NOTE 17 - STOCK-BASED COMPENSATION (Continued)

RSUs

As of December 31, 2025, there was $ 5 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized on a graded or straight-line basis over a weighted-average period of 1.2 years. The following table summarizes the RSUs activity during the year ended December 31, 2025:

Restricted Stock Units
Wtd. Avg. Grant Date Fair Value

Effect of the Reorganization and IPO as of December 17, 2025
513,450   $ 29.00  
Granted 10,345   $ 29.00  
Vested —   $ —  
Forfeited —   $ —  
Unvested as of December 31, 2025
523,795   $ 29.00  

Options

Options issued entitle the holder to future purchases of Class A common stock and are exercisable up to the tenth anniversary of the grant date. As of December 31, 2025, there was $ 24 million of unrecognized compensation cost related to options, which is expected to be recognized on a graded or straight-line basis over a weighted-average period of 1.5 years. The following table summarizes option activity during the year ended December 31, 2025:

Stock Options
Wtd. Avg. Grant Date Fair Value
Wtd. Avg. Exercise Price
Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in millions)

Effect of the Reorganization and IPO as of December 17, 2025
6,770,442   $ 11.97   $ 29.00   10.0
Granted —   —   —  
Exercised —   —   —  
Forfeited —   —   —  
Outstanding as of December 31, 2025
6,770,442   $ 11.97   $ 29.00   10.0 $ 88  
Exercisable as of December 31, 2025
—   $ —   $ —  
Expected to vest as of December 31, 2025
6,770,442   $ 11.97   $ 29.00   10.0 $ 88  

The aggregate intrinsic value in the table above represents the cumulative difference between the closing price of Class A common stock on December 31, 2025 and the option exercise prices.

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options at the grant date. The use of a valuation model for the stock options requires management to make certain assumptions with respect to selected model inputs. The dividend yield was based on the Company’s expected dividend rate. The expected term to maturity was based on the weighted-average vesting terms and contractual terms of the awards. The risk-free interest rate was based on U.S. Treasury rates commensurate with the expected life of the award. Expected volatility was calculated based on the observed volatility for comparable companies.
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MEDLINE INC.

NOTE 17 - STOCK-BASED COMPENSATION (Continued)

The following table provides the weighted average fair value of options granted during 2025 and the related assumptions used in the Black-Scholes option pricing model:

Weighted average fair value of options issued
$ 11.97  
Assumptions used:

Dividend yield —   %
Expected term (in years)
5.1 to 6.5

Risk-free interest rate 3.7 % to 3.8 %

Expected Volatility 35   %

Liability-classified awards
Liability-classified awards are presented in Other long-term liabilities on the Consolidated Balance Sheets. The fair value of these awards is determined using the same technique and assumptions as the Holdings Incentive Units, and the Company reevaluates the fair value of these liability-classified awards periodically until they are reclassified as equity when granted, with the fair value change recorded ratably in the current-period compensation expense. For the years ended December 31, 2025 and 2024, the Company reclassified liabilities of $ 10 million and $ 9 million, respectively, to equity.
Prior to Reorganization and IPO
During the first quarter of fiscal years 2025, 2024, and 2023, Medline Holdings authorized Class B units to be granted to certain employees upon fulfillment of certain performance conditions. With each grant, the number of Class B units to be issued and the grant date fair value of the award are dependent on the performance targets achieved and Medline Holdings’ equity value, and will be determined on the official grant date. The Class B units are subject to a five-year service vesting period, with 20 % of units vesting on each of the five anniversaries from the official grant date. The award is classified as a liability in accordance with ASC 718 until the official grant date, when it will be reclassified as equity.

During the first quarter of fiscal years 2025 and 2024, upon fulfillment of the performance conditions, 50,659,004 Class B units with a fair value of $ 0.58 per unit and 67,794,018 Class B Units with a fair value of $ 0.47 per unit, respectively, were legally granted.
IPO and Reorganization

At the time of IPO, the liability-classified awards authorized in the first quarter of fiscal year 2025 were not yet granted and classified as a liability (“2025 Awards”). Both the underlying equity instrument and the vesting condition were modified upon the IPO. At the achievement of certain performance targets, the 2025 Awards will be settled into RSUs with the same economic value of the equivalent Class B units. At the time of settlement into RSUs, 25 % of the 2025 Awards will vest after 180 days post IPO while the remaining 75 % of the 2025 Awards will vest on each of the three anniversaries from the official grant date. 2025 Awards continues to be classified as liability until the official grant date, when it will be reclassified as equity.

As of December 31, 2025, the number of RSUs probable to be issued is 566,029 , with fair value of $ 24 million. As of December 31, 2025, there was $ 13 million of unrecognized compensation cost related to liability-classified awards, which is expected to be recognized on a graded basis over a weighted-average period of 1.2 years. The amount of unrecognized compensation cost for liability-classified awards will fluctuate over time as they are marked to market. The final value of the liability-classified awards is contingent upon the Company's actual performance against the performance targets.

NOTE 18 - NET INCOME (LOSS) PER SHARE

All net income prior to the IPO was entirely allocable to partners of Medline Holdings. As a result of the Reorganization and IPO, the Company’s capital structure before and after IPO are not comparable, and the presentation of net income per share for the periods prior to the IPO is not meaningful and not presented herein.
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MEDLINE INC.

NOTE 18 - NET INCOME (LOSS) PER SHARE (Continued)

The Company computes net income (loss) per share of Class A common stock using the two-class method required for participating securities. Shares of Class B common stock are not considered participating securities because they have no right to receive dividends, no right to receive distribution on liquidation or winding up of Medline Inc. and no earnings or losses are allocable to such class. Therefore, basic and diluted net income (loss) per share of Class B common stock has not been presented.

Basic net income (loss) per share attributable to the Company’s stockholders is computed by dividing net income (loss) attributable to the Company by the weighted-average number of Class A common stock outstanding during the period. Diluted net income (loss) per share attributable to the Company gives effect to all potential shares of Class A common stock, including conversion of Class B common stock, conversion of Medline Holdings Incentive Units, liability-classified stock awards, stock options, RSAs, and RSUs to the extent these are dilutive.

The following table sets forth the calculation of basic and diluted net loss per share of Class A common stock:

(in millions, except number of shares and per share amounts) Period from December 17, 2025 through December 31, 2025

Class A
Basic and diluted net loss per share:
Numerator

Net loss $ ( 9 )
Less: Net loss attributable to noncontrolling interests ( 2 )
Net loss attributable to Medline Inc. $ ( 7 )
Adjustment to net loss attributable to Medline Inc. —  
Numerator for net loss per share $ ( 7 )
Denominator

Weighted-average number of Class A common stock outstanding
809,688,877  
Basic and diluted net loss per share $ ( 0.01 )

The following table presents outstanding shares of potentially dilutive securities excluded from the calculation of diluted net income (loss) per share because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied at the end of the respective period:

Period from December 17, 2025 through December 31, 2025

Class B common stock 502,045,878  
RSAs 1,958,657  
RSUs 523,795  
Stock options 6,770,442  
Incentive units 41,788,894  
Liability-classified awards 566,029  
Total anti-dilutive securities 553,653,695  

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MEDLINE INC.

NOTE 19 - RELATED PARTY

Credit Agreements and Borrowings

The following table summarizes the Company’s long-term debts held by certain affiliates of the Company’s private equity sponsors. The terms of these debts are identical to all other debts issued. See Note 7—Credit Agreements and Borrowings for additional information on the long-term debt.

(in millions) December 31, 2025 December 31, 2024
Current portion of long-term borrowings and other short-term borrowing
$ 2   $ 3  
Long-term borrowings, less current portion
158   450  

Tax Receivable Agreement

In connection with the Reorganization and the IPO, the Company has entered into a TRA with certain of its pre-IPO owners. Among these pre-IPO owners are individuals and entities classified as related parties of the Company; consequently, transactions pertaining to the TRA are regarded as related party transactions in relation to these individuals and entities. See Note 11—Tax Receivable Agreement for additional information.

There have been no other significant transactions with related parties during the periods presented.

NOTE 20 - SEGMENT INFORMATION

The Company discloses information regarding reportable segments based on the way management organizes the business for assessing performance and making operational decisions and allocating resources. The Company reports its financial results in two reportable segments: Medline Brand and Supply Chain Solutions, described further as follows:

• The Medline Brand segment procures and manufactures products from three product categories - Surgical Solutions, Front Line Care, and Laboratory & Diagnostics. This segment provides its products to domestic and international consumers.

• The Supply Chain Solutions segment procures and distributes a variety of third-party products from national brands and also provides tailored logistics and supply chain optimization services to domestic and international consumers. Supply Chain Solutions is not managed based upon product categories as its focus is on signing new prime vendor relationships and servicing customers by leveraging strong third-party supplier relationships and through its fulfillment and distribution capabilities. As a distributor of products from over 1,300 third-party suppliers, the Company sells products across a large number of product groups to the entire continuum of care and, as a result, it is impracticable to provide segment information at the product group level for Supply Chain Solutions.

The organizational structure also includes Corporate & Other which consists of expenses related to centralized corporate functions, such as finance, information technology, legal, human resources, and internal audit.
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MEDLINE INC.

NOTE 20 - SEGMENT INFORMATION (Continued)

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. For the Medline Brand and Supply Chain Solutions segments, the CODM uses segment adjusted earnings before interest, taxes, depreciation and amortization (“Segment Adjusted EBITDA”) to evaluate the business performance and allocate resources (including employees, financial, or capital resources) to each segment. Segment Adjusted EBITDA essentially represents segment net sales reduced by cost of goods sold and selling, general and administrative expenses and is considered a meaningful measure of the Company’s financial condition and results of operations across periods by removing the impact of items that management believes do not directly reflect the ongoing operating performance. The Segment Adjusted EBITDA is utilized during the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, capital expenditures, and work force for both segments. The Company’s CODM does not regularly review any asset information by business segment as this information is not utilized to make decisions and allocate resources. As such, the Company does not report asset information by business segment. The Company has not identified any segment expenses that are considered significant and segment expenses are not regularly provided to the CODM. However, the CODM is regularly provided with consolidated expense information for decision making. Other segment items are direct operating expenses and selling, general and administrative expenses, which are the difference between each operating segment’s revenue and Segment Adjusted EBITDA. All the segment data disclosed reflects the way the CODM internally receives information and monitors the segment performance and is consistently presented across all public communications.

The following tables present financial information by segment:

Year ended
(in millions)
December 31, 2025 December 31, 2024 December 31, 2023
Net sales to external customers:
Front Line Care $ 6,514   $ 6,088   $ 5,845  
Surgical Solutions 6,166   5,471   4,931  
Laboratory and Diagnostics 1,040   956   837  
Medline Brand $ 13,720   $ 12,515   $ 11,613  
Supply Chain Solutions 14,712   12,992   11,618  
Consolidated net sales to external customers $ 28,432   $ 25,507   $ 23,231  

Segment Adjusted EBITDA:
Medline Brand $ 3,334   $ 3,269   $ 2,704  
Supply Chain Solutions 805   647   491  
Subtotal 4,139   3,916   3,195  
Corporate & Other ( 672 ) ( 555 ) ( 427 )
Interest expense, net ( 812 ) ( 864 ) ( 976 )
Depreciation and amortization ( 1,011 ) ( 977 ) ( 951 )
Inventory-related adjustments ( 83 ) ( 78 ) ( 150 )
Stock-based compensation expense ( 79 ) ( 61 ) ( 78 )
Litigation gains (charges), net 33   ( 2 ) ( 161 )
Transaction-related costs (1)
( 58 ) ( 18 ) ( 142 )
Other non-core charges, net (2)
( 209 ) ( 115 ) ( 46 )
Income before income taxes $ 1,248   $ 1,246   $ 264  

(1) Represents acquisition and integration related costs, IPO related costs, gain related to acquisition of equity investment, gain due to a change in valuation estimate related to an acquisition, and the compensation expense related to the Liquidity MPU Payouts. See Note 17—Stock-Based Compensation for additional information on Liquidity MPU Payouts.
(2) Represents loss on debt extinguishment and other refinancing costs and fees, credit loss expense related to customer bankruptcies, loss on disposals of assets and exits, realized and unrealized foreign currency and investment losses and costs, and other items.

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MEDLINE INC.

NOTE 20 - SEGMENT INFORMATION (Continued)

The following tables present information by sales office and geographic area:

Year ended
(in millions)
December 31, 2025 December 31, 2024 December 31, 2023
Net sales to external customers:
Acute care (1)
$ 19,506   $ 17,491   $ 15,906  
Non-Acute care (2)
6,973   6,256   5,894  
United States 26,479   23,747   21,800  
International 1,953   1,760   1,431  
Consolidated net sales to external customers $ 28,432   $ 25,507   $ 23,231  

(1) Acute care represents hospital health systems.
(2) Non-Acute care represents other sites of care including outpatient, post acute, physician’s office, surgery centers, and all other.

(in millions)
December 31, 2025 December 31, 2024
Long-lived assets by geographical area (1) :

United States $ 4,433   $ 4,329  
International 777   650  
Consolidated long-lived assets, net $ 5,210   $ 4,979  

(1) Includes property, plant, and equipment, net, and operating lease right-of-use assets.

NOTE 21 - SUBSEQUENT EVENTS

The Company has evaluated its consolidated financial statements for subsequent events through February 25, 2026, the date the consolidated financial statements were available to be issued.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report.

Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessments regarding internal controls over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Management, including our principal executive officer and principal financial officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. Other Information

Trading Plan Arrangements

During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as such terms are defined under Item 408 of Regulation S-K.

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Designation of Principal Accounting Officer

On February 24, 2026, our Board of Directors designated Jessi L. Corcoran, our Chief Accounting Officer, as our principal accounting officer, effective as of February 24, 2026. Ms. Corcoran assumes the designation of principal accounting officer from Michael B. Drazin, who continues in his capacity as our Chief Financial Officer and principal financial officer.

Ms. Corcoran, age 43, has served as our Chief Accounting Officer since November 2025. Prior to joining the Company, she served in a series of senior accounting roles at JBT Marel Corporation (formerly JBT Corporation), a global technology solutions and service provider to the food and beverage industry, from June 2015 through November 2025, most recently serving as Chief Accounting Officer beginning August 2018. Prior to JBT Marel Corporation, she worked in the Audit & Assurance practice at Deloitte for nine years, with increasing levels of responsibility through senior manager. Ms. Corcoran received her B.S. in Accounting from the University of Arizona.

Ms. Corcoran was not selected pursuant to any arrangement or understanding between her and any other person. Ms. Corcoran has no familial relationships with any of our directors or executive officers, and there are no transactions between Ms. Corcoran and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this Annual Report.

Item 11. Executive Compensation

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this Annual Report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this Annual Report.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this Annual Report.

Item 14. Principal Accountant Fees and Services

Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year covered by this Annual Report.
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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Our consolidated financial statements are listed in the “Index to the Consolidated Financial Statements” under Part II, Item 8 of this Annual Report.

(a)(2) Financial Statement Schedules    

All other schedules are omitted because they are not applicable, not required, or because the required information is otherwise included in the consolidated financial statements or Notes thereto.

(a)(3)     Exhibits.

The exhibits listed below are filed or furnished, as applicable, as part of this Annual Report and are incorporated herein by reference, in each case as indicated below.

EXHIBIT INDEX

Exhibit
No.
  
Description of Exhibit

3.1
  
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

3.2
  
A mended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

4.1
  
Indenture, dated as of October  15, 2021, by and between Mozart Debt Merger Sub Inc. and Wilmington Trust, National Association as trustee, paying agent, transfer agent and registrar (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.2
  
First Supplemental Indenture, dated as of October  21, 2021, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.3
  
Second Supplemental Indenture, dated as of July  19, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.4
  
Third Supplemental Indenture, dated as of December 20, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.5
  
Indenture, dated as of October  15, 2021, among Mozart Debt Merger Sub Inc. and Wilmington Trust, National Association as trustee, paying agent, transfer agent, registrar and notes collateral agent (incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

137

4.6
  
First Supplemental Indenture, dated as of October  21, 2021, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.7
  
Second Supplemental Indenture, dated as of July  19, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.8
  
Third Supplemental Indenture, dated as of December 20, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.9
  
Indenture, dated as of March  27, 2024, among Medline Borrower, LP, Medline Co-Issuer, Inc., Medline Intermediate, LP, the Subsidiary Guarantors named therein and Wilmington Trust, National Association as trustee, paying agent, transfer agent, registrar and notes collateral agent (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.10
  
First Supplemental Indenture, dated as of June  24, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.11
  
Second Supplemental Indenture, dated as of July  19, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.12
  
Third Supplemental Indenture, dated as of December 20, 2024, among each of the subsidiaries of Medline Borrower, LP listed thereto and Wilmington Trust, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.12 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

4.13
  
Description of Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934*

10.1
  
Second Amended and Restated Limited Partnership Agreement of Medline Holdings, LP , dated as of December 16, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.2
  
Tax Receivable Agreement, dated as of December 16, 2025, by and among Medline Inc. and each of the other persons from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.3
  
Exchange Agreement, dated as of December 16, 2025, by and among Medline Inc., Medline Holdings, LP and holders of Common Units from time to time party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.4
  
Registration Rights Agreement, dated as of December 16, 2025, by and among Medline Inc. and each of the other persons from time to time party thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.5.1
  
Director Nomination Agreement, dated as of December 16, 2025, between Medline Inc. and entities affiliated with Blackstone Inc. (incorporated by reference to Exhibit 10.5.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.5.2
  
Director Nomination Agreement, dated as of December 16, 2025, between Medline Inc. and entities affiliated with The Carlyle Group Inc. (incorporated by reference to Exhibit 10.5.2 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

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10.5.3
  
Director Nomination Agreement, dated as of December 16, 2025, between Medline Inc. and entities affiliated with Hellman & Friedman LLC (incorporated by reference to Exhibit 10.5.3 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.5.4
  
Family Director Nomination Agreement, dated as of December 16, 2025, between Medline Inc. and entities affiliated with the Mills Family (incorporated by reference to Exhibit 10.5.4 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.6
  
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.7
  
Support and Services Agreement, dated as of October  21, 2021, among Medline Holdings, LP (f/k/a Mozart Holdings, LP), Medline Industries, LP, Blackstone Capital Partners VIII L.P. and Blackstone Management Partners L.L.C. (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.8
  
Consulting Services Agreement, dated as of October  21, 2021, between Medline Holdings, LP (f/k/a Mozart Holdings, LP) and Carlyle Investment Management L.L.C. (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.9
  
Service Agreement, dated as of October 21, 2021, between Medline Holdings, LP (f/k/a Mozart Holdings, LP) and Hellman  & Friedman LP (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.10
  
Service Agreement, dated as of October 21, 2021, between Medline Holdings, LP (f/k/a Mozart Holdings, LP) and Mozart Holdco, Inc. (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.11
  
Medline Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-8 filed on December 16, 2025)†

10.12
  
Employment Agreement between Medline Industries, LP and James M. Boyle, dated October 1, 2023 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

10.13
  
Employment Agreement between Medline Industries, LP and James M. Pigott, dated October 1, 2023 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

10.14
  
Transition and Release Agreement by and among James M. Pigott, Medline Industries, LP, Medline Management Aggregator LLC (f/k/a Mozart Management Aggregator LLC) and Medline Holdings, LP (f/k/a Mozart Holdings, LP), dated October 14, 2024 (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

10.15
  
Credit Agreement, dated as of October  21, 2021, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.16
  
Amendment No. 1 to the Credit Agreement, dated as of June  28, 2023, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.17
  
Amendment No. 2 to the Credit Agreement, dated as of March  27, 2024, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

139

10.18
  
Amendment No. 3 to the Credit Agreement, dated as of July  8, 2024, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.19
  
Amendment No. 4 to the Credit Agreement, dated as of November  19, 2024, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.20
  
Security Agreement, dated as of October 21, 2021, among the grantors party thereto and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.21
  
Supplement No. 1, dated as of July 19, 2024, to the Security Agreement, dated as of October  21, 2021, among the grantors party thereto and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.22
  
Supplement No. 2 to the Security Agreement, dated as of December  20, 2024, among the grantors party thereto and Bank of America, N.A., as collateral agent (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.23
  
Security Agreement, dated as of October  21, 2021, among the grantors party thereto and Wilmington Trust, National Association as notes collateral agent (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.24
  
Supplement No. 1 to the Security Agreement, dated as of July  19, 2024, among the grantors party thereto and Wilmington Trust, National Association as notes collateral agent (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.25
  
Supplement No. 2 to the Security Agreement, dated as of December  20, 2024, among the grantors party thereto and Wilmington Trust, National Association as notes collateral agent (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.26
  
Security Agreement, dated as of March  27, 2024, among the grantors party thereto and Wilmington Trust, National Association as notes collateral agent (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.27
  
Supplement No. 1 to the Security Agreement, dated as of July  19, 2024, among the grantors party thereto and Wilmington Trust, National Association as notes collateral agent (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.28
  
Supplement No. 2 to the Security Agreement, dated as of December  20, 2024, among the grantors party thereto and Wilmington Trust, National Association as notes collateral agent (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.29
  
Medline Inc. 2025 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-8 filed on December 16, 2025)†

10.30
  
Amended and Restated Medline Inc. Executive Severance Plan*†

10.31
  
Medline Management Aggregator LLC Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

10.32
  
Form of Unit Subscription Agreement (Class A Units and Class B Units of the Aggregator) (incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

140

10.33
  
Form of Incentive Unit Subscription Agreement (Class B Units of the Aggregator) (General) (incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

10.34
  
Form of Incentive Unit Subscription Agreement (Class B Units of the Aggregator) (Messrs. Boyle and Pigott Promotion Grant) (incorporated by reference to Exhibit 10.34 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)†

10.35
  
Amendment No. 5 to the Credit Agreement, dated March  28, 2025, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.36
  
Amendment No. 6 to the Credit Agreement, dated July  31, 2025, among Medline Borrower, LP, as successor in interest to Mozart Debt Merger Sub Inc., Medline Intermediate, LP, the guarantors from time to time party thereto, the lending institutions from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.36 to the Registrant’s Registration Statement on Form S-1 filed on October 28, 2025)

10.37
  
Information and Access Agreement, dated as of December 16, 2025, between Medline Inc. and entities affiliated with Hux Investment Pte. Ltd. (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on December 22, 2025)

10.38 Form of Initial Restricted Stock Unit Grant Notice and Agreement (Director) under the Medline Inc. 2025 Omnibus Incentive Plan.*†

10.39 Form of Restricted Stock Unit Grant Notice and Agreement (Employee) under the Medline Inc. 2025 Omnibus Incentive Plan.*†

10.40 Form of Restricted Stock Unit Grant Notice and Agreement (Director) under the Medline Inc. 2025 Omnibus Incentive Plan.*†

10.41 Form of Performance Stock Unit Grant Notice and Agreement (Employee) under the Medline Inc. 2025 Omnibus Incentive Plan.*†

10.42 Form of Converted Restricted Stock Unit Grant Notice and Agreement (Director) under the Medline Inc. 2025 Omnibus Incentive Plan.*†

19.1
  
Medline Inc. Insider Trading Policy*

21.1
  
Subsidiaries of the Registrant *

23.1
  
Consent of Ernst & Young LLP as to Medline Inc. *

24.1
  
Power of Attorney (included in signature pages of this Annual Report) *

31.1
  
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2
  
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1
  
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2
  
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

97.1
  
Medline Inc. Clawback Policy*†

101.INS
  
XBRL Instance Document*

101.SCH
  
XBRL Taxonomy Extension Schema Document*

101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document*

141

101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document*

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)*

 
* Filed herewith.
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Annual Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
† Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Item 16. Form 10-K Summary

None.

142

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 25, 2026

MEDLINE INC.

By:
/s/ James M. Boyle

Name: James M. Boyle

Title: Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints James M. Boyle, Michael B. Drazin, and Alex M. Liberman, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in their name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K and any or all amendments thereto, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
Title
Date

/s/ James M. Boyle
Chief Executive Officer and Director
(Principal Executive Officer)
February 25, 2026

James M. Boyle

/s/ Michael B. Drazin
Chief Financial Officer
(Principal Financial Officer)
February 25, 2026

Michael B. Drazin

/s/ Jessi L. Corcoran
Chief Accounting Officer
( Principal Accounting Officer)
February 25, 2026

Jessi L. Corcoran

/s/ Charles N. Mills
Chair of the Board of Directors
February 25, 2026

Charles N. Mills

/s/ Joseph P. Baratta
Director
February 25, 2026

Joseph P. Baratta

/s/ Jacob D. Best
Director
February 25, 2026

Jacob D. Best

/s/ Todd M. Bluedorn
Director
February 25, 2026

Todd M. Bluedorn

/s/ Richard A. Galanti
Director
February 25, 2026

Richard A. Galanti

/s/ Patrick J. Healy
Director
February 25, 2026

Patrick J. Healy

143

/s/ Andrew J. Mills
Director
February 25, 2026

Andrew J. Mills

/s/ Robert R. Schmidt
Director
February 25, 2026

Robert R. Schmidt

/s/ Anushka M. Sunder
Director
February 25, 2026

Anushka M. Sunder

/s/ Thomas W. Sweet
Director
February 25, 2026

Thomas W. Sweet

/s/ Stephen H. Wise
Director
February 25, 2026

Stephen H. Wise

144