Medline Inc.

Filing Date

Dec 22, 2025

Transaction Date

Dec 18, 2025

Accession Number

0001193125-25-329276

Form Type

4

Net Trading Amount

-$172.7M

Footnotes

1. (F1)This amount represents the $29.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.63173 per share sold by the Reporting Persons to the Issuer in connection with the Issuer's initial public offering.
2. (F2)Hellman & Friedman Investors X, L.P. ("Investors X GP") is the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. Mend Partners GP, LLC ("Mend GP") is the general partner of Mend Partners II, L.P. Investors X GP is the managing member of Mend GP. Mend Investment Holdings GP, LLC ("Mend Investment GP") is the general partner of Mend Investment Holdings I, L.P. Hellman & Friedman Capital Partners X, L.P. ("HFCP X") is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. H&F Corporate Investors X, Ltd. ("Investors X Ltd.") is the general partner of Investors X GP.
3. (F3)(Continued from footnote 2) A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), Mend Partners II, L.P., and Mend Investment Holdings I, L.P. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares.
4. (F4)Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Class A common stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
5. (F5)On December 18, 2025, Mend Investment Holdings I, L.P. sold 9,028,455 Common Units to the Issuer at a price of $28.3687 per unit as shown in Table II. In connection with such sale, the Issuer automatically cancelled an equivalent number of shares of Class B Common Stock held by Mend Investment Holdings I, L.P.
6. (F6)On December 18, 2025, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
7. (F7)The recipients of the shares of Class A Common Stock distributed pursuant to footnote 6 have agreed to be subject to a lock-up agreement with the representatives of the several underwriters in connection with the initial public offering of the Issuer, provided that shares constituting less than 1% of the Issuer's outstanding common stock in the aggregate that are being delivered to charitable organizations will not be subject to such restrictions.
8. (F8)Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.
9. (F9)On December 18, 2025, Mend Investment Holdings I, L.P. exchanged 2,098,005 Common Units for an equal number of shares of Class A Common Stock in connection with the distribution described above in footnote 6 and the Issuer automatically cancelled an equivalent number of shares of Class B Common Stock held by Mend Investment Holdings I, L.P.