---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-328884"
form_type: "8-K"
ticker: "MDLN"
cik: "0002046386"
company_name: "Medline Inc."
filed_at: "2025-12-22T23:59:59+00:00"
generated_at: "2026-05-16T12:29:08.335773+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Medline completes IPO of ~248M shares at $29; uses proceeds to repay debt and buy out pre-IPO owners

## Summary
- IPO closed Dec 18, 2025: 248,439,654 shares of Class A common stock at $29.00 per share.
- Net proceeds from 179M shares ($5,078M) used to purchase Common Units; Medline Holdings repaid $731M under New Euro Term Loan and $3,292M under 2028 Refinancing Term Loan.
- Proceeds from 37M shares ($1,051M) and 32.4M shares ($919M) from over-allotment used to purchase/redeem shares and Common Units from certain pre-IPO owners.
- Todd M. Bluedorn appointed to Board and Audit Committee; granted RSUs with $300,000 grant date fair value vesting March 30, 2027.
- Amended and restated certificate of incorporation and bylaws effective; authorized capital stock includes 50B shares Class A, 50B shares Class B, and 5B shares preferred.

## SEC filing metadata
- accession: 0001193125-25-328884
- form_type: 8-K
- ticker: MDLN
- cik: 0002046386
- company_name: Medline Inc.
- filed_at: 2025-12-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.03, 5.03, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/d933672d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-328884
- JSON: https://secwatch.observer/filing/0001193125-25-328884.json
- Plain text: https://secwatch.observer/filing/0001193125-25-328884.txt

## Key facts
- Governance Changes
  Medline Inc.: Amended and Restated Bylaws became effective (effective 2025-12-16).
  - Change: bylaw amendment
  - Effective: 2025-12-16
  source text: On December 16, 2025, the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”), substantially in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Governance Changes
  Medline Inc.: Amended and Restated Certificate of Incorporation became effective, setting authorized capital stock to 50B shares Class A common, 50B shares Class B common, and 5B shares preferred (effective 2025-12-16).
  - Change: charter amendment
  - Effective: 2025-12-16
  source text: On December 16, 2025, the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”), substantially in the form previously filed as Exhibit 3.1 to the Registration Statement, and the Company’s Amended and Restated Bylaws (the “ Bylaws ”), substantially in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Information and Access Agreement with Company and entities affiliated with Hux Investment Pte. Ltd valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and entities affiliated with Hux Investment Pte. Ltd
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Information and Access Agreement, dated December 16, 2025, by and among the Company and entities affiliated with Hux Investment Pte. Ltd (the “ Information and Access Agreement ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Director Nomination Agreement - Blackstone with Company and entities affiliated with Blackstone Inc. valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and entities affiliated with Blackstone Inc.
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Director Nomination Agreement, dated December 16, 2025, by and among the Company and entities affiliated with Blackstone Inc. (the “ Blackstone Director Nomination Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Tax Receivable Agreement with Company and other persons valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and other persons
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Tax Receivable Agreement, dated December 16, 2025, by and among the Company and each of the other persons from time to time party thereto (the “ Tax Receivable Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Second Amended and Restated Limited Partnership Agreement of Medline Holdings, LP with Medline Holdings, LP and other parties valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Agreement: collaboration
  - Counterparty: Medline Holdings, LP and other parties
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: Item 1.01 Entry into a Material Definitive Agreement. In connection with the initial public offering (the “ Offering ” or the “ IPO ”) by Medline Inc. (the “ Company ”) of its Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”), described in the prospectus (the “ Prospectus ”), dated December 16, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “ Securities Act ”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-291112) (as amended, the “ Registration Statement ”), the following agreements were entered into: • the Second Amended and Restated Limited Partnership Agreement of Medline Holdings, LP (“ Medline Holdings ”), dated December 16, 2025, by and among the Company and the other parties thereto (the “ Medline Holdings Limited Partnership Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Director Nomination Agreement - H&F with Company and entities affiliated with Hellman & Friedman LLC valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and entities affiliated with Hellman & Friedman LLC
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Director Nomination Agreement, dated December 16, 2025, by and among the Company and entities affiliated with Hellman & Friedman LLC (the “ H&F Director Nomination Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Director Nomination Agreement - Carlyle with Company and entities affiliated with The Carlyle Group Inc. valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and entities affiliated with The Carlyle Group Inc.
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Director Nomination Agreement, dated December 16, 2025, by and among the Company and entities affiliated with The Carlyle Group Inc. (the “ Carlyle Director Nomination Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Director Nomination Agreement - Mills Family with Company and entities affiliated with the Mills Family valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and entities affiliated with the Mills Family
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Director Nomination Agreement, dated December 16, 2025, by and among the Company and entities affiliated with the Mills Family (the “ Mills Family Director Nomination Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Registration Rights Agreement with Company and other persons valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company and other persons
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Registration Rights Agreement, dated December 16, 2025, by and among the Company and each of the other persons from time to time party thereto (the “ Registration Rights Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm
- Material Agreements
  Medline Inc. entered into Exchange Agreement with Company, Medline Holdings and holders of common units valued at Entry into material definitive agreements in connection with IPO of Class A common stock (effective 2025-12-16).
  - Action: entry
  - Counterparty: Company, Medline Holdings and holders of common units
  - Value: Entry into material definitive agreements in connection with IPO of Class A common stock
  - Effective: 2025-12-16
  source text: • the Exchange Agreement, dated December 16, 2025, by and among the Company, Medline Holdings and holders of common units of Medline Holdings (“ Common Units ”) from time to time party thereto (the “ Exchange Agreement ”);
  evidence_url: https://www.sec.gov/Archives/edgar/data/2046386/000119312525328884/0001193125-25-328884-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.