Medline Inc. 8-K

What Happened

• Medline Inc. announced the closing of its initial public offering on December 18, 2025, selling 248,439,654 shares of Class A common stock at $29.00 per share (including full exercise of the underwriters’ option). Related company documents and agreements dated December 16, 2025 — including a revised Medline Holdings limited partnership agreement, a tax receivable agreement, an exchange agreement, registration rights, multiple director nomination agreements (with Blackstone, Carlyle, Hellman & Friedman and the Mills Family), and an information/access agreement — were entered into and filed as exhibits.
• Effective December 16, 2025, Medline’s amended and restated Certificate of Incorporation and Bylaws became effective, and the board adopted the Medline Inc. 2025 Omnibus Incentive Plan. Todd M. Bluedorn was appointed to the board and Audit Committee and granted RSUs with a grant-date fair value of $300,000 that vest March 30, 2027 (subject to continued service).

Key Details

• Offering: 248,439,654 Class A shares sold at $29.00 per share (includes underwriters’ full option exercise).
• Use of proceeds: Net proceeds from 179,000,000 shares ($5,078 million) were used to purchase newly issued common units from Medline Holdings; Medline Holdings used $731 million to repay its New Euro Term Loan Facility and $3,292 million to repay part of the 2028 Refinancing Term Loan Facility. Proceeds from additional share issuances totaling $1,970 million were used to purchase or redeem equity from certain pre-IPO owners.
• Governance and agreements: Amended Charter (authorizes 50B Class A, 50B Class B and 5B preferred shares) and Bylaws effective Dec 16, 2025; multiple long-form agreements (partnership, tax receivable, exchange, registration rights, director nomination, information/access) executed and filed.
• Board and compensation: Todd M. Bluedorn appointed to the board and Audit Committee; granted RSUs valued at $300,000. The 2025 Omnibus Incentive Plan was adopted.

Why It Matters

• The IPO completion publicly lists Medline and provides substantial liquidity and capital. A large portion of proceeds was used to reduce the company’s leverage (repaying term loans), which can improve the company’s balance sheet and interest expense profile. The suite of agreements and the amended charter/bylaws set legal, tax and governance frameworks for how pre-IPO owners, new public shareholders and the company will interact going forward. Board additions and the incentive plan align governance and management compensation with public company practices. For investors, these are foundational changes that affect capital structure, governance oversight and future equity incentives.