Medline Inc-A 2025年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 001-43022 Medline Inc. (Exact name of registrant as specified in its charter)_________________________ 33-1845288 Delaware (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 3 Lakes DriveNorthfield, Illinois (847) 949 5500Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the Class A common stock held by non-affiliates of the registrant, based on the closing price of a shareof Class A common stock on December 17, 2025, as reported by The Nasdaq Global Select Market on such date was approximately$13.0 billion. The registrant has elected to use December 17, 2025, which was the initial trading date of the registrant’s Class Acommon stock on The Nasdaq Global Select Market, as the calculation date because on June 30, 2025 (the last business day of theregistrant’s most recently completed second fiscal quarter) the registrant was a privately held company. This calculation does notreflect a determination that certain persons are affiliates of the registrant for any other purpose. As of February 23, 2026, there were 811,647,534 shares of the registrant’s Class A common stock and 502,045,878 shares of theregistrant’s Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement related to its 2026 Annual Meeting of Stockholders to be filed with the U.S.Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2025 are incorporated byreference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS Item PART I1.Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2.Properties3.Legal Proceedings4.Mine Safety DisclosuresPART II5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities6.[Reserved]7.Management’s Discussion and An