Medline Inc.
For the period ended Jun 27, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 27, 2026 · Filed Aug 5, 2026
MDLN$39.64-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-28; filed 2026-05-06.
0002046386-26-000026
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-27; filed 2026-08-05.
0002046386-26-000051
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 98 previous paragraphs and 144 current paragraphs.
48 unchanged; 40 reworded; 46 added; 9 removed; 1 previous and 10 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (46)
Current report
We have pursued, and may continue to pursue, tariff mitigation measures, including exclusions, refunds, preferential trade agreements, and other duty recovery mechanisms. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs. Following that decision, U.S. Customs and Border Protection (“CBP”) established an expedited administrative process through its Consolidated Administration and Processing of Entries (“CAPE”) portal to refund IEEPA duties that had already been paid.
Current report
We expect total IEEPA refund claims, across all eligible mechanisms, to be approximately $507 million, including amounts already submitted via CAPE. As of June 27, 2026, CBP had accepted approximately $332 million in total refunds we have submitted, and actions to recover the remaining expected amounts are ongoing. We evaluate recoveries of IEEPA tariffs in accordance with applicable gain contingency guidance and recognize such recoveries when they are received or realizable. As of June 27, 2026, of the accepted claims, we had received approximately $53 million in refunds. Accordingly, we recorded a receivable of approximately $279 million within Other current assets related to the remaining accepted refund claims as of June 27, 2026. As of the date of this Quarterly Report, we received refunds for the majority of the receivable balance. Interest associated with refunded IEEPA tariffs is recognized in the period in which it is received or realizable. We expect to remit a portion of the tariff refunds to customers. As of June 27, 2026, we recorded approximately $89 million within Accrued expenses and other current liabilities for the total amount estimated to be remitted to customers in connection with total tariff refund claims expected.
Current report
During the three and six months ended June 27, 2026, we recognized approximately $332 million as a reduction of Cost of goods sold related to tariff refunds received or accepted, approximately $89 million as a reduction of Net sales related to accrued customer repayments associated with tariff refunds, and approximately $14 million of interest income in Interest expense, net. These amounts were recorded entirely within the Medline Brand segment.
Current report
The ultimate amount and timing of the IEEPA tariff refunds not yet received are subject to eligibility requirements, regulatory review, administrative processing, and other limitations.
Current report
On June 11, 2026, a fire destroyed our distribution center in Tracy, California. All employees were safely evacuated. We have estimated incurred losses of $336 million, which consist of $204 million related to inventory losses, $116 million related to fixed asset losses, and $16 million other expenses, for the three and six months ended June 27, 2026. These losses were recorded in Other operating expenses. As of June 27, 2026, discussions with our insurers are ongoing, and, as such, no insurance recoveries have been recorded. Following the fire, we entered into lease agreements for two distribution centers in Northern California totaling more than 1.6 million square feet, including a facility in Tracy, California for near-term occupancy and a facility in Stockton, California expected to be available for use in January 2027. These facilities are expected to help support service to healthcare providers and customers in Northern California following the fire. We may incur additional losses and costs in future periods associated with the fire and its related impacts. We expect to recognize insurance recoveries in future periods as the applicable recognition criteria are met. The timing and amount of any additional losses, costs, or insurance recoveries remain uncertain. See Note 1—Nature of Business and Significant Accounting Policies to our unaudited condensed consolidated financial statements included under Part I, “Item 1—Financial Statements” of this Quarterly Report for additional information.
Current report
FDA Matters
Current report
As of June 27, 2026, we have received three warning letters from the FDA, which have not been resolved. These warning letters relate to compliance with the Quality Management System Regulation and the current Good Manufacturing Practice (cGMP) regulations and were sent following inspections of Medline’s Northfield, Illinois facility and our manufacturing facilities in Glens Falls, New York and Waukegan, Illinois. We are working with the FDA to resolve the observations in the warning letters and FDA Forms 483 the Company has received. We have committed to taking additional remediation actions and made investments in Medline’s Quality organization, which we expect to result in increased costs in the second half of fiscal year 2026. While we believe our remediation efforts appropriately address the FDA’s observations and strengthen our Quality practices, no assurances can be given regarding further action by the FDA or that the corrective actions we have proposed and taken will be adequate. Any failure to adequately address the observations made by the FDA may result in regulatory actions initiated by the FDA with limited or no further notice, which may include the adverse consequences described in Part I, “Item 1A—Risk Factors—Risks Related to Regulation and Legal Proceedings—We are subject to extensive and complex laws and governmental regulations and any adverse regulatory action may materially adversely affect our business, results of operations, and financial condition both inside and outside the United States.” of our 2025 Form 10-K. While we currently believe these warning letters are not reasonably likely to materially adversely affect our business, results of operations, or financial condition, the outcomes of such matters are inherently unpredictable and subject to significant uncertainties, and if any of our assumptions change or prove to have been incorrect or there are any further adverse developments, our business, results of operations, and/or financial condition could be materially adversely affected.
Current report
Secondary Offerings
Current report
IPO and Reorganization Transactions
Current report
The diagram below depicts our current organizational structure:
Current report
Note: Certain intermediate holding companies have been omitted from the structure chart.
Current report
(1) Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters to be voted on by the stockholders generally.
Current report
For the three and six months ended June 27, 2026 compared to the three and six months ended June 28, 2025
Current report
Results of Operations for the three months ended June 27, 2026 compared to the three months ended June 28, 2025
Current report
Net sales for the International business for the three months ended June 27, 2026 increased $46 million, or 9.4%, to $533 million, compared to $487 million for the respective period in 2025, primarily driven by volume growth.
Current report
Other Operating Expenses
Current report
Other Operating Expenses for the three months ended June 27, 2026 increased $334 million to $348 million, compared to $14 million for the respective period in 2025, primarily driven by the impact due to fire at the distribution center in Tracy, California.
Current report
Other Loss, net
Current report
Other loss, net for the three months ended June 27, 2026 increased to $42 million, whereas no material Other loss, net was recorded in the respective period in 2025. The increase was primarily due to expense associated with the debt refinancing in May 2026.
Current report
Results of Operations for the six months ended June 27, 2026 compared to the six months ended June 28, 2025
Current report
Net Sales
Current report
Net sales for the U.S. business for the six months ended June 27, 2026 increased $1,416 million, or 11.2%, to $14,009 million, compared to $12,593 million for the respective period in 2025, primarily due to volume growth in Prime Vendor net sales, which for the six months ended June 27, 2026 increased $1,461 million, or 16.8%, to $10,139 million, compared to $8,678 million for the respective period in 2025. The growth was partially offset by $89 million customer repayments associated with tariff refunds.
Current report
Net sales for the U.S. acute care business, which includes both Prime Vendor and non-Prime Vendor customers, increased $1,244 million, or 13.4%, to $10,532 million, compared to $9,288 million for the respective period in 2025, primarily driven by volume growth, partially offset by $48 million customer repayments associated with tariff refunds. Net sales for the U.S. non-acute care business increased $172 million, or 5.2%, to $3,477 million, compared to $3,305 million for the respective period in 2025, primarily driven by volume growth, partially offset by $41 million customer repayments associated with tariff refunds.
Current report
Cost of goods sold for the six months ended June 27, 2026 increased $1,180 million, or 12.0%, to $10,981 million, compared to $9,801 million for the respective period in 2025, primarily driven by the growth in net sales and higher import costs due to tariffs, partially offset by tariff refunds. Gross profit as a percentage of sales decreased from 27.6% for the six months ended June 28, 2025 to 27.0% for the six months ended June 27, 2026, primarily driven by higher import costs due to tariffs, partially offset by net tariff refunds.
Current report
Selling, General, and Administrative Expenses
Current report
Other Operating Expenses
Current report
Other Operating Expenses for the six months ended June 27, 2026 increased $341 million to $363 million, compared to $22 million for the respective period in 2025, primarily driven by the impact due to fire at the distribution center in Tracy, California.
Current report
Interest Expense, net
Current report
Interest expense, net for the six months ended June 27, 2026 decreased $178 million, or 41.1%, to $255 million, compared to $433 million for the respective period in 2025, primarily driven by 2025 repayment of term loan facilities with IPO proceeds and lower interest rates.
Current report
Other Loss, net
Current report
Other loss, net for the six months ended June 27, 2026 increased to $41 million, whereas no material Other loss, net was recorded in the respective period in 2025. The increase was primarily due to expense associated with the debt refinancing in May 2026.
Current report
Foreign Exchange Gain (Loss), net
Current report
Provision for Income Taxes
Current report
Business Segment Results of Operations for the three months ended June 27, 2026 compared to the three months ended June 28, 2025
Current report
Medline Brand Segment Adjusted EBITDA for the three months ended June 27, 2026 increased $177 million, or 19.9%, to $1,067 million, compared to $890 million for the respective period in 2025, primarily driven by tariff refunds and growth in net sales, partially offset by higher import costs due to tariffs and higher compensation and benefit expense related to investments in headcount. Medline Brand Segment Adjusted EBITDA margin increased to 30.1% from 26.8%, primarily driven by tariff refunds, partially offset by higher import costs due to tariffs and higher compensation and benefit expense related to investments in headcount.
Current report
Business Segment Results of Operations for the six months ended June 27, 2026 compared to the six months ended June 28, 2025
Current report
Medline Brand
Current report
Medline Brand segment net sales for the six months ended June 27, 2026 increased $419 million, or 6.4%, to $7,005 million, compared to $6,586 million for the respective period in 2025. The increase was primarily driven by volume growth in Prime Vendor sales of Medline Brand products for the six months ended June 27, 2026, which increased $383 million, or 13.1%, to $3,312 million, compared to $2,929 million for the respective period in 2025, partially offset by customer repayments associated with tariff refunds.
Current report
Surgical Solutions net sales for the six months ended June 27, 2026 increased $238 million, or 8.1%, to $3,194 million, compared to $2,956 million for the respective period in 2025, primarily driven by volume growth in kitting and operating room products, partially offset by customer repayments associated with tariff refunds. Front Line Care net sales for the six months ended June 27, 2026 increased $152 million, or 4.9%, to $3,270 million, compared to $3,118 million for the respective period in 2025, primarily driven by volume growth, including exam gloves and personal care products, partially offset by customer repayments associated with tariff refunds. Laboratory and Diagnostics net sales for the six months ended June 27, 2026 increased $29 million, or 5.7%, to $541 million, compared to $512 million for the respective period in 2025, primarily driven by volume growth in laboratory products.
Current report
Medline Brand Segment Adjusted EBITDA for the six months ended June 27, 2026 increased $112 million, or 6.5%, to $1,832 million, compared to $1,720 million for the respective period in 2025, primarily driven by growth in net sales and tariff refunds, partially offset by higher import costs due to tariffs and higher compensation and benefit expense related to investments in headcount. Medline Brand Segment Adjusted EBITDA margin increased to 26.2% from 26.1%, primarily driven by tariff refunds, partially offset by higher import costs due to tariffs.
Showing the first 40 of 46 passages. Open the source sections for the rest.
Removed paragraphs (9)
Previous report
In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs thereunder. The U.S. subsequently imposed new tariffs under alternative statutory authority. In response, in April 2026, U.S. Customs and Border Protection announced a new administrative process for requesting refunds of certain tariffs imposed under IEEPA. The timing and amount of any potential refunds remain uncertain and are subject to eligibility requirements, administrative processing, and other limitations.
Previous report
We are actively monitoring developments in the global tariff environment and will continue to evaluate the potential impact of the announced tariffs and related developments on our business and financial condition, as well as on our customers and suppliers, and the actions we may take to mitigate any impact. We have taken steps to establish alternative sources of supply and to otherwise mitigate the financial impact of tariffs. However, we may not be able to establish alternative sources of supply or fully mitigate the financial impact of tariffs across all of the products we source or manufacture.
Previous report
Secondary Offering
Previous report
IPO
Previous report
On December 18, 2025, we completed our IPO of 248,439,654 shares of Class A common stock, including 32,405,172 shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $29.00 per share. Our Class A common stock began trading on the Nasdaq Global Select Market under the trading symbol “MDLN” on December 17, 2025. The IPO generated net proceeds of approximately $7,048 million after deducting underwriting discounts and commissions of approximately $157 million, but before deducting offering expenses of approximately $40 million. See Note 1—Nature of Business and Significant Accounting Policies to our unaudited condensed consolidated financial statements, included under Part I, “Item 1—Financial Statements" of this Quarterly Report for additional information.
Previous report
Reorganization Transactions
Previous report
Medline Brand Segment Adjusted EBITDA for the three months ended March 28, 2026 decreased $65 million, or 7.8%, to $765 million, compared to $830 million for the respective period in 2025, primarily driven by higher import costs due to tariffs and higher operating expense, including higher compensation and benefit expense related to investment in headcount and higher distribution expense, partially offset by the growth in net sales. Medline Brand Segment Adjusted EBITDA margin decreased to 22.1% from 25.4%, primarily driven by higher import costs due to tariffs.
Previous report
Net cash provided by operating activities was $412 million and $682 millionfor the three months ended March 28, 2026 and March 29, 2025, respectively.
Previous report
In connection with the Reorganization, we entered into a TRA with certain of our pre-IPO owners. As of March 28, 2026, we have recorded a TRA liability of $4,021 million.
Reworded paragraphs (40)
Previous wording
•We generated net sales of $7.4 billion, net income of $0.2 billion, and Adjusted EBITDA of $0.8 billion, representing a net income margin of 3.3% and an Adjusted EBITDA Margin of 10.6%.
Current wording
•We generated net sales of $7.7 billion, net income of $0.1 billion, and Adjusted EBITDA of $1.1 billion, representing a net income margin of 1.8% and an Adjusted EBITDA Margin of 13.8%.
Previous wording
•During that period, Medline Brand segment net sales and Segment Adjusted EBITDA were $3.5 billion and $0.8 billion, respectively, which represented 47.1% of total net sales and 80.4% of Segment Adjusted EBITDA, respectively. Supply Chain Solutions segment net sales and Segment Adjusted EBITDA were $3.9 billion and $0.2 billion, respectively, which represented 52.9% of total net sales and 19.6% of Segment Adjusted EBITDA, respectively.
Current wording
•During that period, Medline Brand segment net sales and Segment Adjusted EBITDA were $3.5 billion and $1.1 billion, respectively, which represented 46.1% of total net sales and 83.9% of Segment Adjusted EBITDA, respectively. Supply Chain Solutions segment net sales and Segment Adjusted EBITDA were $4.1 billion and $0.2 billion, respectively, which represented 53.9% of total net sales and 16.1% of Segment Adjusted EBITDA, respectively.
Previous wording
During the three months ended March 28, 2026 our results and operations were impacted by various factors and trends, including those discussed below. For additional information regarding factors and trends that may impact our results and operations, see Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K.
Current wording
During the three and six months ended June 27, 2026 our results and operations were impacted by various factors and trends, including those discussed below. For additional information regarding factors and trends that may impact our results and operations, see Part II, “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Form 10-K.
Previous wording
The current U.S. and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, has resulted in uncertainty surrounding the future state of the global economy. While the global tariff environment is unpredictable, as a global company with strategically located and owned manufacturing, combined with a broadly diversified sourcing footprint, we believe we are well-positioned to mitigate potential supply chain challenges. We have multiple mitigation levers at our disposal, which include strategically re-allocating production to other parts of the world, leveraging our new and existing supplier base, optimizing procurement and sourcing of key inputs and raw materials, driving efficiencies and optimizing our own manufacturing footprint, pursuing available tariff mitigation measures, such as qualified exclusions, engaging with relevant industry and policy partners, and lastly, enacting selective price increases in a thoughtful and strategic way where needed. For the three months ended March 28, 2026, the net impact to income before taxes from tariffs and tariff developments was approximately $120 million. The actual full year impact may vary based on changes in tariff rates, duration of tariffs, scope of tariffs, and potential mitigation levers.
Current wording
The current U.S. and international political environment, including existing and potential changes to U.S. policies related to global trade and tariffs, has resulted in uncertainty surrounding the future state of the global economy. We continue to actively monitor developments in the global tariff environment and evaluate their potential impact on our business, financial condition, customers, and suppliers, as well as actions available to reduce our related financial exposure. While the global tariff environment remains unpredictable, as a global company with strategically located and owned manufacturing and a broadly diversified sourcing footprint, we believe we are well-positioned to address potential supply chain challenges. We have multiple levers at our disposal, including strategically reallocating production to other parts of the world, leveraging our new and existing supplier base, optimizing procurement and sourcing of key inputs and raw materials, optimizing our manufacturing footprint, engaging with relevant industry and policy partners, and, where needed, enacting price increases in a thoughtful and strategic way. Nevertheless, we may not be able to establish alternative sources of supply or fully mitigate the financial impact of tariffs across all products we source or manufacture. For the three and six months ended June 27, 2026, the net impact to income before taxes from tariffs and tariff developments was approximately $110 million and $230 million, respectively, before giving effect to the tariff refund recoveries and related customer repayments discussed below. The actual full year impact may vary based on the tariff rate changes, duration, scope, and effectiveness of our mitigation efforts.
Previous wording
On February 28, 2026, a military conflict commenced in the Middle East. The ongoing geopolitical conflicts in the region have resulted in, and could continue to result in, significant disruption of energy supplies and increases in global energy prices, which could heighten inflationary pressures, disrupt global supply chains and adversely impact consumer spending patterns. We will continue to evaluate the evolving macroeconomic environment and seek to take actions to mitigate the impact, if any, on our business and financial condition.
Current wording
In addition, ongoing geopolitical conflicts, including in the Middle East, have resulted in, and could continue to result in, significant disruption of energy supplies and increases in global energy prices, which have heightened and could continue to heighten inflationary pressures, disrupt global supply chains, and adversely impact consumer spending patterns. We will continue to evaluate the evolving macroeconomic environment and seek to take actions to mitigate the impact, if any, on our business and financial condition.
Previous wording
On March 10, 2026, we completed an underwritten public offering of an aggregate of 86,250,000 shares of Class A common stock (including 11,250,000 shares of Class A common stock issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) sold by a wholly owned subsidiary of Abu Dhabi Investment Authority and certain affiliates of our Sponsors (collectively, the “Selling Stockholders”) at a public offering price of $41.00 per share, for aggregate gross proceeds of approximately $3.5 billion to the Selling Stockholders (the “March 2026 Resale Offering”). This transaction resulted in the issuance of 33,963,901 shares of Class A common stock in connection with the exchange of Common Units by the Selling Stockholders for the three months ended March 28, 2026. The exchange reduced the ownership of noncontrolling interest in Medline Holdings by approximately 3% and is expected to lead to higher net income attributable to the Company. We did not sell any shares in this March 2026 Resale Offering and did not receive any of the proceeds from the sale of the shares of Class A common stock in this March 2026 Resale Offering. We paid the offering expenses associated with the sale of the shares by the Selling Stockholders, net of the underwriting discounts and commissions.
Current wording
On March 10, 2026, we completed an underwritten public offering of an aggregate of 86,250,000 shares of Class A common stock (including 11,250,000 shares of Class A common stock issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) sold by a wholly owned subsidiary of Abu Dhabi Investment Authority and certain affiliates of our Sponsors (collectively, the “March 2026 Selling Stockholders”) at a public offering price of $41.00 per share, for aggregate gross proceeds of approximately $3.5 billion to the Selling Stockholders (the “March 2026 Resale Offering”). This transaction resulted in the issuance of 33,963,901 shares of Class A common stock in connection with the exchange of Common Units by the March 2026 Selling Stockholders for the six months ended June 27, 2026. The exchange reduced the ownership of noncontrolling interest in Medline Holdings by approximately 3% and will increase the net income attributable to the Company in a proportionate amount. We did not sell any shares in this March 2026 Resale Offering and did not receive any of the proceeds from the sale of the shares of Class A common stock in this March 2026 Resale Offering. We paid the offering expenses associated with the sale of the shares by the March 2026 Selling Stockholders, net of the underwriting discounts and commissions.
Previous wording
We incurred initial costs associated with public company reporting requirements during fiscal years 2026 and 2025, and we expect to continue to incur additional costs associated with operating as a public company. We expect that these costs will include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, requires public companies to implement specified corporate governance practices that were not inapplicable to us as a private company. These additional rules and regulations will increase our legal, regulatory, financial, and insurance compliance costs and will make some activities more time-consuming and costly.
Current wording
We incurred costs associated with public company reporting requirements during fiscal years 2026 and 2025, and we expect to continue to incur additional costs associated with operating as a public company. These costs include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, requires public companies to implement specified corporate governance practices that were previously inapplicable to us as a private company. These additional rules and regulations increase our legal, regulatory, financial, and insurance compliance costs and make some activities more time-consuming and costly.
Previous wording
Prior to the completion of the IPO, we executed the Reorganization, resulting in Medline Inc. becoming the sole general partner of Medline Holdings, with its sole material asset being a controlling equity interest in Medline Holdings. As the general partner of Medline Holdings, Medline Inc. now operates and controls all of the business and affairs of Medline Holdings, and has the obligation to absorb losses and receive benefits from Medline Holdings and, through Medline Holdings and its subsidiaries, operate the business. The Reorganization has been accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Medline Inc. recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as presented in the historical financial statements of Medline Holdings. Medline Inc. consolidates Medline Holdings on its consolidated financial statements and records a noncontrolling interest, which pertains to partnership interests in Medline Holdings held by pre-IPO owners.
Current wording
On December 18, 2025, we completed our IPO, which generated net proceeds of approximately $7,048 million after deducting underwriting discounts and commissions of approximately $157 million, but before deducting offering expenses of approximately $40 million. Prior to the completion of the IPO, we executed the Reorganization, resulting in Medline Inc. becoming the sole general partner of Medline Holdings, with its sole material asset being a controlling equity interest in Medline Holdings. As the general partner of Medline Holdings, Medline Inc. now operates and controls all of the business and affairs of Medline Holdings, and has the obligation to absorb losses and receive benefits from Medline Holdings and, through Medline Holdings and its subsidiaries, operate the business. The Reorganization has been accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Medline Inc. recognize the assets and liabilities received in the Reorganization at their historical carrying amounts, as presented in the historical financial statements of Medline Holdings. Medline Inc. consolidates Medline Holdings on its consolidated financial statements and records a noncontrolling interest, which pertains to partnership interests in Medline Holdings held by pre-IPO owners. See “Note 1—Nature of Business and Significant Accounting Policies—Reorganization” to our unaudited condensed consolidated financial statements, included under Part I, “Item 1—Financial Statements” of this Quarterly Report for additional information on the reorganization transactions.
Previous wording
In connection with the Reorganization and the IPO, we also entered into a tax receivable agreement (“TRA”) with certain pre-IPO owners. See “—Liquidity and Capital Resources—Tax Receivable Agreement” for additional information.
Current wording
In connection with the Reorganization and the IPO, we also entered into a tax receivable agreement (“TRA”) with certain pre-IPO owners. See “—Liquidity and Capital Resources—Tax Receivable Agreement” for additional information. Further, in connection with the Reorganization and the IPO, we also entered into an exchange agreement with the Continuing Unitholders so that they may (subject to the terms of the exchange agreement) exchange their Common Units (including Common Units issued upon conversion of vested Incentive Units) for shares of Class A common stock of Medline Inc. on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, whereupon an equivalent number of shares of Class B common stock held by each such Continuing Unitholder will be automatically transferred to us and cancelled and retired upon any such exchange.
Previous wording
Net salesfor the three months ended March 28, 2026 increased $708 million, or 10.7%, to$7,352 million, compared to $6,644 million for the respective period in 2025, primarily driven by organic growth with foreign currency exchange rates having an immaterial impact on net sales. Organic net sales growth was substantially all related to increased volumes with pricing having an immaterial impact.
Current wording
Net sales for the three months ended June 27, 2026 increased $799 million, or 11.6%, to $7,685 million, compared to $6,886 million for the respective period in 2025, primarily driven by organic growth with foreign currency exchange rates having an immaterial impact on net sales. Organic net sales growth was substantially all related to increased volumes with pricing having an immaterial impact.
Previous wording
Net sales for the U.S. business for the three months ended March 28, 2026 increased $663 million, or 10.7%, to $6,857 million, compared to $6,194 million for the respective period in 2025, primarily due to volume growth in Prime Vendor net sales, which for the three months ended March 28, 2026 increased $653 million, or 15.3%, to $4,913 million, compared to $4,260 million for the respective period in 2025.
Current wording
Net sales for the U.S. business for the three months ended June 27, 2026 increased $753 million, or 11.8%, to $7,152 million, compared to $6,399 million for the respective period in 2025, primarily due to volume growth in Prime Vendor net sales, which for the three months ended June 27, 2026 increased $808 million, or 18.3%, to $5,226 million, compared to $4,418 million for the respective period in 2025. The growth was partially offset by $89 million customer repayments associated with tariff refunds.
Previous wording
Net sales for the U.S. acute care business, which includes both Prime Vendor and non-Prime Vendor customers, increased $553 million, or 12.1%, to $5,125 million, compared to $4,572 million for the respective period in 2025, primarily driven by volume growth. Net sales for the U.S. non-acute care business increased $110 million, or 6.8%, to $1,732 million, compared to $1,622 million for the respective period in 2025, primarily driven by volume growth.
Current wording
Net sales for the U.S. acute care business, which includes both Prime Vendor and non-Prime Vendor customers, increased $691 million, or 14.7%, to $5,407 million, compared to $4,716 million for the respective period in 2025, primarily driven by volume growth, partially offset by $48 million customer repayments associated with tariff refunds. Net sales for the U.S. non-acute care business increased $62 million, or 3.7%, to $1,745 million, compared to $1,683 million for the respective period in 2025, primarily driven by volume growth, partially offset by $41 million customer repayments associated with tariff refunds.
Previous wording
Cost of goods sold for the three months ended March 28, 2026 increased $691 million, or 14.3%, to $5,511 million, compared to $4,820 million for the respective period in 2025, primarily driven by the growth in net sales and higher import costs due to tariffs. Gross profit margin was impacted negatively by sales to new Prime Vendor customers that typically have lower margins in early periods and impacted positively by increased sales to existing Prime Vendor customers as we shift sales from Supply Chain Solutions third-party national brand products to Medline Brand products. Gross profit as a percentage of sales decreased from 27.5% for the three months ended March 29, 2025 to 25.0% for the three months ended March 28, 2026, primarily driven by higher import costs due to tariffs.
Current wording
Cost of goods sold for the three months ended June 27, 2026 increased $489 million, or 9.8%, to $5,470 million, compared to $4,981 million for the respective period in 2025, primarily driven by the growth in net sales and higher import costs due to tariffs, partially offset by tariff refunds. Gross profit as a percentage of sales increased from 27.7% for the three months ended June 28, 2025 to 28.8% for the three months ended June 27, 2026, primarily driven by net tariff refunds, partially offset by higher import costs due to tariffs.
Previous wording
Selling, General, and Administrative (“SG&A”) expenses for the three months ended March 28, 2026 increased $158 million, or 14.8%, to $1,228 million, compared to $1,070 million for the respective period in 2025, primarily due to $92 million of higher compensation and benefit expenses related to investments in headcount, inclusive of $18 million of one-time employee bonuses related to the IPO, which are subject to an ongoing service requirement, and $27 million related to higher distribution expense, including outbound freight. The prior year also included $30 million related to the favorable settlement of an intellectual property dispute, partially offset by $24 million of credit loss expense related to certain customer receivables, neither of which recurred in 2026.
Current wording
Selling, General, and Administrative (“SG&A”) expenses for the three months ended June 27, 2026 increased $222 million, or 20.7%, to $1,295 million, compared to $1,073 million for the respective period in 2025, primarily due to $156 million of higher compensation and benefit expenses related to investments in headcount, inclusive of$15 million of one-time employee bonuses related to the IPO, which are subject to an ongoing service requirement, and $24 million related to higher distribution expense, including outbound freight. The prior year also included$13 million related to the favorable settlement of an intellectual property dispute, partially offset by$8 million of credit loss expense related to certain customer receivables, neither of which recurred in 2026.
Previous wording
Interest expense, net for the three months ended March 28, 2026 decreased $74 million, or 35.2%, to $136 million, compared to $210 million for the respective period in 2025, primarily due to 2025 repayment of Euro Term and Dollar Term loans from IPO proceeds and lower variable interest rates.
Current wording
Interest expense, net for the three months ended June 27, 2026 decreased $104 million, or 46.6%, to $119 million, compared to $223 million for the respective period in 2025, primarily driven by 2025 repayment of term loan facilities with IPO proceeds and lower interest rates.
Previous wording
Foreign exchange gain (loss), net for the three months ended March 28, 2026 increased $27 million to a gain of $4 million, compared to a loss of $23 million for the respective period in 2025, primarily due to unfavorable foreign exchange rate movement on certain settled borrowings denominated in the Euro in 2025.
Current wording
Foreign exchange gain (loss), net for the three months ended June 27, 2026 increased $61 million to a gain of $1 million, compared to a loss of $60 million for the respective period in 2025, primarily due to unfavorable foreign exchange rate movement on certain settled borrowings denominated in the Euro in 2025.
Previous wording
Provision for income taxes for the three months ended March 28, 2026 increased $36 million to$52 million, compared to$16 million for the respective period in 2025, primarily due to tax changes associated with the Reorganization, which subjected a greater portion of earnings to corporate‑level U.S. federal and state income taxes.
Current wording
Provision for income taxes for the three months ended June 27, 2026 increased $70 million to $96 million, compared to $26 million for the respective period in 2025, primarily due to the additional income related to tariff refunds and tax changes associated with the Reorganization, which subjected a greater portion of earnings to corporate‑level U.S. federal and state income taxes.
Previous wording
Net sales for the International business for the three months ended March 28, 2026 increased $45 million, or 10.0%, to $495 million, compared to $450 million for the respective period in 2025, primarily driven by favorable foreign currency exchange rates.
Current wording
Net sales for the International business for the six months ended June 27, 2026 increased $91 million, or 9.7%, to $1,028 million, compared to $937 million for the respective period in 2025, primarily driven by volume growth and favorable foreign currency exchange rates.
Previous wording
The following table compares business segment net sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA marginfor the three months ended March 28, 2026 and March 29, 2025.
Current wording
The following table compares business segment net sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA margin for the three and six months ended June 27, 2026 and June 28, 2025:
Previous wording
Medline Brand segment net sales for the three months ended March 28, 2026 increased $201 million, or 6.2%, to $3,465 million, compared to $3,264 million for the respective period in 2025. The increase was primarily driven by volume growth in Prime Vendor sales of Medline Brand products for the three months ended March 28, 2026, which increased $152 million, or 10.5%, to $1,605 million, compared to $1,453 million for the respective period in 2025.
Current wording
Medline Brand segment net sales for the three months ended June 27, 2026 increased $218 million, or 6.6%, to $3,540 million, compared to $3,322 million for the respective period in 2025. The increase was primarily driven by volume growth in Prime Vendor sales of Medline Brand products for the three months ended June 27, 2026, which increased $231 million, or 15.7%, to $1,707 million, compared to $1,476 million for the respective period in 2025, partially offset by $89 million customer repayments associated with tariff refunds.
Previous wording
Surgical Solutions net sales for the three months ended March 28, 2026 increased $107 million, or 7.4%, to $1,554 million, compared to $1,447 million for the respective period in 2025, primarily driven by volume growth in operating room and kitting products. Front Line Care net sales for the three months ended March 28, 2026 increased $92 million, or 6.0%, to $1,618 million, compared to $1,526 million for the respective period in 2025, primarily driven by volume growth, including exam gloves and personal care products. Laboratory and Diagnostics net sales for the three months ended March 28, 2026 stayed approximately flat, compared to the respective period in 2025. The volume growth in Laboratory and Diagnostics was partially offset by lower seasonal demand due to a less severe respiratory illness season compared to the prior year.
Current wording
Surgical Solutions net sales for the three months ended June 27, 2026 increased $131 million, or 8.7%, to $1,640 million, compared to $1,509 million for the respective period in 2025, primarily driven by volume growth in kitting and operating room products, partially offset by customer repayments associated with tariff refunds. Front Line Care net sales for the three months ended June 27, 2026 increased $60 million, or 3.8%, to $1,652 million, compared to $1,592 million for the respective period in 2025, primarily driven by volume growth, including exam gloves and personal care products, partially offset by customer repayments associated with tariff refunds. Laboratory and Diagnostics net sales for the three months ended June 27, 2026 increased $27 million, or 12.2%, to $248 million, compared to $221 million for the respective period in 2025, primarily driven by volume growth in laboratory products.
Previous wording
Supply Chain Solutions segment net sales for the three months ended March 28, 2026 increased $507 million, or 15.0%, to $3,887 million, compared to $3,380 million for the respective period in 2025. The increase was primarily driven by volume growth in Prime Vendor sales for the three months ended March 28, 2026, which increased $501 million, or 17.8%, to $3,308 million, compared to $2,807 million for the respective period in 2025, including implementation of new relationships and growth with existing customers.
Current wording
Supply Chain Solutions segment net sales for the three months ended June 27, 2026 increased $581 million, or 16.3%, to $4,145 million, compared to $3,564 million for the respective period in 2025. The increase was primarily driven by volume growth in Prime Vendor sales for the three months ended June 27, 2026, which increased $577 million, or 19.6%, to $3,519 million, compared to $2,942 million for the respective period in 2025, including implementation of new relationships and growth with existing customers.
Previous wording
Supply Chain Solutions Segment Adjusted EBITDA for the three months ended March 28, 2026 increased $5 million, or 2.7%, to $187 million, compared to $182 million for the respective period in 2025. Supply Chain Solutions Segment Adjusted EBITDA margin decreased to 4.8% from 5.4%, primarily due to customer mix from new Prime Vendor signings at lower margins and higher operating expenses.
Current wording
Supply Chain Solutions Segment Adjusted EBITDA for the three months ended June 27, 2026 increased $3 million, or 1.5%, to $204 million, compared to $201 million for the respective period in 2025. Supply Chain Solutions Segment Adjusted EBITDA margin decreased to 4.9% from 5.6%, primarily due to customer mix from new Prime Vendor signings at lower margins and higher operating expenses.
Previous wording
(2)For the three months ended March 29, 2025, represents a settlement adjustment of $(8) million related to the ethylene oxide litigation, $(30) million related to settlement of an intellectual property dispute, and $4 million related to other legal settlements.
Current wording
(2)For the three months ended June 28, 2025, represents $(13) million related to settlement of an intellectual property dispute. For the six months ended June 28, 2025, represents a settlement adjustment of $(8) million related to the ethylene oxide litigation, $(43) million related to settlement of an intellectual property dispute, and $4 million related to other legal settlements.
Previous wording
(3)For the three months ended March 28, 2026 and March 29, 2025, respectively, includes $27 million and $4 million of expenses related to our IPO and subsequent offerings, consisting of legal, accounting, and advisory fees, as well as one-time employee bonuses, which are subject to an ongoing service requirement, and $8 million and $8 million of acquisition and integration-related costs and adjustments.
Current wording
(3)For the three and six months ended June 27, 2026 and June 28, 2025, respectively, includes $30 million, $4 million, $57 million and $8 million of expenses related to our IPO and subsequent offerings, consisting of legal, accounting, and advisory fees, as well as one-time employee bonuses, which are subject to an ongoing service requirement, and $(1) million, $7 million, $7 million and $15 million of acquisition and integration-related costs and adjustments.
Previous wording
(4)For the three months ended March 28, 2026 and March 29, 2025, respectively, includes $9 million and $5 million of other project costs; $(4) million and $22 million of realized and unrealized foreign exchange and investment (gains) losses; and $(4) million and $24 million credit (recoveries) loss expense related to certain customer receivables. The three months ended March 28, 2026 also includes $8 million of losses on disposal of assets and exits.
Current wording
(4)For the three and six months ended June 27, 2026 and June 28, 2025, respectively, includes $14 million, $7 million, $23 million and $12 million of other project costs; $(1) million, $60 million, $(5) million and $82 million of realized and unrealized foreign exchange and investment (gains) losses; and $(2) million, $8 million, $(6) million and $32 million credit (recoveries) loss expense related to certain customer receivables. The three and six months ended June 27, 2026, respectively, includes $(2) million and $6 million of (gains) losses on disposal of assets and exits. The three and six months ended June 27, 2026 also includes loss of $336 million attributable to fire at distribution center in Tracy, California, and $45 million of loss on debt extinguishment and other debt refinancing costs and fees.
Previous wording
Our primary sources of liquidity are our cash and cash equivalents, our cash flows from operations, and our revolving credit facility. As of March 28, 2026, we had cash and cash equivalents of$2,236 million and available liquidity under our Revolving Credit Facility of$946 million.
Current wording
Our primary sources of liquidity are our cash and cash equivalents, our cash flows from operations, and our revolving credit facility. As of June 27, 2026, we had cash and cash equivalents of $2,327 million and available liquidity under our Revolving Credit Facility of $946 million.
Previous wording
Our primary uses of cash include product purchases, operating costs, personnel-related costs, capital expenditures related to property and equipment, acquisitions, payments of interest under our indebtedness, and distributions to partners.
Current wording
Our primary uses of cash include product purchases, operating costs, personnel-related costs, capital expenditures related to property and equipment, acquisitions, payments of interest under our indebtedness, distributions to noncontrolling interest holders, and payments on tax receivable agreement.
Previous wording
Our net capital expenditures were$96 million and $98 millionfor the three months ended March 28, 2026 and March 29, 2025, respectively. These include the continued enhancements and automation in our distribution centers and investments in our manufacturing facilities in Mexico and other regions. We anticipate the net capital expenditures for the fiscal year 2026 to be approximately $500 million, primarily related to the expansion of manufacturing facilities and distribution centers and further investment in automation.
Current wording
Our net capital expenditures were $207 million and $208 million for the six months ended June 27, 2026 and June 28, 2025, respectively. These include the continued enhancements and automation in our distribution centers and investments in our manufacturing facilities in Mexico and other regions. We anticipate the net capital expenditures for the fiscal year 2026 to total up to $600 million, primarily related to the expansion of manufacturing facilities and distribution centers, further investment in automation, and investments in capital equipment lost in the Tracy fire.
Previous wording
After completion of the IPO, Medline Inc. became our holding company and has no material assets other than its ownership of Common Units in Medline Holdings. Medline Inc. has no independent means of generating net sales. Medline Inc. intends to cause Medline Holdings to make distributions and payments to its holders of Units, including Medline Inc. and the Continuing Unitholders, in an amount sufficient to cover all applicable taxes at assumed tax rates, expenses, payments under the tax receivable agreement and dividends, if any, declared by it. Deterioration in the financial condition, earnings or cash flow of Medline Holdings and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, the terms of our financing arrangements, including the Credit Agreement that governs the Senior Secured Credit Facilities and the indentures governing the Senior Notes (as defined herein), contain covenants that may restrict Medline Holdings and its subsidiaries from paying such distributions, subject to certain exceptions. Further, Medline Holdings is generally prohibited under Delaware law from making a distribution to a limited partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Medline Holdings (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Medline Holdings are generally subject to similar legal limitations on their ability to make distributions to Medline Holdings. See Part I, “Item 1A—Risk Factors—Risks Related to Our Organizational Structure—Medline Inc. is a holding company and its only material assets are its equity interests held directly or indirectly through wholly owned subsidiaries in Medline Holdings, and it is accordingly dependent upon distributions from Medline Holdings to pay taxes, make payments under the tax receivable agreement and pay any dividends.” of our 2025 Form 10-K.
Current wording
After completion of the IPO, Medline Inc. became our holding company and has no material assets other than its ownership of Common Units in Medline Holdings. Medline Inc. has no independent means of generating net sales. Medline Inc. intends to cause Medline Holdings to make distributions and payments to its holders of Units, including Medline Inc. and the Continuing Unitholders, in an amount sufficient to cover all applicable taxes at assumed tax rates, expenses, payments under the tax receivable agreement and dividends, if any, declared by it. Deterioration in the financial condition, earnings or cash flow of Medline Holdings and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, the terms of our financing arrangements, including the Credit Agreement that governs the Senior Secured Credit Facilities and certain indentures governing the Senior Notes, contain covenants that may restrict Medline Holdings and its subsidiaries from paying such distributions, subject to certain exceptions. Further, Medline Holdings is generally prohibited under Delaware law from making a distribution to a limited partner to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Medline Holdings (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Medline Holdings are generally subject to similar legal limitations on their ability to make distributions to Medline Holdings. See Part I, “Item 1A—Risk Factors—Risks Related to Our Organizational Structure—Medline Inc. is a holding company and its only material assets are its equity interests held directly or indirectly through wholly owned subsidiaries in Medline Holdings, and it is accordingly dependent upon distributions from Medline Holdings to pay taxes, make payments under the tax receivable agreement and pay any dividends.” of our 2025 Form 10-K.
Previous wording
The following table sets forth the major components of our unaudited Condensed Consolidated Statements of Cash Flows for the periods presented:
Current wording
The following table sets forth the major components of ourunaudited Condensed Consolidated Statements of Cash Flows for the periods presented:
Previous wording
Net cash provided by operating activities for the three months ended March 28, 2026 was prima rily driven bynet income excluding non-cash items, partially offset by changes in working capital. Changes in working capital resulted in net cash used of $161 million, which is primarily driven by an increase in trade accounts receivable of $146 million due to sales growth and an increase in inventories of $42 million.
Current wording
Net cash provided by operating activities for the six months ended June 27, 2026 was prima rily driven bynet income excluding non-cash items, partially offset by changes in working capital. Changes in working capital resulted in net cash used of $324 million, which is primarily driven by an increase in other assets of $279 million related to the IEEPA tariff refund receivable, and an increase in trade accounts receivable of $148 million due to sales growth, partially offset by an increase in accrued expenses and other current liabilities of $89 million related to customer repayments associated with tariff refunds.
Previous wording
Net cash provided by operating activities for the three months ended March 29, 2025 was primarily driven by net income excluding non-cash items. Changes in working capital resulted in net cash provided of $5 million, which is primarily driven by an increase in trade accounts receivable of $98 million, partially offset by a decrease in inventories of $71 million and an increase in accounts payable of $35 million.
Current wording
Net cash provided by operating activities for the six months ended June 28, 2025 was primarily driven by net income excluding non-cash items, partially offset by changes in working capital. Changes in working capital resulted in net cash used of $502 million, which is primarily driven by an increase in inventories of $160 million including tariff impacts, an increase in trade accounts receivable of $149 million, and payment of a litigation accrual of$166 million.
Previous wording
For the three months ended March 29, 2025, net cash used in investing activities was driven by net capital expenditures of $98 million, partially offset by $6 million related to acquisitions of business.
Current wording
For the six months ended June 27, 2026, net cash used in investing activities was driven by short-term investments in time deposits of $350 million and net capital expenditures of $207 million.
Previous wording
For the three months ended March 28, 2026, net cash used in investing activities was driven by net capital expenditures of $96 million.
Current wording
For the six months ended June 28, 2025, net cash used in investing activities was primarily driven by net capital expenditures of $208 million and payments for asset acquisitions of $33 million.
Previous wording
For the three months ended March 28, 2026, net cash used in financing activities was primarily driven by $10 million of distributions to noncontrolling interests and $3 million of payments related to offering costs.
Current wording
For the six months ended June 27, 2026, net cash used in financing activities was primarily driven by distributions to noncontrolling interests of $123 million and $41 million net repayment of long-term borrowings.
Previous wording
For the three months ended March 29, 2025, net cash used in financing activities was driven by Class B Unit repurchases of $9 million.
Current wording
For the six months ended June 28, 2025, net cash used in financing activities was primarily driven by distribution to partners of $303 million, repayment for long-term borrowings of $19 million, and Class B Unit repurchases of $15 million.
Previous wording
As of March 28, 2026, our total indebtedness was $12,755 million, including outstanding borrowings of senior unsecured notes with a principal amount of $2,500 million, senior secured notes with a principal amount of $6,000 million, and $4,255 million under a senior secured term loan facility.
Current wording
As of June 27, 2026, our total indebtedness was $12,750 million, including outstanding borrowings of senior unsecured notes with a principal amount of $2,500 million, senior secured notes with a principal amount of $7,500 million, and $2,750 million under a senior secured term loan facility.
Previous wording
Our long-term debt contains affirmative and negative covenants. We were in compliance with all such covenants as of March 28, 2026. The springing financial covenant under the Credit Agreement, which is applicable solely to the Revolving Credit Facility, requires compliance with a maximum ratio of consolidated first lien net indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) of 8.3x, which ratio is tested on the last day of any fiscal quarter only if the aggregate principal amount of borrowings (excluding outstanding letters of credit (whether or not cash collateralized)) under the Revolving Credit Facility exceeds 35% of the greater of (a) the total amount of commitments under the Revolving Credit Facility on such day and (b) $1,000 million. While the springing financial covenant was not subject to testing as of March 28, 2026 as we did not have any outstanding borrowings under the Revolving Credit Facility at such time, our ratio of consolidated first lien net indebtedness to Consolidated EBITDA as of the last day of any applicable fiscal quarter has not exceeded the maximum ratio permitted under the springing financial covenant. The failure to satisfy this ratio would impact our ability to borrow amounts committed under our Revolving Credit Facility which could have a material impact on our liquidity.
Current wording
Our long-term debt contains affirmative and negative covenants, including under the Credit Agreement, as amended, and the indentures governing the Senior Notes. We were in compliance with all such covenants as of June 27, 2026. The springing financial covenant under the Credit Agreement, which is applicable solely to the Revolving Credit Facility, requires compliance with a maximum ratio of consolidated first lien net indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) of 8.3x, which ratio is tested on the last day of any fiscal quarter only if the aggregate principal amount of borrowings (excluding outstanding letters of credit (whether or not cash collateralized)) under the Revolving Credit Facility exceeds 35% of the greater of (a) the total amount of commitments under the Revolving Credit Facility on such day and (b) $1,000 million. While the springing financial covenant was not subject to testing as of June 27, 2026 as we did not have any outstanding borrowings under the Revolving Credit Facility at such time, our ratio of consolidated first lien net indebtedness to Consolidated EBITDA as of the last day of any applicable fiscal quarter has not exceeded the maximum ratio permitted under the springing financial covenant. The failure to satisfy this ratio would impact our ability to borrow amounts committed under our Revolving Credit Facility which could have a material impact on our liquidity.
Previous wording
During the three months ended March 28, 2026, there were no material changes to the contractual obligations from those disclosed in our 2025 Form 10-K.
Current wording
During the six months ended June 27, 2026, other than the refinancing transactions described above and in Note 5—Credit Agreements and Borrowings to our unaudited condensed consolidated financial statements included under Part I, “Item 1—Financial Statements” of this Quarterly Report, there were no material changes to the contractual obligations from those disclosed in our 2025 Form 10-K.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
For the six months ended June 27, 2026, our financial results were as follows:
Current report — wording carried from elsewhere
•We generated net sales of $15.0 billion, net income of $0.4 billion, and Adjusted EBITDA of $1.8 billion, representing a net income margin of 2.5% and an Adjusted EBITDA Margin of 12.2%.
Current report — wording carried from elsewhere
•During that period, Medline Brand segment net sales and Segment Adjusted EBITDA were $7.0 billion and $1.8 billion, respectively, which represented 46.6% of total net sales and 82.4% of Segment Adjusted EBITDA, respectively. Supply Chain Solutions segment net sales and Segment Adjusted EBITDA were $8.0 billion and $0.4 billion, respectively, which represented 53.4% of total net sales and 17.6% of Segment Adjusted EBITDA, respectively.
Current report — wording carried from elsewhere
On May 28, 2026, we completed an underwritten public offering of an aggregate of 72,554,594 shares of Class A common stock sold by a wholly owned subsidiary of Abu Dhabi Investment Authority and certain affiliates of our Sponsors (collectively, the “May 2026 Selling Stockholders”) at a public offering price of $37.00 per share, for aggregate gross proceeds of approximately $2.7 billion to the May 2026 Selling Stockholders (the “May 2026 Resale Offering”). This transaction resulted in the issuance of 29,505,565 shares of Class A common stock in connection with the exchange of Common Units by the May 2026 Selling Stockholders for the six months ended June 27, 2026. The exchange reduced the ownership of noncontrolling interest in Medline Holdings by approximately 2% and will increase the net income attributable to the Company in a proportionate amount. We did not sell any shares in this May 2026 Resale Offering and did not receive any of the proceeds from the sale of the shares of Class A common stock in this May 2026 Resale Offering. We paid the offering expenses associated with the sale of the shares by the May 2026 Selling Stockholders, net of the underwriting discounts and commissions.
Current report — wording carried from elsewhere
Net sales for the six months ended June 27, 2026 increased $1,507 million, or 11.1%, to $15,037 million, compared to $13,530 million for the respective period in 2025, primarily driven by organic growth with foreign currency exchange rates having an immaterial impact on net sales. Organic net sales growth was substantially all related to increased volumes with pricing having an immaterial impact.
Current report — wording carried from elsewhere
Cost of Goods Sold and Gross Profit
Current report — wording carried from elsewhere
SG&A expenses for the six months ended June 27, 2026 increased $380 million, or 17.7%, to $2,523 million, compared to $2,143 million for the respective period in 2025, primarily due to $248 million of higher compensation and benefit expenses related to investments in headcount, inclusive of $33 million of one-time employee bonuses related to the IPO, which are subject to an ongoing service requirement, and $51 million related to higher distribution expense, including outbound freight. The prior year also included $43 million related to the favorable settlement of an intellectual property dispute, partially offset by $32 million of credit loss expense related to certain customer receivables, neither of which recurred in 2026.
Current report — wording carried from elsewhere
Foreign exchange gain (loss), net for the six months ended June 27, 2026 increased $88 million to a gain of $5 million, compared to a loss of $83 million for the respective period in 2025, primarily due to unfavorable foreign exchange rate movement on certain settled borrowings denominated in the Euro in 2025.
Current report — wording carried from elsewhere
Provision for income taxes for the six months ended June 27, 2026 increased $106 million to $148 million, compared to $42 million for the respective period in 2025, primarily due to tax changes associated with the Reorganization, which subjected a greater portion of earnings to corporate‑level U.S. federal and state income taxes, and the additional income related to tariff refunds.
Current report — wording carried from elsewhere
Supply Chain Solutions Segment Adjusted EBITDA for the six months ended June 27, 2026 increased $8 million, or 2.1%, to $391 million, compared to $383 million for the respective period in 2025. Supply Chain Solutions Segment Adjusted EBITDA margin decreased to 4.9% from 5.5%, primarily due to customer mix from new Prime Vendor signings at lower margins and higher operating expenses.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the three months ended March 28, 2026 compared to the three months ended March 29, 2025