Medline Inc. Class A common stock

Strategic execution · Merger acquisition and divestiture risks

We may be unable to derive fully the anticipated benefits from our existing or future acquisitions, joint ventures, investments, dispositions, or other strategic transactions. Acquisitions, joint ventures, investments, dispositions, and other strategic transactions are an important part of our strategy to expand and enhance our products, services, and customer base and to enter new geographic areas.

Innovation and product development · Product development and randd investment risks

Significant challenges or delays in our sourcing of new products and technologies could have an adverse impact on our long-term success. Our continued growth and success depends on our ability to source new and differentiated products and services that address the evolving healthcare needs of patients, providers, and consumers.

Innovation and product development · Intellectual property protection and infringement

Any failure to obtain, maintain, protect and enforce our intellectual property rights, or the failure of the strength or scope of our intellectual property rights, could harm our business, financial condition, and results of operations. We rely on a combination of patents, trademarks for our material brands (e.g., Medline, Curad, Microtek, Hudson, and Proxima), copyrights, trade secrets, and other intellectual property rights in the United States and other countries.

Legal and litigation · Litigation and legal proceedings

We are involved in legal proceedings and disputes, which could adversely impact our business, results of operations, and financial condition. We are routinely party to a number of lawsuits, settlement discussions, mediations, arbitrations, demands, investigations, and other disputes, including those related to commercial matters and contracts, personal injury and product liability, state and federal labor and employment.

Legal and litigation · Intellectual property disputes

We may become subject to litigation brought by third parties claiming infringement, misappropriation, or other violation by us of their intellectual property rights. Our commercial success depends in part on avoiding infringement, misappropriation, or other violations of the intellectual property of third parties.

Industry regulation · Regulatory compliance and changes

Changes to the U.S. and global healthcare environments may not be favorable to us. The U.S. healthcare industry is subject to continued changes in public policy, laws, and regulations, including changes governing healthcare services, healthcare coverage, mandated benefits, efforts to promote increased transparency in the supply chain, further reduction of, or limitations on, governmental funding at the state or federal level.

Industry regulation · Safety and environmental regulations

We are subject to extensive environmental, health, and safety requirements, and our operations involve hazardous and other environmentally sensitive substances. We are subject to extensive federal, state, provincial, local, and international environmental, health, and safety requirements concerning, among other things, the health and safety of our employees, the generation, disposal, storage, registration, labeling, reporting, use, and transportation of hazardous and other environmentally sensitive substances (including PFAS).

Digital transformation and innovation · Technology obsolescence and evolution

Our inability to anticipate or adapt to major changes in available technology, benefit or coverage policies related to those changes, or the preferences of customers may cause our current product offerings to become less competitive or obsolete or require significant strategic changes. This, in turn, could cause us to incur increased capital expenditures and could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Reputation and brand · Esg environmental social governance performance

The increasing focus on ESG and sustainability matters or the failure or perceived failure to meet our ESG and sustainability goals may increase our costs, harm our reputation or adversely affect our business. Companies are facing increasing scrutiny from investors, customers, patients, consumers, employees, proxy advisory firms, nongovernmental organizations, and other stakeholders related to environmental, social, and governance ("ESG") matters.

Reputation and brand · Brand damage and negative publicity

Reputational value is based in large part on perceptions of subjective qualities, including the perception of our employees. Even an isolated incident, or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations, or litigation, and as a result, could tarnish our brand and lead to adverse effects on our business, financial condition, and results of operations.

Natural and catastrophic events · Climate change and environmental impact

Climate change or legal, regulatory or market measures to address climate change may negatively affect our business, results of operations, and financial condition. The physical impacts of climate change, including increased frequency and severity of natural disasters, sea levels rising, and extreme temperatures, may pose physical risks to our facilities and/or operations, and/or disrupt our supply chain.

Geopolitical and trade · International conflicts and tensions

Civil disturbances, geopolitical turmoil, including terrorism, war, or political or military coups (including, without limitation, the ongoing conflicts in Ukraine and the Middle East) could adversely affect our business. Global geopolitical conflicts, including the ongoing conflicts in Ukraine and the Middle East, could lead to significant economic downturns and market and other disruptions.

Economic and market conditions · Inflation and deflation pressures

Our profitability and cash flows may be adversely affected by inflationary pressures. Inflation has had, and may continue to have, a material impact on the cost to source materials or produce and distribute finished goods to customers. We may not be able to pass these elevated costs on to customers due to contractual or regulatory limits on pricing or customer pressure to reduce costs.

Supply chain and procurement · Supplier financial distress and capability

If any of our third-party manufacturers suffer any damage to facilities, lose benefits under their material agreements, experience power outages, encounter financial difficulties, are unable to secure necessary raw materials from their suppliers or suffer any other reduction in efficiency, experience a force majeure event, or fail to comply with regulatory requirements, we may experience significant business disruption.

Human capital and workforce · Talent acquisition and retention

We may be unable to attract, develop, and retain key employees. Our sales, technical, and other key personnel play an integral role in the development, marketing, and selling of new and existing products. We have observed an overall tightening and increasingly competitive labor market due to labor shortages, inflationary pressures and other macroeconomic factors including increased wages offered by other employers.

Supply chain and procurement · Raw material availability and cost volatility

Our manufacturing business is exposed to price fluctuations of key commodities, which may negatively impact our results of operations and cash flows. Our manufacturing business relies on product inputs, such as oil-based resins, pulp, cotton, nitrile, and vinyl, as well as other commodities, in the manufacture of its products. Prices of these commodities are volatile and have fluctuated in recent years.

Project and contract management · Government contract dependency

We also have contracts with government entities, which are subject to risks such as lack of funding, a government's refusal to make payments, and complex legal compliance requirements. Our government contracts might not be renewed or might be terminated for convenience by the government with little or no prior notice, which could have a material adverse effect on our business, results of operations, and financial condition.

International and currency · Foreign exchange and currency exposure

For the year ended December 31, 2025, 6.7% of our total net sales and 8.0% of our total expenses related to operations were in currencies other than U.S. dollars, with the majority of our international spend exposed to the euro, Canadian dollar, and Mexican peso. We do not currently have in place any foreign currency exchange rate hedges, and fluctuations in foreign currency exchange rates could have a significant impact on our results of operations.

Credit and liquidity · Liquidity and cash flow constraints

Our business may not generate sufficient cash flow from operations or future borrowings may not be available to us in an amount sufficient to enable us to service our debt, to refinance our debt, or to fund our other liquidity needs. Any refinancing or restructuring of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants.

International and currency · International operations and emerging markets

Our global operations are subject to risks that may materially adversely affect our business, results of operations, and financial condition. We import a significant percentage of our Medline Brand products from outside of the United States, including 5% of our costs of goods sold from China for the year ended December 31, 2025. As a result of our global operations, we may experience, among other things: difficulties and costs relating to staffing and managing foreign operations; difficulties and delays inherent in sourcing products, establishing channels of distribution, and contract manufacturing in foreign markets.