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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

Our common stock is traded on the Nasdaq Global Select Market tier of

the Nasdaq Stock Market, or Nasdaq,

under the symbol HSIC.

On February 7, 2023, there were approximately 88,000 holders of record of

our common stock and the last reported

sales price was $87.14.

A substantially greater number of holders of our common

stock are “street name” or

beneficial holders, whose shares are held by banks, brokers and other financial

institutions.

Purchases of Equity Securities by the Issuer

Our share repurchase program, announced on March 3, 2003, originally

allowed us to repurchase up to two million

shares pre-stock splits (eight million shares post-stock splits) of our common

stock, which represented

approximately 2.3% of the shares outstanding at the commencement

of the program.

Subsequent additional

increases totaling $4.5 billion, authorized by our Board of Directors,

to the repurchase program provide for a total

of $4.6 billion (including $400 million authorized on August 17, 2022) of shares

of our common stock to be

repurchased under this program.

As of December 31, 2022,

we had repurchased approximately $4.5 billion of common stock (87,180,669

shares)

under these initiatives, with $115 million available for future common stock share repurchases.

On February 8, 2023, our Board of Directors authorized the repurchase

of up to an additional $400 million in shares

of our common stock.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended December 31, 2022:

Total Number

Maximum Number

Total

of Shares

of Shares

Number

Average

Purchased as Part

that May Yet

of Shares

Price Paid

of Our Publicly

Be Purchased Under

Fiscal Month

Purchased (1)

Per Share

Announced Program

Our Program (2)

9/25/2022 through 10/29/2022

-

-

-

5,703,693

10/30/2022 through 11/26/2022

1,249,083

$

76.29

1,249,083

3,741,485

11/27/2022 through 12/31/2022

2,333,467

81.30

2,333,467

1,439,841

3,582,550

3,582,550

(1)

All repurchases were executed in the open market under our existing publicly announced authorized program.

(2)

The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the

closing price of our common stock at that time.

This table excludes shares withheld from employees to satisfy minimum tax

withholding requirements for equity-based transactions.

Dividend Policy

We have not declared any cash or stock dividends on our common stock during fiscal years 2022 or 2021.

We

currently do not anticipate declaring any cash or stock dividends on our common

stock in the foreseeable future.

We intend to retain earnings to finance the expansion of our business and for general corporate purposes, including

our share repurchase program.

Any declaration of dividends will be at the discretion of our Board of

Directors and

will depend upon the earnings, financial condition, capital requirements,

level of indebtedness, contractual

restrictions with respect to payment of dividends and other factors.

hsic-20221231p42i0

hsic-20221231p42i1

hsic-20221231p42i2

hsic-20221231p42i3

$50

$100

$150

$200

$250

$300

December

2017

December

2018

December

2019

December

2020

December

2021

December

2022

Henry Schein, Inc.

Dow Jones US Health Care Index

NASDAQ Composite Index

Stock Performance Graph

The graph below compares the cumulative total stockholder return

on $100 invested, assuming the reinvestment of

all dividends, on December 30, 2017, the last trading day before the

beginning of our 2018 fiscal year, through the

end of our 2022 fiscal year with the cumulative total return on $100

invested for the same period in the Dow Jones

U.S. Health Care Index and the Nasdaq Stock Market Composite Index.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL

RETURN

ASSUMES $100 INVESTED ON DECEMBER 30, 2017

ASSUMES DIVIDENDS REINVESTED

December 30,

December 29,

December 28,

December 26,

December 25,

December 31,

2017

2018

2019

2020

2021

2022

Henry Schein, Inc.

$

100.00

$

111.49

$

122.98

$

121.58

$

138.37

$

147.48

Dow Jones U.S. Health

Care Index

100.00

104.72

129.31

147.48

183.33

176.40

NASDAQ Stock Market

Composite Index

100.00

96.41

133.30

191.21

235.27

158.65

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