Henry Schein (HSIC) 10-K risk factor changes: FY2024 vs FY2023

risks could have a material adverse impact on our business, reputation, [removed: financial][added: operating]

We are dependent upon third parties for the manufacture and supply of a significant volume of our [removed: products.][added: products and]

[added: Added Services suppliers] and our single largest supplier accounted for approximately [removed: 25% and 4%, respectively, of our aggregate purchases.]

Because of our dependence upon such suppliers, our operations [removed: are]

[removed: subject to] [added: industry and] the [removed: suppliers’] ability [removed: and] [added: or] willingness [added: of]

[removed: to supply products in the quantities] that we require, and the risks include [removed: delays]

[added: delays caused by interruption in] production based on conditions outside [removed: of our control, including]

[removed: a supplier’s] [added: Any] failure [added: or perceived failure by us] to comply with [removed: applicable]

[removed: government requirements (which may] result in product recalls and/or [added: cessation of sales)]

[added: or an interruption in the] suppliers’ manufacturing capabilities.

In the event of any such interruption in supply, we [removed: would need to identify]

[added: would need to timely identify] and obtain acceptable replacement [removed: sources on a timely basis.][added: sources.]

There is no guarantee that we would be [removed: able to obtain]

[added: able to obtain] such alternative sources of supply on a timely basis, [removed: if at all, and an extended]

[added: particularly of] a high-sales volume [added: and/or high-margin] product, could result in a [removed: significant disruption in our]

[removed: sales] and operations, as well as damage [added: to our relationships with customers]

[removed: to our relationships with customers] and our reputation.

[removed: In addition, certain] [added: Certain] of our suppliers have had their ability to [added: service]

[removed: service] certain markets restricted or negatively impacted because [added: of allegations]

of [removed: allegations of] forced labor in their supply [added: chain.]

[added: supply] chain.

[removed: the world, and] [added: in] the United States

[removed: legislation] [added: laws] and regulations.

[added: and technology and] value-added [added: services]

[added: A cyberattack] that

[added: technologies that achieve market] acceptance with acceptable margins.

(particularly for our [removed: technology] [added: Global Technology] and [removed: value-added] [added: Global Specialty Products segments) products and] services [removed: segment)][added: and utilize]

[removed: products] and [removed: services and] to market them

[added: and/or utilize them] quickly and cost-effectively.

Our ability to anticipate customer needs and emerging trends and [removed: develop or acquire]

[added: develop or acquire] new products, services and technologies at competitive [removed: prices requires significant]

[added: including employees] with the requisite skills, experience and expertise, particularly [removed: in our]

[removed: technology] segment, including dental practice [added: management, patient engagement]

[removed: management, patient engagement] and demand creation software solutions.

[removed: The] failure to successfully address these [added: challenges could materially disrupt]

[removed: challenges could materially disrupt] our sales and operations.

[removed: Additionally, our software] [added: services, products] and [removed: e-services products,][added: personnel]

[removed: affect] [added: depend on] our relationships with [removed: customers] [added: capable personnel,] as well as [removed: our reputation.]

One of our business strategies has been to expand [removed: our domestic and][added: in part through acquisitions]

[removed: acquisitions] and joint ventures and we expect to [removed: continue to make acquisitions]

where we manufacture products, we are dependent upon third parties

for raw materials and purchased

components.

In 2024, our top 10 Global Distribution and Value-

25% and 4%, respectively, of

our aggregate purchases.

Additionally, where we are the manufacturer of certain dental specialty products we sell

in the areas of oral surgery, implants, orthodontics and endodontics, we are dependent upon third parties for raw

materials and purchased components.

are subject

to the suppliers’ ability and willingness to supply products in the quantities

of our control, including a supplier’s failure

to comply with applicable government requirements (which may

if at all, and an extended interruption in supply,

In recent periods, we

have experienced increased costs and shortages of purchased components,

which has had a negative impact on our

profit margins and on our sales for certain product categories, due to our inability

to fully satisfy demand.

We may be unsuccessful in achieving our strategic growth objectives.

Our 2022 – 2024 BOLD+1 Strategic Plan is defined under “Business, Business

Strategy” above.

We expect to

continue to execute the BOLD+1 strategic priorities with the next evolution

are focused on continuing to grow our Henry Schein specialty brands

solutions both organically and inorganically, and to drive greater efficiencies.

implement our strategic plan, we may not achieve our desired return on our

investments through our growth

Our business could be affected by the recently signed Strategic Partnership Agreement.

On January 29, 2025, we announced a strategic investment by

funds affiliated with KKR & Co. Inc. (“KKR”), a

leading global investment firm, and a Strategic Partnership Agreement (the “Partnership

Agreement”) with

KKR.

In addition to KKR’s current holdings, KKR will make an additional $250 million investment in the

Company’s common stock.

As a result, KKR will become the largest non-index fund stockholder of the Company

with a 12% position.

KKR will also have the ability to purchase additional shares

via open market purchases up to

their

In 2023, our top 10 health care distribution suppliers

caused by interruption in

cessation of sales) or an interruption in the

interruption in supply, particularly of

Forced labor legislation affecting the supply chain has increased around

recently passed the Uyghur Forced Labor Prevention Act.

Our supply chain could be materially disrupted if our

suppliers fail to comply with, or are unable to satisfy our demand

for products, as a result of applicable forced labor

Our

future

growth

(especially

for

technology

and

services

segment)

is

dependent

upon

ability

to

develop

or

acquire

maintain

protect

new

products

technologies

achieve

market

resources, including employees

like software products generally, may contain undetected errors or bugs when introduced or as new versions are

released.

Any such defective software may result in increased expenses

related to the software and could adversely

With respect to certain software and e-services

expressed or implied [added: herein.]

All forward-looking statements made by us are subject to [added: risks and uncertainties]

[removed: risks] and [removed: uncertainties and] are not guarantees of [added: future]

[removed: future] performance.

risks, uncertainties and other [added: factors]

[removed: factors] that may cause our actual results, performance and achievements

or industry results to be materially [added: different from]

[removed: different from] any future results, performance or achievements expressed or implied [removed: by such]

[added: by such] forward-looking [added: statements.]

[removed: These] statements are generally identified by the use of such [added: terms as “may,” “could,” “expect,” “intend,” “believe,”]

[removed: “intend,” “believe,”] “plan,” “estimate,” “forecast,” “project,” “anticipate,” [added: “to be,” “to]

[removed: “to be,” “to] make” or other comparable [added: terms.]

[removed: Factors that] could cause or contribute to such differences include, but are not limited [added: to,]

[removed: to,] those discussed in [added: this Annual Report]

[removed: this Annual Report] on Form 10-K, and in particular the risks discussed under [added: the caption]

[removed: of this report and] those that may be discussed in other documents we [added: file with]

[removed: file with] the Securities and Exchange [added: Commission (“SEC”).]

Risk factors and uncertainties that could cause actual results to differ materially from [added: current]

[removed: current] and historical results

the manufacture and supply of our [removed: products; our][added: products and]

[removed: ability to develop or acquire] and [removed: maintain and] protect new products (particularly

technology products) and [added: services and utilize new technologies]

[removed: technologies] that achieve market acceptance with acceptable [removed: margins; transitional]

[removed: to] achieve anticipated synergies/benefits, as well [added: as significant demands on our operations,]

[removed: legal,] regulatory, compliance, financial and human [added: resources functions in connection with acquisitions, dispositions and]

joint ventures; certain provisions in our [added: governing documents that may discourage]

[added: adverse] changes in supplier rebates or [added: other purchasing incentives;]

[removed: other purchasing incentives;] risks related to the sale of corporate brand [removed: products;]

[added: products; risks related to activist investors;] security risks associated with our

information systems and technology [removed: products and services, such as]

[added: products and services, such as] cyberattacks or other privacy or data security

breaches (including the October 2023 [removed: incident); effects of a highly competitive (including, without]

[removed: competition] from third-party online [removed: commerce sites) and consolidating]

[added: commerce sites) and consolidating market;] changes in the health care [removed: industry;]

[added: industry;] risks from expansion of customer [removed: purchasing power and multi-tiered]

[added: purchasing power and multi-tiered] costing structures; increases in shipping costs

for our products or other service [removed: issues with our third-party shippers; general]

[removed: global and] domestic macro-economic [added: and political conditions, including inflation,]

[removed: wars,] fluctuations in energy pricing and [added: the value of the U.S. dollar as compared to]

[removed: the value of the U.S. dollar as compared to] foreign currencies, and changes [added: to]

Factors that

“Risk Factors” in Item 1A of this report and

where we manufacture products, our dependence on third parties

for raw materials or purchased components; risks

relating to the achievement of our strategic growth objectives; risks

related to the recently signed Strategic

Partnership Agreement; our ability to develop or acquire and maintain

margins; transitional challenges associated with acquisitions, dispositions and joint ventures,

including the failure to

information systems, legal,

third-party acquisitions of us;

incident); effects of a highly competitive (including, without limitation, competition

issues with our third-party shippers, and increases in fuel and energy costs; changes

in laws and policies governing

manufacturing, development and investment in territories and countries

where we do business; general global and

deflation, recession, unemployment (and

corresponding increase in under-insured populations), consumer confidence,

sovereign debt levels, ongoing wars,

other economic indicators, international trade agreements; the threat

or outbreak of war, terrorism or public unrest

(including, without limitation, the war in Ukraine, the Israel-Gaza war and other

unrest and threats in the Middle

East and the possibility of a wider European or global conflict); changes

to laws and policies governing foreign

trade, tariffs and sanctions, or greater restrictions on imports and exports; supply

chain disruption; geopolitical

including relating to health care; risks

associated with the EU Medical Device Regulation; failure to comply

with laws and regulations relating to health

changes in tax legislation, changes in tax rates and availability of certain tax

increases in labor costs or health care

[Index to Financial Statements](#a32052)

our website.

or corporate brand

Segment Reporting

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our reportable segments to align

with how the Chairman and Chief Executive Officer manages the business, assesses

performance and allocates

herein.

statements.

terms as “may,” “could,” “expect,”

terms.

the caption “Risk Factors” in Item 1A

Commission (“SEC”).

challenges associated with

acquisitions, dispositions and joint ventures, including the failure

as significant demands on our operations, information systems,

resources functions in connection with acquisitions, dispositions and

governing documents that may discourage third-party acquisitions of us; adverse

limitation,

market;

and political conditions, including inflation, deflation, recession, ongoing

to other economic indicators,

international trade agreements, potential trade barriers and terrorism; geopolitical

existing and future regulatory requirements; risks associated with the EU Medical

Device Regulation; failure to

or legislative import restrictions; risks associated

of litigation matters; our dependence on our

prior-year periods, primarily due to lower

market pricing of PPE and lower market demand for COVID-19

national brand solutions or

Our consolidated financial statements reflect estimates and assumptions

made by us that affect, among other things,

our goodwill, long-lived asset and definite-lived intangible asset valuation;

inventory valuation; equity investment

valuation; assessment of the annual effective tax rate; valuation of deferred income

contingencies; the allowance for doubtful accounts; hedging activity; supplier

rebates; measurement of

compensation cost for certain share-based performance awards and cash bonus

plans; and pension plan

assumptions.

Cybersecurity Incident

In addition to immaterial and unrelated prior incidents at certain of

our subsidiaries, in October 2023 Henry Schein

North American and European

cycle

not affected, and our manufacturing

Once we became aware of the issue, we took steps

A hypothetical 5% change in the average value of the U.S. dollar in [removed: 2023] [added: 2024] compared

foreign currencies would have changed our [removed: 2023] [added: 2024] reported Net income

approximately [removed: $5] [added: $7] million.

As of December [removed: 30, 2023,] [added: 28, 2024,] our forward foreign currency exchange agreements,

2028, had a fair value of [removed: $(8)] [added: $12] million as determined by quoted market prices.

of [removed: $(7)] [added: $9] million.

value of the Euro to the USD from December [removed: 30, 2023] [added: 28, 2024] would decrease the fair

[added: $17] million.

At December [removed: 30, 2023,] [added: 28, 2024,] the

notional value of the investments in these plans was [removed: $96] [added: $106] million.

At December [removed: 30, 2023,] [added: 28, 2024,] the financing blended [removed: rate]

[added: rate] for this swap was based on the Secured Overnight Financing Rate [removed: (“SOFR”)]

For the years ended December [added: 28, 2024, December] 30, 2023, [removed: December 31, 2022,] and

[added: have] recorded a gain/(loss), within selling, general and administrative [removed: expense,]

[added: expense,] of approximately [removed: $10] [added: $8] million, [removed: $(17)][added: $10]

million and [removed: $12] [added: $(17)] million, respectively, net of transaction costs, related to this undesignated swap.

We limit our credit risk with respect to our cash equivalents, short-term investments and derivative [removed: instruments,] [added: instruments] by

As of December [removed: 30, 2023,] [added: 28, 2024,] we had variable interest rate exposure for certain

Our revolving credit [removed: facility which we entered into on July 11,][added: facility,]

As of December [removed: 30, 2023,] [added: 28, 2024,] there was [removed: $200] [added: $0] million outstanding under

this revolving credit [added: facility.]

During the year ended December [removed: 30, 2023,] [added: 28, 2024,] the average outstanding [added: balance was]

[removed: Based] upon our average outstanding balances, for each hypothetical [added: increase]

[removed: increase] of 25 basis points, our [added: interest expense]

[removed: interest expense] thereunder would have increased by [removed: $0.2] [added: $0.1] million.

December [removed: 15, 2025,] [added: 6, 2027,] has a variable interest rate that is based upon the asset-backed

December [removed: 30, 2023,] [added: 28, 2024,] the commercial paper rate was [removed: 5.67%] [added: 4.73%] plus 0.75%,

for a combined rate of [removed: 6.42%,][added: 5.48%,]

outstanding balance under this securitization facility was [removed: $210] [added: $150] million.

During the year ended December [removed: 30, 2023,][added: 28, 2024,]

the average outstanding balance was approximately [removed: $238] [added: $252] million.

As of December [removed: 30, 2023,] [added: 28, 2024,] the

notional value of the interest rate swap agreements was [removed: $741][added: $713]

[removed: At December 30, 2023,] [added: 2024,] the interest [removed: on this] [added: rate under the] Term Credit Agreement was [removed: 5.36%] [added: 4.45%] plus [removed: 1.35%] [added: 1.60%] for a combined rate of [added: 6.05%.]

[Note [removed: 12] [added: 13] – Derivatives and Hedging [removed: Activities](#a42308)][added: Activities](#a45582)]

for additional [added: information)]

[removed: information)] that ultimately creates an effective fixed rate of [removed: 5.79%.][added: 6.04%.]

(“SOFR”) of 4.53% plus 0.61%, for a

combined rate of 5.14%.

December 31, 2022 we

[Index to Financial Statements](#a32052)

which we entered into on July 11,

approximately $50 million.

Based

On July 11, 2023, we entered into a three-year $750 million term loan credit agreement (the “Term Credit

Agreement”).

The interest rate on this term loan is based on the Term SOFR plus a spread based on our leverage

ratio at the end of each financial reporting quarter.

At December 28,

$18 million.

of 5.33%

plus 0.52%, for a combined

rate of 5.85%.

December 25, 2021 we have

facility.

balance was approximately $61

6.71%.

With [removed: more than 91] [added: 93] years of experience distributing health care products, we have built a vast [removed: set] [added: base] of small, [added: mid-sized]

[removed: and] large customers in the dental and medical markets, serving more than one million

and employ [removed: more than] [added: approximately] 25,000 people.

[added: our] workforce is based in the United States and [removed: approximately 45% is based] [added: 51%] outside [added: of the United States.]

[removed: operations or affiliates] [added: located] in 33 countries and territories.

Our broad global footprint has evolved over time through [removed: our]

[removed: organic success as] well as through [added: the] contribution from [added: our] strategic acquisitions.

Our infrastructure, including over [removed: 5.3] [added: 5.4] million square feet of space

[added: around] the world, enables us to historically [added: provide rapid and accurate order]

[removed: provide rapid and accurate order] fulfillment, better serve our customers [removed: and]

[added: and] increase our operating efficiency.

This [added: segment]

[added: This] infrastructure, together with broad product and service offerings [removed: at competitive]

[added: competitive] prices, and a strong commitment to [added: customer service, enables]

[removed: customer service, enables] us to be a single source of supply for our [removed: customers’]

[removed: value-added] [added: \-added products and] services.

[removed: Our] [added: solutions to our] dental [added: customers.]

[added: These] and other [added: laws]

[removed: group practices and] integrated delivery [removed: networks, among] [added: networks and] other [removed: providers][added: large group and multi-site health care organizations,]

[added: brands] across a wide range of [removed: specialties.][added: price segments.]

[removed: products (including implant,][added: products, including to support physician]

[removed: orthodontic and endodontic products),] [added: dental specialty products,] diagnostic tests, infection-control [removed: products,][added: products and vitamins.]

[added: We also] market and sell [removed: under] our own corporate brand portfolio [removed: of cost-effective, high-quality consumable]

[added: Dental] merchandise

[removed: products, and] [added: We] manufacture certain [removed: dental specialty products in the areas] of [removed: oral][added: our products for our specialty businesses (oral surgery solutions including dental]

[removed: services to] health care [removed: practitioners.][added: industry.]

[removed: their] business operations, [added: all of]

[removed: e-services,][added: \-Added Services; (ii)]

The [removed: global health care] distribution [added: and value-added services] industry, as it relates to office-based health care practitioners, is [removed: fragmented and]

The industry ranges from sole practitioners working out [removed: of]

[added: of] relatively small offices to [removed: mid-sized and large][added: mid-]

[added: sized and large] group practices ranging in size from a few practitioners to several

hundred practices owned or [removed: operated by dental]

[added: operated by dental] support organizations (“DSOs”), medical group purchasing organizations [removed: (“GPOs”), hospital]

increased health care awareness and the importance of [removed: preventative] [added: preventive] care,

or alternate care [removed: setting] [added: setting,] as the health care

It also has accelerated the growth of [removed: health][added: HMOs,]

[removed: maintenance organizations (“HMOs”),] group practices, other managed care accounts [added: and collective buying]

[removed: which, in] addition to their emphasis on obtaining products at competitive [added: prices,]

[removed: prices,] tend to favor distributors capable [added: of]

Approximately 49% of

Our operations or affiliates are

organic growth as

in 36 strategically located distribution centers and 0.5 million square

feet of space in 15 manufacturing facilities

customers’ needs, which we believe is a competitive advantage.

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our reportable segments to align

with how the Chairman and Chief Executive Officer manages the business, assesses

performance and allocates

resources.

Our revised reportable segments consist of: (i) Global Distribution

Global Specialty Products;

and (iii) Global Technology.

Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of

national brand and corporate brand merchandise, as well as equipment and related

technical services.

also includes value-added services such as financial services, continuing

education services, consulting and other

This segment also markets and sells under our own corporate brand,

a portfolio of cost-effective, high-

quality consumable merchandise.

Global Specialty Products includes manufacturing, marketing

and sales of dental

implant and biomaterial products; and endodontic, orthodontic and orthopedic

products and other health care-

Global Technology includes development and distribution of practice management

software, e-services, and other products, which are distributed to health

care providers.

[Index to Financial Statements](#a32052)

fragmented and diverse.

(“GPOs”), health

maintenance organizations (“HMOs”), hospital systems or integrated delivery networks (“IDNs”).

The distribution and value-added services industry should benefit from

favorable long-term macro trends that

should help stimulate patient traffic and demand for products and services.

This includes an aging population,

groups such as DSOs and GPOs, which, in

[Index to Financial Statements](#a32052)

In addition, we

mid-sized

Approximately 55% of our

We have

in 36 strategically located distribution and 22 manufacturing facilities around

needs.

We conduct our business through two reportable segments: (i) health care distribution and (ii) technology and

These segments offer different products and services to the same customer base.

businesses serve office-based dental practitioners, dental laboratories, schools, government

institutions.

Our medical businesses serve physician offices, urgent care centers, ambulatory care sites,

emergency

medical technicians, dialysis centers, home health, federal and state governments

and large enterprises, such as

The health care distribution reportable segment, combining our global dental

and medical operating segments,

distributes consumable products, small equipment, laboratory products, large equipment, equipment

repair services,

branded and generic pharmaceuticals, vaccines, surgical products, dental specialty

personal protective equipment

products (“PPE”) and vitamins.

While our primary go-to-market strategy is in our capacity as a

distributor, we also

surgery, implants, orthodontics and

endodontics.

The technology and value-added services reportable segment provides

software, technology and other value-added

Henry Schein One, the largest contributor of sales to this category, offers

dental practice management solutions for dental and medical practitioners.

In addition, we offer dentists and

physicians a broad suite of electronic health records, patient communication

services including electronic marketing

and website design, analytics and patient demand generation.

Our value-added practice solutions include practice

consultancy, education, integrated revenue cycle management and the facilitation of financial service offerings (on

a non-recourse basis) to help dentists and physicians operate and expand

practice technology, network and hardware services, as well as consulting, and continuing education services for

We believe our hands-on consultative approach to provide solutions to support practice decision-

making is a key differentiator for our business.

diverse.

systems or integrated

[Note [removed: 16] [added: 17] – Commitments and [removed: Contingencies](#a47476)][added: Contingencies](#a51280)]

[removed: The Nasdaq] Global Select Market

quoted on the Nasdaq Global Select Market on [removed: July 1, 2023,] [added: June 29, 2024,] was approximately $

As of February [removed: 20, 2024,] [added: 18, 2025,] there were

(December [removed: 30, 2023)] [added: 28, 2024)] are incorporated by reference in Part III hereof.

[ITEM [removed: 1A.](#a16193)][added: 1A.](#a19265)]

[Risk [removed: Factors](#a16193)][added: Factors](#a19265)]

[ITEM [removed: 1B.](#a20428)][added: 1B.](#a20687)]

[Unresolved Staff [removed: Comments](#a20428)][added: Comments](#a20687)]

[ITEM [removed: 1C.](#a20442)][added: 1C.](#a20701)]

[Legal [removed: Proceedings](#a20743)][added: Proceedings](#a21006)]

[Mine Safety [removed: Disclosures](#a20760)][added: Disclosures](#a21020)]

[Market for Registrant's Common Equity, Related Stockholder [removed: Matters](#a20769)][added: Matters](#a21038)]

[and Issuer Purchases of Equity [removed: Securities](#a20769)][added: Securities](#a21038)]

[Management's Discussion and Analysis of Financial [removed: Condition](#a21288)][added: Condition](#a21571)]

[and Results of [removed: Operations](#a21288)][added: Operations](#a21571)]

[ITEM [removed: 7A.](#a27870)][added: 7A.](#a31631)]

[Quantitative and Qualitative Disclosures About Market [removed: Risk](#a27870)][added: Risk](#a31631)]

[Financial Statements and Supplementary [removed: Data](#a28267)][added: Data](#a32052)]

[Changes in and Disagreements [removed: with] [added: With] Accountants on [removed: Accounting](#a51153)][added: Accounting](#a55039)]

[and Financial [removed: Disclosure](#a51153)][added: Disclosure](#a55039)]

[ITEM [removed: 9A.](#a51161)][added: 9A.](#a55047)]

[Controls and [removed: Procedures](#a51161)][added: Procedures](#a55047)]

[ITEM [removed: 9B.](#a51498)][added: 9B.](#a55340)]

[Other [removed: Information](#a51498)][added: Information](#a55340)]

[ITEM [removed: 9C.](#a51503)][added: 9C.](#a55346)]

[Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#a51503)][added: Inspections](#a55346)]

[PART [removed: III](#a51514)][added: III](#a55357)]

[ITEM [removed: 10.](#a51517)][added: 10.](#a55360)]

[Directors, Executive Officers and Corporate [removed: Governance](#a51517)][added: Governance](#a55360)]

[ITEM [removed: 11.](#a51556)][added: 11.](#a55435)]

[Executive [removed: Compensation](#a51556)][added: Compensation](#a55435)]

[ITEM [removed: 12.](#a51581)][added: 12.](#a55465)]

[Security Ownership of Certain Beneficial Owners and [removed: Management](#a51581)][added: Management](#a55465)]

[and Related Stockholder [removed: Matters](#a51581)][added: Matters](#a55465)]

[ITEM [removed: 13.](#a51695)][added: 13.](#a55579)]

[Certain Relationships and Related Transactions, and Director [removed: Independence](#a51695)][added: Independence](#a55579)]

[ITEM [removed: 14.](#a51715)][added: 14.](#a55600)]

[Principal Accounting Fees and [removed: Services](#a51715)][added: Services](#a55600)]

[ITEM [removed: 15.](#a51735)][added: 15.](#a55620)]

[Exhibits and Financial Statement [removed: Schedules](#a51735)][added: Schedules](#a55620)]

December 28, 2024

Nasdaq

the

NO

8,092,479,000

124,176,781

[PART I](#a655)

[ITEM 1.](#a658)

[Business](#a658)

[Cybersecurity](#a20701)

[ITEM 2.](#a20951)

[Properties](#a20951)

[ITEM 3.](#a21006)

[ITEM 4.](#a21020)

[PART II](#a21035)

[ITEM 5.](#a21038)

[ITEM 6.](#a21541)

[\[Reserved\]](#a21541)

[ITEM 7.](#a21571)

[ITEM 8.](#a32052)

[ITEM 9.](#a55039)

[PART IV](#a55617)

[Form](#a56819)

[10-K Summary](#a56819)

[Signatures](#a56831)

[Index to Financial Statements](#a32052)

December 30, 2023

NO:

10,506,752,000

128,505,719

[PART I](#a650)

[ITEM 1.](#a653)

[Business](#a653)

[Cybersecurity](#a20442)

[ITEM 2.](#a20698)

[Properties](#a20698)

[ITEM 3.](#a20743)

[ITEM 4.](#a20760)

[PART II](#a20766)

[ITEM 5.](#a20769)

[ITEM 6.](#a21257)

[\[Reserved\]](#a21257)

[ITEM 7.](#a21288)

[ITEM 8.](#a28267)

[ITEM 9.](#a51153)

[PART IV](#a51732)

[Form](#a52831)

[10-K Summary](#a52831)

[Signatures](#a52838)

our [removed: 2023] [added: 2024] fiscal year.

contained in the [removed: new] rules [removed: recently][added: adopted by the]

[removed: adopted by the] SEC to mean “electronic information resources, owned or used [added: by the]

[removed: by the] registrant, including physical [added: or virtual]

[removed: or virtual] infrastructure controlled by such information resources, or components [added: thereof,]

[removed: thereof,] organized for the [added: collection,]

[removed: collection,] processing, maintenance, use, sharing, dissemination, or disposition

of the registrant's information to [added: maintain or]

[removed: maintain or] support the registrant's operations.”

[removed: oversees] the operations of our cyber risk mitigation strategy.

Our cyber risk mitigation strategy includes [removed: monitoring for]

[added: for] and addressing risks that materialize within

[removed: the Company’s information systems, as well as at our third-party] vendors, suppliers and other third-party business

Business, Other Executive [removed: Management](#a16008)][added: Management](#a19064)]

The cybersecurity risk mitigation strategy [added: is also overseen by]

[removed: is also overseen by senior] managers who are members of our Executive [added: Steering Committee, comprised]

[removed: Company’s most senior] technology, legal and internal auditing officers.

Our CEO is regularly briefed on issues, [added: incidents, and]

[removed: incidents, and] developments, and our Board oversees our risk mitigation [added: strategy principally]

[removed: strategy principally] through its Audit [added: Committee and]

[removed: Committee and] Regulatory, Compliance and Cybersecurity Committee, as described in more detail below.

the review and assessment of past cybersecurity incidents with a view to [removed: learning]

[added: learning] from those events to

Prior [removed: Cybersecurity] [added: Cyber] Incidents

experienced a [removed: cybersecurity] [added: cyber] incident that primarily affected the operations of our [added: North American]

[removed: North American] and European [added: dental and]

[removed: dental and] medical distribution businesses.

Henry Schein One, our practice management software, revenue [added: cycle]

[removed: management] and patient relationship management solutions [removed: business,] [added: business] was [added: not affected, and]

[removed: businesses were] mostly unaffected.

[removed: adversely impacted our] financial results for the fourth quarter and full year [removed: 2023.][added: 2023, diverted]

[added: The incident had] residual impact on our financial results in 2024.

[removed: Our CTO meets] with Board members outside of the formal meetings on a

oversees

monitoring

the Company’s information systems, as well as at our

third-party

[.](#a19064)

[Index to Financial Statements](#a32052)

President and Head of the Office of Cyber Security, has over 30 years of experience leading global cybersecurity

and technology programs in large and complex corporations, and holds a Certified

Information Systems Security

Professional and a Certified Information Systems Auditor certification.

He also received a BS, Information

Technology and Security from Baker College.

senior

of the Company’s most senior

management

our manufacturing businesses were

The October 2023 cyber incident disrupted key business operations,

adversely impacted our

attention of management, and caused the

Company to incur significant remediation costs.

[Index to Financial Statements](#a32052)

Our CTO

meets

[.](#a16008)

President and Head of the Office of Cyber Security, is a National Security Agency Certified Information Systems

Securities Engineer, has nearly 30 years of experience leading global cybersecurity programs, and received

a BS,

Electrical Engineering and Computer Science from Lafayette College,

and a Master of Science, Business,

Information Technology Management from Johns Hopkins University.

Steering Committee, comprised of the

cycle

not affected, and our manufacturing

Once we became aware of the issue, we took steps

to assess, contain and

remediate this incident.

We restored affected systems and applications, our distribution operations resumed and we

reactivated our ecommerce platform.

We also notified law enforcement and our employees, customers, suppliers

and investors, informing them of both the incident and management’s efforts to mitigate its impact on our daily

operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we

determined that the threat actor obtained personal and sensitive information

maintained on our systems belonging to

certain third parties and since that date we have notified affected and potentially affected parties

as appropriate.

The scope of personal and sensitive data impacted is still under investigation.

On November 22, 2023, we

experienced a related disruption to our ecommerce platform and related

applications, which has since been

remediated.

As described in “Management’s Discussion & Analysis – 2023 Compared to 2022, the incident

We also expect some short-term

It is part of the mission of our cybersecurity risk mitigation strategy to constantly

evolve our cybersecurity defenses

to adapt to evolving risks, and to learn from prior incidents, and we

have evaluated and continue to evaluate the

incident with the assistance of third-party expert consultants.

Members of the Audit Committee and Regulatory,

Compliance and Cybersecurity Committee of our Board of Directors are

conducting a review of the October 2023

cybersecurity incident, including the measures undertaken in response to the incident.

[removed: Within our health care distribution segment (for properties] with more than 100,000 square feet) we lease [added: and/or own approximately]

[removed: own approximately 5.7] [added: 5.1] million square feet of properties, [removed: consisting of distribution,]

[added: Hong Kong SAR, Ireland, Israel, Italy, Japan,] Liechtenstein, Luxembourg, [removed: Malaysia,] Mexico, Morocco, the Netherlands, New [removed: Zealand,]

[removed: Singapore,] [added: Zealand, Peru, Poland, Portugal,] South Africa, Spain, Sweden, Switzerland, [removed: Thailand, United]

[added: United] Arab Emirates and [removed: the United Kingdom.]

Lease expirations range from [removed: 2024] [added: 2025] to 2041.

Within our Global Distribution and Value

\-Added Services and Global Specialty Products segments (for properties

consisting of distribution, office, showroom, manufacturing and sales space, in locations

including the United

States, Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China,

the Czech Republic, France, Germany,

Thailand,

the United Kingdom.

and/or

office, showroom,

manufacturing and sales space, in locations including the United States, Australia,

Austria, Belgium, Brazil,

Canada, Chile, China, the Czech Republic, France, Germany, Hong Kong SAR, Ireland, Israel, Italy, Japan,

Poland, Portugal,

[Index to Financial Statements](#a32052)

On February [removed: 20, 2024,] [added: 18, 2025,] there were approximately [removed: 107,000] [added: 108,000] holders

reported sales price was [removed: $75.64.][added: $77.63.]

increases totaling [removed: $4.9] [added: $5.9] billion, authorized by our Board, to the repurchase

program provide for a total of [removed: $5.0] [added: $6.0] billion

[removed: of our] common stock to be repurchased under

[removed: As of] December [removed: 30, 2023,][added: 2023]

we had repurchased approximately [removed: $4.7] [added: $5.1] billion of common stock [removed: (90,394,805][added: (95,814,454]

under these initiatives, with [removed: $265] [added: $380] million available for future common stock

fiscal quarter ended December [removed: 30, 2023:][added: 28, 2024:]

We have not declared any cash or stock dividends on our common stock during fiscal years [removed: 2023] [added: 2024] or [removed: 2022.][added: 2023.]

[removed:  ][added: ]

[removed:  ][added: ]

[removed: ][added:  ]

[removed: ][added:  ]

December [added: 28,]

[added: December] 2019

[added: December] 2020

[added: December] 2021

[added: December] 2022

all dividends, on December [removed: 29, 2018,] [added: 28, 2019,] the last trading day before the

beginning of our [removed: 2019] [added: 2020] fiscal year, through the

end of our [removed: 2023] [added: 2024] fiscal year with the cumulative total return on $100

ASSUMES $100 INVESTED ON DECEMBER [removed: 29, 2018][added: 28, 2019]

[added: As of] December [removed: 29,][added: 28, 2024,]

(including $500 million authorized on January 27, 2025) of shares of our

Subject to market conditions and other factors, we plan to

continue to accelerate our share repurchase

activity.

9/29/2024 through 11/2/2024

564,907

70.93

564,907

5,895,367

11/3/2024 through 11/30/2024

441,702

71.32

441,702

4,975,402

12/1/2024 through 12/28/2024

44,530

77.02

44,530

5,395,131

1,051,139

1,051,139

[Index to Financial Statements](#a32052)

December 2024

2024

98.86

112.51

119.92

113.66

105.70

114.06

141.78

136.42

138.99

143.91

143.44

176.49

119.01

172.14

227.78

(including $400 million authorized on February 8, 2023) of shares

10/1/2023 through 11/4/2023

\-

5,048,074

11/5/2023 through 12/2/2023

4,529,764

12/3/2023 through 12/30/2023

692,441

72.32

3,499,205

2018

2023

110.31

109.05

124.11

132.28

125.37

123.48

140.83

175.06

168.44

171.61

138.27

198.34

244.03

164.56

238.01

[Index to Financial Statements](#a32052)

[Report of Independent Registered Public Accounting [removed: Firm](#a28678)][added: Firm](#a32493)]

[Consolidated Financial [removed: Statements](#a28811)][added: Statements](#a32634)]

[removed: [Balance Sheets as of December] 30, 2023 and December 31, [removed: 2022](#a28809)][added: 2022:]

[removed: [Statements] [added: statements] of [removed: Income] [added: income] for the years ended December [removed: 30, 2023,](#a29441)][added: 28, 2024, December]

[removed: [December 31, 2022] and December [removed: 25, 2021](#a29441)][added: 31, 2022,]

[Statements of Comprehensive Income for the years ended December [removed: 30, 2023,](#a29925)][added: 28, 2024,](#a33731)]

[removed: [December 31, 2022] and December [removed: 25, 2021](#a29925)][added: 31, 2022,]

[Statements of Changes in Stockholders’ Equity for the years [removed: ended](#a30194)][added: ended](#a34005)]

[December 30, [removed: 2023, December 31, 2022] [added: 2023] and December [removed: 25, 2021](#a30194)][added: 31, 2022](#a33267)]

[Statements of Cash Flows for the years ended December [removed: 30, 2023,](#a31762)][added: 28, 2024,](#a35665)]

[removed: [December 31, 2022] and December [removed: 25, 2021](#a31762)][added: 31, 2022 we incurred $]

[Notes to Consolidated Financial [removed: Statements](#a32591)][added: Statements](#a36485)]

[Note 1 – Basis of Presentation and Significant Accounting [removed: Policies](#a32591)][added: Policies](#a36485)]

[removed: [Note] [added: Note] 2 – [removed: Cybersecurity Incident](#a35825)][added: Cyber Incident]

[Note 3 – Net Sales from Contracts with [removed: Customers](#a35878)][added: Customers](#a39826)]

[Note 4 – Segment and Geographic [removed: Data](#a36385)][added: Data](#a40118)]

[removed: [Note] [added: Note] 5 – Business Acquisitions [removed: and Divestiture](#a37760)]

[removed: [Note 6] [added: Note 7] – Property and Equipment, [removed: Net](#a39549)][added: Net]

[removed: [Note 7] [added: Note 8] – [removed: Leases](#a39801)][added: Leases]

[removed: [Note 8] [added: Note 9] – Goodwill and Other Intangibles, [removed: Net](#a40620)][added: Net]

[removed: [Note 9] [added: Note 10] – Investments and [removed: Other](#a41316)][added: Other]

[Note [removed: 10] [added: 11] – Fair Value [removed: Measurements](#a41504)][added: Measurements](#a44686)]

[removed: [Note 11] [added: Note 12] – Concentrations of [removed: Risk](#a42201)][added: Risk]

[removed: [Note 12] [added: Note 13] – Derivatives and Hedging [removed: Activities](#a42308)][added: Activities]

[removed: [Note 13] [added: Note 14] – [removed: Debt](#a42987)][added: Debt]

[removed: [Note 14] [added: Note 15] – Income [removed: Taxes](#a43675)][added: Taxes]

[removed: [Note 15] [added: Note 16] – Plans of Restructuring and Integration [removed: Costs](#a46581)][added: Costs]

[removed: [Note 16] [added: Note 17] – Commitments and [removed: Contingencies](#a47476)][added: Contingencies]

[removed: [Note 17] [added: Note 18] – Stock-Based [removed: Compensation](#a47735)][added: Compensation]

[removed: [Note 18] [added: Note 19] – Employee Benefit [removed: Plans](#a48639)][added: Plans]

[removed: [Note 19] [added: Note 20] – Redeemable Noncontrolling [removed: Interests](#a49472)][added: Interests]

[removed: [Note 20] [added: Note 21] – Comprehensive [removed: Income](#a49680)][added: Income]

[removed: [Note 21] [added: Note 22] – Earnings Per [removed: Share](#a50324)][added: Share]

[removed: [Note 22] [added: Note 23] – Supplemental Cash Flow [removed: Information](#a50482)][added: Information]

[removed: [Note 23] [added: Note 24] – Related Party [removed: Transactions](#a50591)][added: Transactions]

[added: communication of] the

December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of income, comprehensive income,

ended December [added: 28, 2024, December] 30, [removed: 2023,][added: 2023]

[removed: our][added: Our net]

December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the results of its operations and its cash flows for each of the three

[:](#a32634)

[Note 6 – Inventories, Net](#a42512)

[Note 25 – Subsequent Event](#a54970)

[Index to Financial Statements](#a32052)

Melville, New York

2024,

Sponsoring Organizations of the Treadway Commission (COSO) and

our report dated February 25, 2025 expressed

that

judgments.

[Index to Financial Statements](#a32052)

Business Acquisition - Valuation of Acquired Intangible Assets

As described in Note 5 of the consolidated financial statements, the Company

acquired TriMed Inc. (“TriMed”) in

2024.

As a result of this acquisition, management was required

to determine the fair values of the identifiable assets

In connection with the acquisition of TriMed, the Company recorded

We identified the revenue growth rates for certain periods used in the determination of the fair value of the acquired

product development in the acquisition of TriMed as a critical audit matter.

The principal consideration for our

determination was the subjective judgement required by management

in formulating these revenue growth rates.

Auditing these considerations involved especially subjective

and challenging auditor judgement due to the nature

and extent of audit effort required to address these matters.

the historical performance

industry metrics for certain periods.

[Index to Financial Statements](#a32052)

1,482

1,810

3,983

3,887

10,218

2,803

1,830

124,155,884

3,771

(379)

4,031

[:](#a28811)

Melville, NY

We

consolidated

of

as

and

to

In

30,

on

Sponsoring

Organizations

Treadway

Commission

(“COSO”)

report

dated

independent

audit

(1)

(2)

involved

subjective or

The communication

of the

Business Acquisition

acquired

Shield

Healthcare,

Inc.,

(“Shield”)

result

management

determine

values

identifiable

assumed.

connection

Shield,

procedures as of the end of the period covered by this annual report as [added: such]

[removed: such] term is defined in Rules 13a-15(e) and

concluded that our disclosure controls and procedures were effective as of December [removed: 30,][added: 28, 2024,]

[removed: 2023,] to ensure that all

During the quarter ended December [removed: 30, 2023, we acquired a 90% voting][added: 28, 2024,]

[added: sales, from our] annual assessment of internal control over financial [removed: reporting as of December]

[added: by related SEC staff] interpretive guidance for newly acquired businesses.

[removed: Post-acquisition] [added: post-acquisition] integration related activities [added: continued] for [removed: other dental and][added: our]

[added: and] medical businesses acquired during [removed: 2023 across][added: prior quarters.]

[removed: our annual assessment] [added: operating effectiveness] of [added: our] internal control over [added: financial reporting.]

financial reporting [removed: as] of [removed: December 30, 2023.]

These acquisitions, the majority of which utilize separate [removed: information]

[added: information] and financial accounting systems, have been included [removed: in our consolidated financial]

[added: their respective] dates of acquisition.

[removed: Finally, we continued] systems implementation activities [removed: in the U.S.] for [removed: two of] our dental [removed: businesses.][added: business in France and]

[removed: and systems] implementation [removed: activities] [added: activity] undertaken during the [removed: quarter]

[added: quarter] and carried over from prior [removed: quarters] [added: quarters,] when [added: considered in]

[removed: considered in] the aggregate, represents a material change in our

[removed: During the quarter, all] [added: All] acquisitions, continued acquisition integrations and systems implementation [removed: activities]

[added: appropriate change-management controls] that are considered in our quarterly [removed: assessment of]

[removed: changes in] [added: The effectiveness of] our internal control over financial [removed: reporting.][added: reporting as of December 28,]

effective at a reasonable assurance level as of December [removed: 30, 2023.][added: 28, 2024.]

The [removed: effectiveness of our] [added: deficiencies in] internal control over financial reporting [removed: as of December 30,][added: identified]

[removed: 2023,] [added: 2024,] has been independently

audited by BDO USA, P.C., an independent registered public accounting [removed: firm,] [added: firm] and their attestation is included

control level related to logical and user access management and segregation [removed: of]

[removed: The] [added: the] Company [removed: agrees that][added: also]

A control system, no matter how well conceived and operated, can provide [added: only]

[removed: only] reasonable, not absolute, assurance

30, 2023, [removed: based on]

“COSO [removed: criteria”).]

[removed: in] all

[removed: material] respects,

effective [removed: internal]

control [removed: over]

[added: over] financial reporting [added: of TriMed]

December [removed: 30,][added: 28,]

[removed: opinion][added: opinion,]

[added: consolidated] statements

[removed: the][added: (the]

The combination of continued acquisition integrations and systems

As previously reported, the full integration of TriMed Inc. (“TriMed”)

will extend beyond year-end and, therefore, we excluded TriMed, which represents less than 0.5% of our total

reporting as of December 28, 2024,

as permitted

in our consolidated financial statements since

Also, during the quarter ended December 28, 2024, we completed the systems

implementation activities for

implementing a new e-commerce system for our dental and medical

businesses in the UK.

Finally, we continued

Ireland.

activities involve necessary and

assessment of the design and

as of December 30, 2023 at the application

of duties have continued to be the

subject of ongoing remediation, including implementation of specific

action plans and the testing/validation of

control operating effectiveness, which were substantially completed as of our year-end on December

28, 2024.

[Index to Financial Statements](#a32052)

28, 2024, based on

Sponsoring

Organizations

Treadway

Commission

criteria”).

maintained,

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2024 and December

report dated February 25, 2025 expressed an unqualified opinion

thereon.

TriMed

April

1,

2024,

included in

2024, and

income, comprehensive

income, changes

TriMed

equity interest in Shield, a supplier of

homecare medical products headquartered in California.

The full integration of this acquisition, as well as our

previously reported acquisitions of S.I.N and Biotech Dental, extended

beyond year-end and, therefore, we

excluded Shield, Biotech Dental, and S.I.N., which together represent

less than 1.5% of our total net sales, from our

30, 2023, as permitted by SEC staff

the U.S., Europe, Brazil, Australia, and China were included in

statements since their respective

The combination of acquisitions (including Shield, S.I.N., and Biotech

Dental), continued acquisition integrations

involve necessary and appropriate change-management controls

In October 2023, we experienced a cybersecurity incident that primarily

affected the operations of our North

American and European dental and medical distribution businesses.

Once we became aware of the issue, as part of

the Company’s incident response plan, we took precautionary actions to contain the incident including shutting

down connectivity to networks and key business, operating and financial

accounting systems globally.

In addition

to notifying affected and potentially affected third parties and all relevant law enforcement

authorities, we engaged

external cyber-security experts to support our assessment of the cyber-incident’s impact as well as sanitize, rebuild

and restore our affected systems and applications.

We also notified law enforcement and our employees,

customers, suppliers and investors, informing them of both the incident and

management’s efforts to mitigate its

impact on our daily operations and data maintained on the Company’s systems.

Subsequently, on or about November 8, 2023, we determined that the threat actor obtained personal and sensitive

information maintained on our systems belonging to certain third parties and

since that date we have notified

affected parties and potentially affected parties as appropriate.

The scope of personal and sensitive data impacted is

still under investigation.

On November 22, 2023, we experienced a related disruption to our

ecommerce platform and related applications,

which has since been remediated.

In order to mitigate the impact of this disruption on our systems and on our

ability to service customers, alternative

[removed: Not] [added: t] applicable.

No

in our definitive [removed: 2024] [added: 2025] Proxy Statement to be

[removed: 2023] [added: 2024] Proxy Statement filed pursuant to

Regulation 14A on April [removed: 11, 2023.][added: 10, 2024.]

definitive [removed: 2024] [added: 2025] Proxy Statement to be filed pursuant to Regulation 14A,

The Company

has

adopted an insider trading policy, and accompanying procedures, applicable to all of our TSMs

and members of our Board of Directors, which we believe is reasonably

designed to promote compliance with

insider trading laws, rules and regulations, and Nasdaq listing standards.

Our insider trading policy, which is

attached as Exhibit 19.1 to this Annual Report on Form 10-K,

prohibits our TSMs from trading in securities of the

Company while in possession of material, non-public information, and, among other

things, requires that

designated individuals holding certain positions only transact

in Company securities during an open window period

(with appropriate preclearance for members of our Executive Management

Committee and Board of Directors),

subject to limited exceptions.

The Company also requires periodic training for certain senior officers and

others

likely to learn material, non-public information in the course of their

job duties.

The Company also has a practice

that requires that any transactions by the Company in its securities

are pre-cleared by appropriate members of its

General Counsel’s office.

Interlocks and Insider Participation” in our definitive [removed: 2024] [added: 2025] Proxy Statement

[Index to Financial Statements](#a32052)

[removed: 2024] [added: 2025] Proxy Statement to be filed

of December 28, 2024:

10,335,199

10,335,199

of December 30, 2023:

7,166,543

Committees – Independent Directors” in our definitive [removed: 2024] [added: 2025] Proxy Statement

Procedures” in our definitive [removed: 2024] [added: 2025] Proxy

[removed: [10.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)][added: [10.1](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm)]

[Henry Schein, Inc. [removed: 2013] [added: 2024] Stock Incentive Plan, as amended and restated effective as [removed: of May](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)][added: of](http://www.sec.gov/Archives/edgar/data/0001000228/000119312524147029/d682449dex101.htm)]

[added: [L.P.] (Incorporated by reference to Exhibit 10.2 to our Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)][added: 8-K filed on](http://www.sec.gov/Archives/edgar/data/1000228/000119312525015654/d925485dex102.htm)]

[filed on May [removed: 16, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312513224319/d542871dex102.htm)][added: 7, 2024.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex104.htm)]

[removed: [10.2](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)][added: [10.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm)]

[Form of [removed: 2019] [added: 2024] Restricted Stock Unit Agreement for performance-based restricted stock [removed: unit](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)][added: unit](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex103.htm)]

[awards pursuant to the Henry Schein, Inc. [removed: 2013] [added: 2020] Stock Incentive Plan (as amended [removed: and](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)][added: and](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex103.htm)]

[restated effective as of May [removed: 14, 2013).][added: 21, 2020).]

(Incorporated by reference to Exhibit 10.2 to [removed: our](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)][added: our Quarterly](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex102.htm)]

[Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, [removed: 2019] [added: 2024] filed on [removed: May](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)][added: May](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex103.htm)]

[removed: [7, 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit102.htm)][added: [10.31](http://www.sec.gov/Archives/edgar/data/1000228/000100022816000090/exhibit102.htm)]

[removed: [10.3](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: [10.3](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex101.htm)]

[Form of [removed: 2019] [added: 2021] Restricted Stock Unit Agreement for time-based restricted stock unit [removed: awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex101.htm)]

[pursuant to the Henry Schein, Inc. [removed: 2013] [added: 2020] Stock Incentive Plan (as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: restated](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex102.htm)]

[effective as of May [removed: 14, 2013).][added: 21, 2020).]

(Incorporated by reference to Exhibit 10.1 to our [removed: Quarterly](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: Quarterly](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)]

[Report on Form 10-Q for the fiscal quarter ended March 30, [removed: 2019] [added: 2024] filed on May 7, [removed: 2019.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit101.htm)][added: 2024.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex102.htm)]

[removed: [10.4](http://www.sec.gov/Archives/edgar/data/1000228/000119312520151575/d933896dex101.htm)][added: [10.4](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex102.htm)]

[removed: [10.5](http://www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htmhttp:/www.sec.gov/Archives/edgar/data/1000228/000119312521072310/d131793dex101.htm)][added: [10.5](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex102.htm)]

[removed: [10.6](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex101.htm)][added: [10.6](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex103.htm)]

[Form of [removed: 2022] [added: 2024] Restricted Stock Unit Agreement for time-based restricted stock unit [removed: awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex101.htm)][added: awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex102.htm)]

[removed: [10.7](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex102.htm)][added: [10.24](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000033/ex103.htm)]

[Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, [removed: as](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: as amended and](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)]

[removed: [amended and](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: Mlotek and](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)]

[removed: [restated] [added: [amended and restated] effective as of May 23, [removed: 2023.][added: 2023).]

(Incorporated by [removed: reference](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: reference to Exhibit](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex104.htm)]

[removed: [to] [added: (Incorporated by reference to] Exhibit [removed: 10.1] [added: 10.3] to [removed: our](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: our](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex103.htm)]

[Current Report on Form 8-K filed on May 25, [removed: 2023](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: 2023).](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)]

[removed: [).](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: [7, 2024.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex103.htm)]

[removed: [10.11](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: [10.12](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)]

[removed: [10.12](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: [10.13](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)]

[removed: [10.13](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: [10.14](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)]

[removed: [10.14](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)][added: [10.15](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)]

[removed: [10.15](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)][added: [10.16](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)]

[removed: [10.16](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm)][added: [10.17](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm)]

[removed: [10.17](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: [10.11](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex104.htm)]

[removed: [Henry] [added: [pursuant to the Henry] Schein, Inc. 2023 Non-Employee Director Stock Incentive [removed: Plan, amended and](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: Plan (as](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex104.htm)]

[removed: [Current Report on] [added: [on] Form 8-K filed on [removed: May 25, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312523154352/d476925dex101.htm)][added: January 29, 2025.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312525015654/d925485dex101.htm)]

[removed: [10.18](http://www.sec.gov/Archives/edgar/data/1000228/000119312523278944/d297418dex101.htm)][added: [10.19](http://www.sec.gov/Archives/edgar/data/1000228/000119312523278944/d297418dex101.htm)]

[removed: [10.19](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit107_1q14.htm)][added: [10.39](http://www.sec.gov/Archives/edgar/data/1000228/000100022814000017/exhibit108_1q14.htm)]

Page 72.

[Index to Financial Statements](#a32052)

[Index to Financial Statements](#a32052)

[10.7](http://www.sec.gov/Archives/edgar/data/0001000228/000119312524147029/d682449dex101.htm)

[May 21, 2024 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-](http://www.sec.gov/Archives/edgar/data/0001000228/000119312524147029/d682449dex101.htm)

[K filed on May 24, 2024.)](http://www.sec.gov/Archives/edgar/data/0001000228/000119312524147029/d682449dex101.htm)

[Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex104.htm)

[Index to Financial Statements](#a32052)

[Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)

[and restated effective as of January 1, 2005.

[10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)

[2008 filed on February 24, 2009.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)

South).

[Herring, Robert J.

Hombach, Kurt P.

Ettinger, Mark E.

[Ronald N.

South, respectively).

[Index to Financial Statements](#a32052)

[Index to Financial Statements](#a32052)

[Strategic Partnership Agreement, dated January 29, 2025, by and between us and KKR](http://www.sec.gov/Archives/edgar/data/1000228/000119312525015654/d925485dex101.htm)

[Form of Registration Rights Agreement by and between us and KKR Hawaii Aggregator](http://www.sec.gov/Archives/edgar/data/1000228/000119312525015654/d925485dex102.htm)

[January 29, 2025.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312525015654/d925485dex102.htm)

[Henry Schein, Inc. Insider Trading Policy (amended and restated as of January 1, 2025)+](https://www.sec.gov/Archives/edgar/data/1000228/000100022825000014/exhibit191.htm)

[Index to Financial Statements](#a32052)

[reference to Exhibit 99.9 to our Annual Report on Form 10-K for the fiscal year ended](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit999.htm)

[Amendment No. 11 dated as of May 17, 2024 to Receivables Purchase Agreement, dated](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000054/ex991.htm)

[and the various purchaser groups from time to time party thereto.

(Incorporated by](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000054/ex991.htm)

[ended June 29, 2024 filed on August 6, 2024.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000054/ex991.htm)

December 28, 2024,

[Index to Financial Statements](#a32052)

Page 62.

[14, 2013.

[effective as of January 1, 2014.

[Letter Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad Connett](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1027.htm)

[Agreement dated November 11, 2021 between Henry Schein, Inc. and Brad Connett](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1028.htm)

[Special Incentive Plan dated May 24, 2021 between Henry Schein, Inc. and Brad Connett](http://www.sec.gov/Archives/edgar/data/1000228/000100022823000011/exhibit1029.htm)

[Form of Change in Control Agreement between us and certain executive officers who are a](http://www.sec.gov/Archives/edgar/data/1000228/000100022819000030/exhibit103.htm)

[party thereto (Walter Siegel).

[and Lorelei McGlynn).

[Herring, Kurt P.

Ettinger, Lorelei](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)

[McGlynn, Mark E.

Mlotek, Walter Siegel and Ronald N.

South, respectively).](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)

[fiscal quarter ended September 26, 2015 filed on November 4, 2015.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)

[10.37](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000055/d26627dex107.htm)

[10.43](http://www.sec.gov/Archives/edgar/data/1000228/000119312513161803/d523250dex102.htm)

[Limited Waiver dated November 10, 2023 to the Multicurrency Private Shelf Agreement,](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit991.htm)

[dated as of October 20, 2021, by and among us, AIG Asset Management (U.S.), LLC and](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit991.htm)

[each AIG affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit991.htm)

[Limited Waiver dated November 10, 2023 to the Third Amended and Restated](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[Multicurrency Master Note Purchase Agreement, dated as of October 20, 2021, by and](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[among us, Metropolitan Life Insurance Company, MetLife Investment Management, LLC](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[and each MetLife affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit992.htm)

[Limited Waiver dated November 10, 2023 to the Third Amended and Restated Master](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit993.htm)

[Note Facility, dated as of October 20, 2021, by and among us, NYL Investors LLC and](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit993.htm)

[each New York Life affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit993.htm)

[Limited Waiver dated November 10, 2023 to the Third Amended and Restated](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit994.htm)

[PGIM, Inc. and each Prudential affiliate which becomes party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit994.htm)

[Limited Waiver dated as of November 10, 2023 to the Second Amended and Restated](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit996.htm)

[Revolving Credit Agreement, dated as of July11, 2023, among us, the several lenders from](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit996.htm)

[time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit996.htm)

[the other parties from time to time party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit996.htm)

[Limited Waiver dated as of November 10, 2023 to the Term Loan Credit Agreement, dated](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit997.htm)

[as of July 11, 2023, among us, the several lenders from time to time party thereto,](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit997.htm)

[JPMorgan Chase Bank, N.A., as administrative agent, and the other parties from time to](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit997.htm)

[time party thereto.+](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit997.htm)

[99.8](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit998.htm)

[99.9](https://www.sec.gov/Archives/edgar/data/1000228/000100022824000011/exhibit999.htm)

Chief Strategic [removed: Officer] [added: Officer,] and

[Index to Financial Statements](#a32052)

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

/s/ ROBERT J.

HOMBACH

February 25, 2025

Robert J.

Hombach

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 25, 2025

February 28, 2024

/s/ JAMES P.

BRESLAWSKI

Vice Chairman, President

and Director

James P.

/s/ STEVEN PALADINO

Steven Paladino