Henry Schein 10-K 2025-12-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C.

20549

FORM

10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

December 27, 2025

☐

TRANSITION REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the transition period from ____________ to ____________

Commission file number

0-27078

HENRY SCHEIN, INC.

(Exact name of registrant as specified in its charter)

Delaware

11-3136595

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

135 Duryea Road

Melville

,

New York

(Address of principal executive offices)

11747

(Zip Code)

(

)

843-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

HSIC

The

Nasdaq

Global Select Market

Securities registered pursuant to Section 12(g)

of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES

:

☒

NO:

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES:

☐

NO

:

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.

YES

:

☒

NO:

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES

:

☒

NO:

☐

Indicate by check mark whether the registrant is a

large accelerated filer, an

accelerated filer, a non-accelerated filer,

a smaller reporting company,

or an

emerging

growth

company.

See

the

definitions

of

“large

accelerated

filer,”

“accelerated

filer,”

“smaller

reporting

company,”

and

“emerging

growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

:

☒

Accelerated filer:

☐

Non-accelerated filer:

☐

Smaller reporting company:

☐

Emerging growth company:

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared

or issued its audit report.

☒

If securities are registered pursuant to

Section 12(b) of the Act, indicate by

check mark whether the financial statements of

the registrant included in the

filing reflect the correction of an error to previously issued financial statements.

☐

Indicate

by

check

mark

whether

any

of

those

error

corrections

are

restatements

that

required

a

recovery

analysis

of

incentive-based

compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YES:

☐

NO

:

☒

The aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as

quoted on the Nasdaq Global Select Market on June 28, 2025, was approximately $

8,885,457,000

.

As of February 17, 2026, there were

114,704,121

shares of registrant’s Common Stock, par value $.01 per share, outstanding.

Documents Incorporated by Reference:

Portions of the Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year

(December 27, 2025) are incorporated by reference in Part III hereof.

TABLE OF CONTENTS

Page

Number

PART I

ITEM 1.

Business

ITEM 1A.

Risk Factors

ITEM 1B.

Unresolved Staff Comments

ITEM 1C.

Cybersecurit

y

ITEM 2.

Properties

ITEM 3.

Legal Proceedings

ITEM 4.

Mine Safety Disclosures

PART II

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

ITEM 6.

[Reserved]

ITEM 7.

Management's Discussion and Analysis of Financial Condition

and Results of Operations

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 8.

Financial Statements and Supplementary Data

ITEM 9.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure

ITEM 9A.

Controls and Procedures

ITEM 9B.

Other Information

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

ITEM 11.

Executive Compensation

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

ITEM 14.

Principal Accounting Fees and Services

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

ITEM 16.

Form

10-K Summary

Signatures

Index to Financial Statements

PART

I

Business

General

Henry Schein, Inc. is a solutions company for health care professionals powered

by a network of people and

technology.

We believe we are the world’s largest

provider of health care products and services primarily to

office-

based dental and medical practitioners, as well as alternate sites of care.

Our philosophy is grounded in our

commitment to serve as trusted advisors and help customers operate a more

efficient and successful business so the

practitioner can provide better clinical care.

With 94 years of experience distributing health care products, we have built a vast base of small, mid-sized

and

large customers in the dental and medical markets, serving more than one million customers worldwide

across

dental practices, laboratories,

physician practices, and ambulatory surgery centers, as well as government,

institutional health care clinics, home health providers, and other alternate care

clinics.

We are headquartered in Melville, New York

and employ more than 25,000 people.

Approximately 48% of our

workforce is based in the United States and 52% outside of the United States.

Our operations or affiliates are

located in 34 countries and territories.

Our broad global footprint has evolved over time through

organic growth as

well as through the contribution from our strategic acquisitions.

We stock a comprehensive selection of more than 300,000 branded and Henry Schein corporate brand products

through our network.

Our infrastructure, including over 5.4 million square feet of

space in 38 strategically located

distribution centers and 0.6 million square feet of space in 17 manufacturing

facilities around the world, enables us

to historically provide rapid and accurate order fulfillment, better serve our

customers and increase our operating

efficiency.

This infrastructure, together with broad product and service offerings

at competitive prices, and a strong

commitment to customer service, enables us to be a single source of supply

for our customers’ needs, which we

believe is a competitive advantage.

We conduct our business through three reportable segments:

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

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

technical services.

This

segment also includes value-added services such as financial

services, continuing education services,

consulting and other practice services.

This segment also markets and sells under our own corporate

brand,

a portfolio of cost-effective, high-quality consumable merchandise;

Global Specialty Products: manufacturing, marketing and sales of dental

implant and biomaterial products;

endodontic, orthodontic and orthopedic products and other health

care-related products and services; and

Global Technology: development and distribution of practice management software, e-services, and other

products, which are distributed to health care providers.

Recent Developments

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent

Developments” herein for a discussion related to recent Company developments.

Index to Financial Statements

Industry

The distribution and value-added services industry, as it relates to office-based health care practitioners, is

fragmented and diverse.

The industry spans a wide spectrum, from sole practitioners or small

independent offices

to mid-size and large group practices.

These larger organizations may include just a few clinicians or scale to

several hundred practices, often owned and operated by dental support organizations

(DSOs) or integrated delivery

networks (IDNs).

Due in part to the limited capacity of office-based health care practitioners

to store and manage large quantities of

supplies in their offices, the distribution of health care supplies and small equipment

to office-based health care

practitioners has been characterized by frequent, small quantity orders,

and a need for rapid, reliable and

substantially complete order fulfillment.

The purchasing decisions within an office-based health care practice

are

typically made by the practitioner, hygienist or office manager.

Supplies and small equipment are generally

purchased from more than one distributor, with one generally serving as the primary supplier.

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,

increased health care awareness and the importance of preventive care,

an increasing understanding of the

connection between good oral health and overall health, improved access

to care globally, the proliferation of

medical technology and testing, new pharmacology treatments and

expanded third-party insurance coverage,

partially offset by the effects of unemployment on insurance coverage and technological

improvements, including

the advancement of software and services, prosthetic solutions and telemedicine.

In addition, the non-acute market

continues to benefit from the shift of procedures and diagnostic

testing from acute care settings to alternate-care

sites, particularly physicians’ offices and ambulatory surgery centers.

Customer consolidation will likely lead to multiple locations under

common management and the movement of

more procedures from the hospital setting to the physician or alternate

care setting, as the health care industry is

increasingly focused on efficiency and cost containment.

This trend has benefited distributors capable of providing

a broad array of products and services at low prices.

It also has accelerated the growth of Health Maintenance

Organizations (“HMOs”), management service organizations, group practices, other managed

care accounts and

collective buying groups such as Dental Service Organizations (“DSOs”) and Group Purchasing

Organizations

(“GPOs”), which, in addition to their emphasis on obtaining products

at competitive prices, tend to favor

distributors capable of providing specialized management information

support.

We believe that the trend towards

cost containment has the potential to favorably affect demand for technology solutions,

including software, which

can enhance the efficiency and facilitation of practice management.

Index to Financial Statements

Competition

The distribution and manufacture of health care supplies and equipment is

highly competitive.

Many of the health

care products we sell are available to our customers from a number of suppliers.

In addition, our competitors could

obtain exclusive rights from manufacturers to market particular products.

Manufacturers also could seek to sell

directly to end-users and thereby eliminate or reduce our role and

that of other distributors.

In certain parts of the

dental end market, such as those related to dental specialty products, and

medical end market manufacturers already

sell directly to end customers.

In North America, we compete with other distributors, as well as several

manufacturers, of dental and medical

products, primarily on the basis of price, breadth of product line, e-commerce

capabilities, customer service and

value-added products and services.

In the dental distribution market, our primary competitors in the U.S. are

the

Patterson Dental division of Patterson Companies, Inc. and Benco Dental Supply

Company.

In addition, we

compete against a number of other distributors that operate on a national,

regional and local level.

Our primary

competitors in the U.S. medical distribution market, which accounts

for the large majority of our global medical

sales, are McKesson Corporation and Medline Industries, Inc., which are national

distributors.

We also compete

with a number of regional

Showing the first 8K of 113K characters. Open the full section

Our business operations could be affected by factors that are not presently known

to us or that we currently

consider not to be material to our operations, so you should not consider

the risks disclosed in this section to

necessarily represent a complete statement of all risks and uncertainties.

The Company believes that the following

risks could have a material adverse impact on our business, reputation, operating

results, financial condition and/or

the trading price of our common stock.

The order in which these factors appear does not necessarily reflect

their

relative importance or priority.

COMPANY RISKS

We are dependent upon third parties for the manufacture/supply of a significant volume of our products and

where we manufacture products, we are dependent upon third parties

for raw materials/purchased components.

We obtain a significant volume of the products we distribute from third parties, with whom we generally do not

have long-term contracts.

While there is typically more than one source of supply, some key suppliers, in the

aggregate, supply a significant portion of the products we sell.

In 2025, our top 10 Global Distribution and Value-

Added Services suppliers and our single largest supplier accounted for approximately

24% and 4%, respectively, of

our aggregate purchases.

Additionally, where we are the manufacturer of products for our speciality business (

e.g.

,

dental implants, endodontics, and orthopedics), we are dependent upon third parties

for raw materials and

purchased components.

Although no single supplier is material, because of our dependence

upon such suppliers,

our operations are subject to the suppliers’ ability and willingness to supply

products in the quantities that we

require, and the risks include delays caused by interruption in production

based on conditions outside of our

control, including a supplier’s failure to comply with applicable government

requirements (which may result in

product recalls, product detentions, and/or cessation of sales) or an interruption

in the suppliers’ manufacturing

capabilities.

In the event of any such interruption in supply, we would need to timely identify and obtain acceptable

replacement sources.

There is no guarantee that we would be able to obtain such alternative

sources of supply on a

timely basis, if at all, and an extended interruption in supply, particularly of a high-sales volume and/or high-

margin product, could result in a significant disruption in our sales and operations,

as well as damage to our

relationships with customers and our reputation.

We may be unsuccessful in achieving our strategic growth objectives.

Our 2025 – 2027 BOLD+1 Strategic Plan is defined under “Business, Business

Strategy” above.

In particular, we

are focused on continuing to grow our Henry Schein specialty brands

and technology and value-added services

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

If we are unable to effectively

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

investments through our growth

strategies.

Our business could be affected by the Strategic Partnership Agreement with KKR.

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.

Under the Partnership Agreement, two independent directors, Max Lin and

William K. “Dan” Daniel, joined our

Board of Directors.

On May16, 2025, we issued 3,285,151 shares of common stock

to funds affiliated with KKR

for an investment of $250 million, at approximately $76.10 per share.

Pursuant to the Partnership Agreement, KKR

also has the ability to purchase additional shares via open market purchases

up to a total equity stake of 14.9% of

the outstanding shares of common stock of the Company.

On November 4, 2025, the Company and KKR entered

into an amendment to the Partnership Agreement that increased the beneficial ownership

limit from 14.9% to19.9%

of the outstanding shares of the Company’s common stock that KKR is permitted to acquire during the

standstill

period.

The standstill provisions, including the increased ownership limit,

continue in effect for a period of six

months following the later of the expiration of the term of the Partnership Agreement

and the date on which no

KKR director appointed pursuant to the Partnership Agreement is serving on

the Company’s Board of Directors.

On December 7, 2025, pursuant to the Partnership Agreement, KKR notified

the Company of its election to

exercise the Extension Election (as defined in the Partnership Agreement) whereby

the Company’s Board of

Index to Financial Statements

Directors will renominate KKR’s designees, Max Lin and William K. “Dan” Daniel, to stand for election at the

Company’s 2026 annual meeting of stockholders for a term expiring at the Company’s 2027 annual meeting of

stockholders. The Partnership Agreement may have unintended consequences,

such as uncertainty about our

management, operations, or future strategic direction, which could

result in the loss of future business opportunities

or negatively impact our ability to attract and retain qualified talent.

KKR also invests in many different types of

businesses, and has or may continue to invest in customers, suppliers,

joint venture partners, or other entities that

have relationships with the Company, or in competitors of such entities, which may create unintended conflicts

resulting in a loss of business.

Our future growth (especially for our Global Technology and Global Specialty Products segments) is dependent

upon our ability to develop or acquire and maintain and protect

new products and services and utilize new

technologies that achieve market acceptance with acceptable margins.

Our future success depends on our ability to timely develop (or obtain the right

to sell) competitive and innovative

(particularly for our Global Technology and Global Specialty Products segments) products and services and utilize

new technologies, such as artificial intelligence (“AI”) (among other emerging technologies)

and to market them

and/or utilize them quickly and cost-effectively.

Our ability to anticipate customer needs and emerging trends and

develop or acquire new products, services and technologies at competitive

prices requires significant resources,

including employees with the requisite skills, experience and expertise, particularly

in our Global Technology

segment, including dental practice management, patient engagement

and demand creation software solutions.

The

failure to successfully address these challenges could materially disrupt

our sales and operations.

We have increased and expect to continue to increase our use of AI technologies in various contexts to improve

customer and patient experiences and drive efficiencies in certain areas of our business,

including, without

limitation, making AI features available within our practice management

systems, which, among other things, helps

dentists and clinical staff detect caries.

While these innovations can present benefits to the Company, they also

create risks and challenges.

The use of AI in healthcare offerings poses certain clinical risks resulting

from

potential misdiagnosis or misinformation provided from AI applications, diminishing

critical judgment, or loss of

interpersonal care from clinicians.

These deficiencies could undermine the decisions, predictions,

or analysis AI

applications produce, as well as their adoption, subjecting us to competitive

harm, legal liability (including under

new proposed legislation regulating AI in jurisdictions such as the EU

or new applications of existing data

protection, privacy, intellectual property, and other laws), regulatory actions, and reputational harm.

In

Showing the first 8K of 77K characters. Open the full section

Unresolved Staff Comments

We have no unresolved comments from the staff of the SEC that were issued 180 days or more preceding the end of

our 2025 fiscal year.

Index to Financial Statements

Cybersecurity

We rely on information systems in our business to obtain, rapidly process, analyze, manage and store customer,

product, supplier and employee data to, among other things: maintain

and manage multiple information systems

worldwide to facilitate the purchase and distribution of thousands of

inventory items from numerous distribution

centers; receive, process and ship orders on a timely basis; manage the

accurate billing and collections for

thousands of customers; process payments to suppliers and vendors; provide

products and services that maintain

certain of our customers’ electronic medical or dental records (including

protected health information of their

patients) and maintain and manage global human resources, compensation

and payroll systems.

For these purposes,

we define “information systems” in a manner consistent with the definition

contained in the rules adopted by the

SEC to mean “electronic information resources, owned or used by the

registrant, including physical or virtual

infrastructure controlled by such information resources, or components thereof,

organized for the collection,

processing, maintenance, use, sharing, dissemination, or disposition

of the registrant's information to maintain or

support the registrant's operations.”

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk mitigation strategy intended to protect our information

systems.

Our cybersecurity risk mitigation strategy is designed

so that the Company’s cybersecurity program is

aligned with generally accepted cybersecurity standards and frameworks,

in particular the NIST Cybersecurity

Framework, or “NIST CSF,” and our Company is externally audited, or certified, with ISO27001 partial scope.

We maintain an Office of Cybersecurity (“OCS”), led by our Chief Information Security Officer (“CISO”), which

oversees

the operations of our cyber risk mitigation strategy.

The OCS is a cross-functional, enterprise-wide

management team, which continuously evaluates our global cybersecurity

program’s effectiveness and is focused

on maintaining and protecting our information systems.

In overseeing the operations of our cyber risk mitigation

strategy, the OCS partners with our Global Technology Solutions team, which is led by our Chief Technology

Officer (“CTO”) and is comprised of over one hundred professionals that support our information

systems and

operations.

Our cyber risk mitigation strategy includes

monitoring

for and addressing risks that materialize within

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

third-party

vendors, suppliers and other third-party business

partners.

Our CISO reports to our CTO.

Our CTO,

who also serves as Senior Vice President,

has more than 30 years of

experience leading large-scale global IT organizations and received a Bachelor of Business Administration

in

Business Computer Information Systems and a Master of Business Administration

from Hofstra University.

See

also

Item 1. Business, Other Executive Management

.

Our Vice President, Global CISO, who also serves as Vice

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.

The cybersecurity risk mitigation strategy is also overseen by

senior

managers who are members of our Executive Steering Committee, comprised

of the Company’s most senior

technology, legal and internal auditing officers.

Our CEO is regularly briefed on issues, incidents, and

developments, and our Board oversees our risk mitigation strategy principally

through its Audit Committee and

Regulatory, Compliance and Cybersecurity Committee, as described in more detail below.

Our cybersecurity risk management program includes, among other

elements:

risk assessments designed to help identify material cybersecurity risks

to our information systems;

a security team principally responsible for managing our (i) cybersecurity

risk assessment processes, and

(ii) defining cybersecurity control standards;

the use of expert external service providers to assess, test or otherwise assist

with aspects of our

cybersecurity controls, and to respond to specific cybersecurity threats;

the review and assessment of past cybersecurity incidents with a view to

learning from those events to

further strengthen our cyber risk mitigation strategy;

Index to Financial Statements

a written cybersecurity incident response plan that includes procedures

for responding to cybersecurity

incidents; and

a Global Information Security Policy, together with more detailed information security policies,

procedures, standards, and guidelines.

In addition, all employees with systems access are required to participate

in mandatory annual cybersecurity and

anti-phishing courses, along with compliance programs.

Our employees who perform financial gatekeeper roles

also receive additional mandatory annual data security training specific

to spoofing, phishing and similar data

security threats.

Per written Company policies, employees are also required

to safeguard confidential information.

Our cybersecurity risk strategy is integrated into our overall enterprise

risk management program, and our

cybersecurity team is supported by and connected with the enterprise risk management

team.

Cyber Incidents

In addition to immaterial and unrelated incidents at certain of our subsidiaries,

in October 2023 Henry Schein

experienced a cyber incident that primarily affected the operations of our North American

and European dental and

medical distribution businesses.

Henry Schein One, our practice management software, revenue cycle

management

and patient relationship management solutions business was not affected, and

our manufacturing businesses were

mostly unaffected.

The October 2023 cyber incident disrupted key business operations,

adversely impacted our

financial results for the fourth quarter and full year 2023, diverted

attention of management, and caused the

Company to incur significant remediation costs.

The incident had residual impact on our financial results in 2024.

Cybersecurity Governance

Our Board has a Regulatory, Compliance and Cybersecurity Committee that focuses on cybersecurity oversight,

together with other board committees, principally the Audit Committee.

The purpose of the Regulatory,

Compliance and Cybersecurity Committee is to assist the Board by providing

guidance to, and oversight of, the

Company’s senior management responsible for assessing and managing Company-wide regulatory, corporate

compliance and cybersecurity risk management programs.

The primary responsibilities of the Regulatory,

Compliance and Cybersecurity Committee are to (i) discuss cybersecurity

strategic decisions, issues, challenges and

opportunities relating thereto, (ii) provide expertise to guide assessment

and monitoring of Company-wide

regulatory, corporate compliance and cybersecurity risk management budgeting, spending and capital investment,

(iii) monitor progress and status of the Company’s regulatory, corporate compliance and cybersecurity risk

management programs, (iv) review and evaluate major regulatory, corporate compliance and cybersecurity risk

management initiatives to identify emerging and future opportunities for synergy or to

leverage regulatory,

corporate compliance and cybersecurity risk management investments

more effectively and cost efficiently,

(v) report to the Audit Committee on regulatory, corporate compliance and cybersecurity risk management matters

reviewed by the Regulatory, Compliance and Cybersecurity Committee that may impact the Company’s financial

reporting and (vi) be generally available to, and communicate with,

the Company’s senior management, and to

inform the Board in the areas described above.

Our CISO and CTO, along with other key executives who are part of our Executive

Steering Committee, review

strategy, policy,

program effectiveness, standards, enforcement and cybersecurity issue management

with the

Board’s Regulatory,

Compliance and Cybersecurity Committee on at least a quarterly basis and

with the Audit

Committee on at least a bi-annual basis.

Our CTO

meets

with Board members outside of the formal meetings on a

regular basis as well as in connection with specific cybersecurity issues or

threats.

Index to Financial Statements

Properties

Within our Global Distribution and Value

-Added Services and Global Specialty Products segments (for properties

with more than 100,000 square feet) we lease and/or own approximately

5.0 million square feet of properties,

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

locations including

United States, Germany, France, Canada, and Brazil.

We also have meaningful market presence in several other

European countries, and the Asia-Pacific region.

Lease expirations range from 2026 to 2048.

We believe that our properties are in good condition, are well maintained and are suitable and adequate to carry on

our business.

We have additional operating capacity at certain distribution center facilities.

Legal Proceedings

For a discussion of Legal Proceedings, see

Note 17 – Commitments and Contingencies

of the Notes to the

Consolidated Financial Statements included under Item 8.

Mine Safety Disclosures

Not applicable.

Index to Financial Statements

PART

II

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 17, 2026, there were approximately 251 holders of record

of our common stock and the last reported

sales price was $77.21.

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 since 2003 that have aggregated to an additional $6.7 billion,

authorized by our Board, to the repurchase

program provide for a total of $6.8 billion (including $500 million authorized

on January 27, 2025 and an

additional $750 million authorized on September 8, 2025) of shares of our common

stock to be repurchased under

this program, with $780 million currently available for future share repurchases.

On May 19, 2025, we executed an accelerated share repurchase program

to repurchase a total of $250 million of

our outstanding common stock based on volume-weighted average

prices.

In May 2025 we received 3,122,832

shares at an estimated fair value of $224 million.

In July 2025, we received an additional 368,651 shares at an

estimated fair value of $26 million, representing the final amount of shares

to be received under this accelerated

share repurchase program.

As of December 27, 2025, we had repurchased approximately $6.0

billion of common stock (107,876,628) shares

under these initiatives,

with $780 million available for future common stock share repurchases.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended December 27, 2025:

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)

9/28/2025 through 11/1/2025

1,020,000

$

64.28

1,020,000

14,467,711

11/2/2025 through 11/29/2025

488,067

70.55

488,067

11,799,992

11/30/2025 through 12/27/2025

1,304,805

76.64

1,304,805

10,244,654

2,812,872

2,812,872

(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 2025 or 2024.

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 and

will depend

upon the earnings, financial condition, capital requirements, level

of indebtedness, contractual restrictions with

respect to payment of dividends and other factors.

Index to Financial Statements

$50

$100

$150

$200

$250

December 2020

December 2021

December 2022

December 2023

December 2024

December 2025

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 26, 2020, the last trading day before the

beginning of our 2021 fiscal year, through the

end of our 2025 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 26, 2020

ASSUMES DIVIDENDS REINVESTED

December 26,

December 25,

December 31,

December 30,

December 28,

December 27,

2020

2021

2022

2023

2024

2025

Henry Schein, Inc.

$

100.00

$

113.81

$

121.30

$

114.96

$

106.92

$

115.57

Dow Jones U.S. Health

Care Index

100.00

124.30

119.60

121.86

126.18

144.40

NASDAQ Stock Market

Composite Index

100.00

123.04

82.97

120.01

158.80

191.20

[Reserved]

Index to Financial Statements

Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Cautionary Note Regarding Forward-Looking Statements

In accordance with the “Safe Harbor” provisions of the Private Securities

Litigation Reform Act of 1995, we

provide the following cautionary remarks regarding important factors

that, among others, could cause future results

to differ materially from the forward-looking statements, expectations and assumptions

expressed or implied herein.

All forward-looking statements made by us are subject to risks and uncertainties

and are not guarantees of future

performance.

These forward-looking statements involve known and unknown

risks, uncertainties and other factors

that may cause our actual results, performance and achievements

or industry results to be materially different from

any future results, performance or achievements expressed or implied

by such forward-looking statements.

These

statements are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,”

“plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to

make” or other comparable terms.

Factors that

could cause or contribute to such differences include, but are not limited to,

those discussed in this Annual Report

on Form 10-K, and in particular the risks discussed under the caption

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

those that may be discussed in other documents we file with

the Securities and Exchange Commission (“SEC”).

Risk factors and uncertainties that could cause actual results to differ materially from

current and historical results

include, but are not limited to: our dependence on third parties for

the manufacture and supply of our products 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, including

anticipated results of restructuring and

value creation initiatives; risks related to the Strategic Partnership Agreement

with KKR Hawaii Aggregator L.P.

entered into in January 2025; transitions in senior company leadership;

our ability to develop or acquire and

maintain and protect new products (particularly technology and specialty

products) and services and utilize new

technologies that achieve market acceptance with acceptable margins; transitional

challenges associated with

acquisitions and joint ventures, including the failure to achieve anticipated

synergies/benefits, as well as significant

demands on our operations, information systems, legal, regulatory, compliance, financial and human resources

functions in connection with acquisitions, dispositions and joint ventures; certain

provisions in our governing

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

in supplier rebates or other

purchasing incentives; risks related to the sale of corporate brand products;

risks related to activist investors;

security risks associated with our information systems and technology

products and services, such as cyberattacks

or other privacy or data security breaches (including the October 2023 incident);

effects of a highly competitive

(including, without limitation, competition from third-party online commerce sites)

and consolidating market;

political, economic and regulatory influences on the health care

industry; risks from expansion of customer

purchasing power and multi-tiered costing structures; increases in shipping costs

for our products or other service

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

domestic macro-economic and political conditions, including inflation,

deflation, recession, unemployment (and

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

sovereign debt levels, fluctuations in

energy pricing and the value of the U.S. dollar as compared to foreign currencies

and changes to other economic

indicators; failure to comply with existing and future regulatory

requirements, including relating to health care;

risks associated with the EU Medical Device Regulation; failure to comply with

laws and regulations relating to

health care fraud or other laws and regulations; failure to comply with

laws and regulations relating to the

collection, storage and processing of sensitive personal information or standards

in electronic health records or

transmissions; changes in tax legislation, changes in tax rates and availability

of certain tax deductions; risks related

to product liability, intellectual property and other claims; risks associated with customs policies or legislative

import restrictions; risks associated with disease outbreaks, epidemics,

pandemics (such as the COVID-19

pandemic), or similar wide-spread public health concerns and other

natural or man-made disasters; risks associated

with our global operations; the threat or outbreak of war (including, without

limitation, geopolitical wars), 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, including changes to

international trade agreements and the current imposition of (and the

potential for additional) tariffs by the U.S. on

numerous countries and retaliatory tariffs; supply chain disruption; litigation

risks; new or unanticipated litigation

developments and the status of litigation matters; our dependence on

our senior management (including, without

Index to Financial Statements

limitation, the transition to a new Chief Executive Officer), employee hiring and retention,

increases in labor costs

or health care costs, and our relationships with customers, suppliers and

manufacturers; and disruptions in financial

markets.

The order in which these factors appear should not be construed

to indicate their relative importance or

priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control

or predict.

Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction

of actual results.

We undertake no duty and have no obligation to update forward-looking statements except as

required by law.

Where You

Can Find Important Information

We may disclose important information through one or more of the following channels: SEC filings, public

conference calls and webcasts, press releases, the investor relations

page of our website (www.henryschein.com)

and the social media channels identified on the About Media Center page

of our website.

Recent Developments

Chief Executive Officer

On January 12, 2026, we announced the appointment of Frederick

M. Lowery as our new CEO, effective March 2,

2026, at which time Mr. Lowery will join our Board of Directors.

Mr. Lowery succeeds Stanley M. Bergman, who

will remain as our CEO through March 1, 2026, at which time Mr. Bergman will retire as CEO, but will remain as

Chairman of the Board.

Cyber Incident

As previously reported, in October 2023 Henry Schein experienced

a cyber incident that primarily affected the

operations of our North American and European dental and medical

distribution businesses.

During the years ended December 28, 2024 and December 30, 2023, we had

a sales decrease in our dental and

medical distribution businesses, which we believe was primarily a

result of lower sales to episodic customers

following the cyber incident.

With respect to the October 2023 cyber incident, we had a $60 million insuranc

Showing the first 8K of 60K characters. Open the full section

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks, interest rate risks as well as changes in foreign currency exchange rates as

measured against the U.S. dollar and each other, and changes to the credit markets.

We attempt to minimize these

risks primarily by using foreign currency forward contracts and by

maintaining counter-party credit limits.

These

hedging activities provide only limited protection against currency exchange

and credit risks.

Factors that could

influence the effectiveness of our hedging programs include currency markets and

availability of hedging

instruments and liquidity of the credit markets.

All foreign currency forward contracts that we enter into are

components of hedging programs and are entered into for the sole purpose

of hedging an existing or anticipated

currency exposure.

We do not enter into such contracts for speculative purposes and we manage our credit risks by

diversifying our investments, maintaining a strong balance sheet and having

multiple sources of capital.

Foreign Currency

The value of certain foreign currencies compared to the U.S. dollar may

affect our financial results.

Fluctuations in

exchange rates may positively or negatively affect our revenues, gross margins, operating expenses

and retained

earnings, all of which are expressed in U.S. dollars.

Where we deem it prudent, we engage in hedging programs

using primarily foreign currency forward contracts aimed at limiting

the impact of foreign currency exchange rate

fluctuations on earnings.

We purchase short-term (i.e., generally 18 months or less) foreign currency forward

contracts to protect against currency exchange risks associated with intercompany

loans due from our international

subsidiaries and the payment of merchandise purchases to foreign

suppliers.

We do not hedge the translation of

foreign currency profits into U.S. dollars, as we consider foreign

currency translation to be an accounting exposure,

not an economic exposure.

A hypothetical 5% change in the average value of the U.S. dollar in 2025 compared

to

foreign currencies would have changed our 2025 reported Net income

attributable to Henry Schein, Inc. by

approximately $6 million.

As of December 27, 2025, our forward foreign currency exchange agreements,

which expire through November 3,

2028, had a fair value of $(20) million as determined by quoted

market prices.

Included in the forward foreign

currency exchange agreements, Henry Schein, Inc. had net investment designated

EUR/USD forward contracts

with notional values of approximately €300 million and reported fair values

of $(20) million.

A 5% increase in the

value of the Euro to the USD from December 27, 2025 would decrease the fair

value of these forward contracts by

$18 million.

Total

Return Swaps

On March 20, 2020, we entered into a total return swap for the purpose of economically

hedging our unfunded non-

qualified supplemental retirement plan and our deferred compensation plan obligation.

At inception, the notional value of the investments in these plans was $43

million.

At December 27, 2025, the

notional value of the investments in these plans was $117 million.

At December 27, 2025, the financing blended

rate for this swap was based on the Secured Overnight Financing Rate

(“SOFR”) of 3.79% plus 0.75%, for a

combined rate of 4.54%.

For the years ended December 27, 2025, December 28, 2024, and December

30, 2023 we

have recorded a gain within selling, general and administrative expense, of approximately

$11 million, $8 million

and $10 million, respectively, net of transaction costs, related to this undesignated swap.

This swap is expected to

be renewed on an annual basis and is expected to result in a neutral impact to our

results of operations.

Credit Risk Monitoring

We limit our credit risk with respect to our cash equivalents, short-term investments and derivative instruments by

monitoring the credit worthiness of the financial institutions who are

the counterparties to such financial

instruments.

As a risk management policy, we limit the amount of credit exposure by diversifying and utilizing

numerous investment grade counterparties.

Index to Financial Statements

Interest Rate Risk

As of December 27, 2025, we had variable interest rate exposure for certain

of our revolving credit facilities and

our U.S. trade accounts receivable securitization.

Our revolving credit facility,

which we entered into on July 11,

2023 and expires on July 11, 2028,

has a variable

interest rate that is based on the SOFR plus a spread based on our leverage

ratio at the end of each financial

reporting quarter.

As of December 27, 2025, there was $100 million outstanding under

this revolving credit

facility.

During the year ended December 27, 2025, the average outstanding

balance was approximately $203

million.

Based upon our average outstanding balances, for each hypothetical

increase of 25 basis points, our

interest expense thereunder would have increased by $0.5 million.

Our U.S. trade accounts receivable securitization, which we entered

into on April 17, 2013 and expires on

December 6, 2027, has a variable interest rate that is based upon the asset-backed

commercial paper rate.

As of

December 27, 2025, the commercial paper rate was 4.06% plus 0.75%,

for a combined rate of 4.81%,

and the

outstanding balance under this securitization facility was $390 million.

During the year ended December 27, 2025,

the average outstanding balance was approximately $363 million.

Based upon our average outstanding balances,

for each hypothetical increase of 25 basis points, our interest expense thereunder

would have increased by $1

million.

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

Agreement”),

which was originally scheduled to mature on July 11, 2026.

On June 6, 2025, this agreement was

amended and restated to, among other things, (i) extend the maturity date

to June 6, 2030, and (ii) modify certain

financial definitions and covenants.

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.

After renewing the Term Credit

Agreement in June of 2025, our hedged portion of the Term Credit Agreement was approximately 90% of the

notional total.

As of December 27, 2025, the effective fixed rate was 5.69% and the floating

rate was 5.01%,

resulting in a weighted average rate of 5.62%.

On July 11, 2023, we entered into interest rate swap agreements to hedge the cash flow of our variable

rate $750

million floating debt term loan facility, with three years maturity, effectively changing the floating rate portion of

our obligation to a fixed rate.

Under the terms of the interest rate swap agreements, we receive variable

interest

payments based on the one-month Term SOFR rate and pay interest at a fixed rate.

As of December 27, 2025, the

notional value of the interest rate swap agreements was $675 million.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

HENRY SCHEIN, INC.

Page

Number

Report of Independent Registered Public Accounting Firm

(BDO USA, P.C.;

New York,

New York;

PCAOB

ID#

)

Consolidated Financial Statements

:

Balance Sheets as of December 27, 2025 and December 28, 2024

Statements of Income for the years ended December 27, 2025,

December 28, 2024 and December 30, 2023

Statements of Comprehensive Income for the years ended December 27, 2025,

December 28, 2024 and December 30, 2023

Statements of Changes in Stockholders’ Equity for the years ended

December 27, 2025, December 28, 2024 and December 30, 2023

Statements of Cash Flows for the years ended December 27, 2025,

December 28, 2024 and December 30, 2023

Notes to Consolidated Financial Statements

Note 1 – Basis of Presentation and Significant Accounting Policies

Note 2 – Cyber Incident

Note 3 – Net Sales from Contracts with Customers

Note 4 – Segment and Geographic Data

Note 5 – Business Acquisitions

Note 6 – Inventories, Net

Note 7 – Property and Equipment, Net

Note 8 – Leases

Note 9 – Goodwill and Other Intangibles, Net

Note 10 – Investments and Other

Note 11 – Fair Value Measurements

Note 12 – Concentrations of Risk

Note 13 – Derivatives and Hedging Activities

Note 14 – Debt

Note 15 – Income Taxes

Note 16 – Plans of Restructuring and Related Costs

Note 17 – Commitments and Contingencies

Note 18 – Stock-Based Compensation

Note 19 – Employee Benefit Plans

Note 20 – Redeemable Noncontrolling Interests

Note 21 – Comprehensive Income

Note 22 – Earnings Per Share

Note 23 – Supplemental Cash Flow Information

Note 24 – Related Party Transactions

Note 25 – KKR Investment and Accelerated Share Repurchase Program

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Henry Schein, Inc.

Melville, New York

Opinion on the Consolidated Financial Statements

We

have

audited

the

accompanying

consolidated

balance

sheets

of

Henry

Schein,

Inc.

(the

“Company”)

as

of

December

27,

2025

and

December

28,

2024,

the

related

consolidated

statements

of

income

and

comprehensive

income, changes in

stockholders’ equity,

and cash

flows for

each of

the three

years in

the period

ended December

27, 2025, and

the related notes

(collectively referred to

as the

“consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company at

December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three

years in

the period

ended December

27, 2025,

in conformity

with accounting

principles generally

accepted in

the

United States of America.

We

also

have

audited,

in

accordance

with

the

standards

of

the

Public

Company

Accounting

Oversight

Board

(United States) (PCAOB),

the Company's internal

control over financial reporting

as of December

27, 2025, based

on criteria

established in

Internal Control

– Integrated

Framework (2013)

issued by

the Committee

of Sponsoring

Organizations

of

the

Treadway

Commission

(COSO)

and

our

report

dated

February

24,

2026

expressed

an

unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are

the responsibility of the

Company’s management. Our

responsibility is

to

express

an

opinion

on

the

Company’s

consolidated

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered with

the

Public

Company Accounting

Oversight Board

(United

States)

(PCAOB)

and

are required to be independent with

respect to the Company in accordance

with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

We

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

consolidated

financial

statements

are

free

of

material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial

statements, whether

due to

error or

fraud, and

performing procedures

that respond

to those

risks. Such

procedures

included examining,

on a

test basis,

evidence regarding

the amounts

and disclosures

in the

consolidated financial

statements.

Our audits

also included

evaluating the

accounting principles

used

and significant

estimates made

by

management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that

our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical

audit matter

communicated below is

a matter

arising from

the current period

audit of

the consolidated

financial statements

that was

communicated or

required to

be communicated to

the Audit

Committee and that:

(1)

relates

to

accounts

or

disclosures

that

are

material

to

the

consolidated

financial

statements

and

(2)

involved

our

especially challenging, subjective,

or complex

judgments. The

communication of the

critical audit

matter does

not

alter

in

any

way

our

opinion

on

the

consolidated

financial

statements,

taken

as

a

whole,

and

we

are

not,

by

communicating the

critical audit

matter below,

providing a

separate opinion

on the

critical audit

matter or

on the

accounts or disclosures to which it relates.

Business Acquisition - Valuation of Acquired Intangible Assets

As described in Notes 1 and 5 of the consolidated financial statements,

the Company acquired entities within the

Index to Financial Statements

Global Distribution and Value-Added Services, Global Specialty Products and Global Technology segments during

the year ended December 27, 2025 for total consideration of $392

million.

The purchase price was allocated to the

assets acquired and liabilities assumed based on their respective

fair values on the date of acquisition.

The

Company estimated the fair value of identifiable intangible assets using

the relief-from-royalty method and the

multi-period excess earnings method which required the Company

to make significant estimates and assumptions,

including discount rates and projected revenue growth rates.

We identified the revenue growth rates for certain periods and the discount rates used in estimating the fair value of

certain trade name and customer relationships as a critical audit

matter.

The principal considerations for our

determination were the subjective judgement required by management

in formulating the revenue growth rates and

assessing the appropriateness of the discount rates used in developing

the fair value of the applicable acquired

identifiable intangible assets. Auditing these considerations involved

especially subjective and challenging auditor

judgement due to the nature and extent of audit effort required to address these

matters, including the extent of

specialized skill or knowledge needed.

The primary procedures we performed to address

this critical audit matter included:

●

Evaluating the reasonableness of

the revenue growth rates

used in estimating the

fair value of

certain trade

name

and

customer

relationships

by:

(i)

review

Showing the first 8K of 186K characters. Open the full section

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

None.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including

our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this annual report as

such term is defined in Rules 13a-15(e) and

15d-15(e) promulgated under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Based on

this evaluation, our management, including our principal executive

officer and principal financial officer,

concluded that our disclosure controls and procedures were effective as of December 27,

2025, to ensure that all

material information required to be disclosed by us in reports that we file

or submit under the Exchange Act is

accumulated and communicated to them as appropriate to allow timely

decisions regarding required disclosure and

that all such information is recorded, processed, summarized and reported

within the time periods specified in the

SEC’s rules and forms, and the rules of the Nasdaq stock exchange.

Changes in Internal Control over Financial Reporting

The combination of acquisitions, continued acquisition integrations and systems

implementation activity

undertaken during the quarter ended December 27, 2025, and carried over from

prior quarters, when considered in

the aggregate, represents a material change in our internal control

over financial reporting.

The full integration of

certain acquisitions completed in the current and prior quarters will extend

beyond year-end and, therefore, we

excluded these acquisitions, which represents approximately 0.10% of

our total net sales, from our annual

assessment of internal control over financial reporting as of December

27, 2025, as permitted by related SEC staff

interpretive guidance for newly acquired businesses.

During the quarter ended December 27, 2025, we completed the acquisition

of a controlling interest of a Global

Distribution and Value-Added Services segment affiliate in Canada as well as the acquisition of a Global

Specialties Products segment business in Brazil.

Also, post-acquisition integration related activities continued for

businesses acquired during prior quarters within our Global Specialties Products

segment.

These acquisitions, the

majority of which utilize separate information and financial accounting

systems, have been included in our

consolidated financial statements since their respective dates of acquisition.

Additionally, during the quarter ended December 27, 2025, we continued systems implementation activities for the

phased roll-out of a new e-commerce system for our Global Distribution

and Value

-Added Services segment in the

U.S. and Canada.

Also, we completed systems implementation activity for migrating

many of our Global

Distribution and Value-Added Services, Global Specialty Products and Global Technology segment businesses

Company-wide onto an existing Human Capital Management

system.

Finally, we continued systems

implementation activities for upgrading the ERP business system for our Global

Distribution and Value-Added

Services segment in Australia and New Zealand.

All acquisitions, continued acquisition integrations, and systems

implementation activities involve necessary and

appropriate change-management controls that are considered in our quarterly

assessment of the design and

operating effectiveness of our internal control over financial reporting.

Management’s

Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting,

as such term is defined in Exchange Act Rule 13a-15(f).

Our internal control system is designed to provide

reasonable assurance to our management and Board regarding the preparation

and fair presentation of published

financial statements.

Under the supervision and with the participation of our management,

including our principal

Index to Financial Statements

executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal

control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013), updated

and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.

Based on our evaluation

under the COSO Framework, our management concluded that our

internal control over financial reporting was

effective at a reasonable assurance level as of December 27, 2025.

The effectiveness of our internal control over financial reporting as of December 27,

2025, has been independently

audited by BDO USA, P.C., an independent registered public accounting firm and their attestation is included

herein.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

that the objectives of the internal control system are met.

Because of the inherent limitations of any internal control

system, no evaluation of controls can provide absolute assurance that

all control issues, if any, within a company

have been detected.

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Henry Schein, Inc.

Melville, New York

Opinion on Internal Control over Financial Reporting

We

have audited Henry

Schein, Inc.’s

(the “Company’s”)

internal control over

financial reporting as

of December

27, 2025, based on

criteria established in Internal Control

– Integrated Framework (2013) issued

by the Committee

of

Sponsoring

Organizations

of

the

Treadway

Commission

(the

“COSO

criteria”).

In

our

opinion,

the

Company

maintained,

in

all

material

respects,

effective

internal

control

over

financial

reporting

as

of

December

27,

2025,

based on the COSO criteria.

We

also

have

audited,

in

accordance

with

the

standards

of

the

Public

Company

Accounting

Oversight

Board

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 27, 2025 and December

28,

2024,

the

related

consolidated

statements

of

income

and

comprehensive

income,

changes

in

stockholders’

equity, and cash

flows for each of the three years in the

period ended December 27, 2025, and the related

notes and

our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s

management is

responsible for

maintaining effective

internal control

over financial

reporting and

for

its

assessment

of

the

effectiveness

of

internal

control

over

financial

reporting,

included

in

the

accompanying

Item

9A, Management’s

Report on

Internal Control

over

Financial Reporting.

Our responsibility

is

to

express an

opinion on the

Company’s internal

control over financial

reporting based on

our audit. We

are a public

accounting

firm

registered

with

the

PCAOB and

are

required

to

be

independent

with

respect

to

the

Company in

accordance

with

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require

that we plan

and perform the

audit to

obtain reasonable assurance

about whether effective

internal

control

over

financial

reporting

was

maintained

in

all

material

respects.

Our

audit

included

obtaining

an

understanding

of

internal

control

over

financial

reporting,

assessing

the

risk

that

a

material

weakness

exists,

and

testing

and

evaluating

the

design

and

operating

effectiveness

of

internal

control

based

on

the

assessed

risk.

Our

audit also included performing

such other procedures as we

considered necessary in the

circumstances. We

believe

that our audit provides a reasonable basis for our opinion.

As indicated in

the accompanying Item

9A, Controls and

Procedures, management’s

assessment of and

conclusion

on

the

effectiveness

of

internal

control

over

financial

reporting

did

not

include

the

internal

controls

of

certain

entities

acquired

in

2025

(“the

2025

Acquisitions”),

which

are

included

in

the

consolidated

balance

sheet

of

the

Company as of December 27,

2025, and the related consolidated

statements of income and comprehensive income,

changes

in

stockholders’

equity,

and

cash

flows

for

the

year

then

ended. The

2025

Acquisitions

constituted

approximately

0.10%

of

total

net

sales

for

the

year

ended

December

27,

Management

did

not

assess

the

effectiveness

of

internal

control

over

financial

reporting

of

the

2025

Acquisitions

because

of

the

timing

of

the

acquisitions

which

were

completed

during

the

2025

fiscal

year.

Our

audit

of

internal

control

over

financial

reporting of

the Company

also did

not include

an evaluation

of the

internal control

over financial

reporting of

the

2025 Acquisitions.

Definition and Limitations of Internal Control over Financial Reporting

A

company’s

internal

control

over

financial

reporting

is

a

process

designed

to

provide

reasonable

assurance

regarding the

reliability of

financial reporting

and the

preparation of

financial statements

for external

purposes in

accordance

with

generally

accepted

accounting

principles.

A

company’s

internal

control

over

financial

reporting

includes

those

policies

and

procedures

that

(1)

pertain

to

the

maintenance

of

records

that,

in

reasonable

detail,

accurately and

fairly reflect

the transactions

and dispositions

of the

assets of

the company;

(2) provide

reasonable

Index to Financial Statements

assurance

that

transactions

are

recorded

as

necessary

to

permit

preparation

of

financial

statements

in

accordance

with generally

accepted accounting

principles, and

that receipts

and expenditures

of the

company are

being made

only

in

accordance with

authorizations of

management and

directors of

the

company; and

(3) provide

reasonable

assurance

regarding

prevention

or

timely

detection

of

unauthorized

acquisition,

use,

or

disposition

of

the

company’s assets that could have a material effect on the financial statements.

Because

of

its

inherent

limitations,

internal

control

over

financial

reporting

may

not

prevent

or

detect

misstatements.

Also,

projections

of

any

evaluation

of

effectiveness

to

future

periods

are

subject

to

the

risk

that

controls

may

become

inadequate

because

of

changes

in

conditions,

or

that

the

degree

of

compliance

with

the

policies or procedures may deteriorate.

/s/ BDO USA, P.C.

New York

,

New York

February 24, 2026

Index to Financial Statements

Other Information

No

t applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART

III

Directors, Executive Officers and Corporate Governance

Information required by this item regarding our directors and executive

officers and our corporate governance is

hereby incorporated by reference to the Section entitled “Election of Directors,”

with respect to directors, and the

first paragraph of the Section entitled “Corporate Governance - Board

of Directors Meetings and Committees -

Audit Committee,” with respect to corporate governance, in each case

in our definitive 2026 Proxy Statement to be

filed pursuant to Regulation 14A and to the Section entitled “Information

about our Executive Officers” in Part I of

this report, with respect to executive officers.

There have been no changes to the procedures by which stockholders

may recommend nominees to our Board since

our last disclosure of such procedures, which appeared in our definitive

2025 Proxy Statement filed pursuant to

Regulation 14A on April 9, 2025.

Information required by this item concerning compliance with Section

16(a) of the Securities Exchange Act of

1934 is hereby incorporated by reference to the Section entitled

“Delinquent Section 16(a) Reports” in our

definitive 2026 Proxy Statement to be filed pursuant to Regulation 14A,

to the extent responsive disclosure is

required.

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief

Accounting Officer and Controller.

We make available free of charge through our Internet website,

www.henryschein.com,

under the “About Henry Schein--Corporate Governance

Highlights” caption, our Code of

Ethics.

We intend to disclose on our Web

site any amendment to, or waiver of, a provision of the Code

of Ethics.

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 filed

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.

Executive Compensation

The information required by this item is hereby incorporated by reference

to the Sections

entitled “Compensation

Discussion and Analysis,” “Compensation Committee Report” (which

information shall be deemed furnished in

this Annual Report on Form 10-K), “Executive and Director Compensation” and

“Compensation Committee

Interlocks and Insider Participation” in our definitive 2026 Proxy Statement

to be filed pursuant to Regulation 14A.

Index to Financial Statements

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder

Matters

We maintain several stock incentive plans for the benefit of certain officers, directors and employees.

All active

plans have been approved by our stockholders.

Descriptions of these plans appear in the notes to our consolidated

financial statements.

The following table summarizes information relating to these plans as

of December 27, 2025:

Number of Common

Shares to be Issued Upon

Weighted-

Average

Number of Common

Exercise of Outstanding

Exercise Price of

Shares Available

for

Plan Category

Options and Rights

Outstanding Options

Future Issuances

Plans Approved by Stockholders

-

$

-

9,405,917

Plans Not Approved by Stockholders

-

-

-

Total

-

$

-

9,405,917

The other information required by this item is hereby incorporated by

reference to the Section entitled “Security

Ownership of Certain Beneficial Owners and Management” in our definitive 2026

Proxy Statement to be filed

pursuant to Regulation 14A.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is hereby incorporated by reference

to the Section entitled “Certain

Relationships and Related Transactions” and “Corporate Governance – Board of Directors Meetings and

Committees – Independent Directors” in our definitive 2026 Proxy Statement

to be filed pursuant to Regulation

14A.

Principal Accounting Fees and Services

The information required by this item is hereby incorporated by reference

to the Section entitled “Independent

Registered Public Accounting Firm Fees and Pre-Approval Policies and

Procedures” in our definitive 2026 Proxy

Statement to be filed pursuant to Regulation 14A.

PART

IV

Exhibits, Financial Statement Schedules

(a)

List of Documents Filed as a Part of This Report:

Financial Statements:

Our Consolidated Financial Statements filed as a part of this report

are listed on the index on

Page 69.

Index to Exhibits:

See exhibits listed under Item 15(b) below.

Index to Financial Statements

(b) Exhibits

3.1

Second Amended and Restated Certificate of Incorporation of Henry Schein, Inc.

(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June

1, 2018.)

3.2

Fifth Amended and Restated By-Laws of Henry Schein, Inc., effective January 10, 2026.

(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on

January 12, 2026.)

4.1

Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of

October 20, 2021, by and among us, Metropolitan Life Insurance Company, MetLife

Investment Management, LLC and each MetLife affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed on

October 21, 2021.)

4.2

First Amendment to the Third Amended and Restated Multicurrency Master Note Purchase

Agreement, dated as of December 19, 2025, by and among us, Metropolitan Life Insurance

Company, MetLife Investment Management, LLC and each affiliate thereof party thereto.

(Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on

December 23, 2025.)*

4.3

Third Amended and Restated Master Note Facility, dated as of October 20, 2021, by and

among us, NYL Investors LLC and each New York Life affiliate which becomes party

thereto. (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed

on October 21, 2021.)

4.4

First Amendment to the Third Amended and Restated Master Note Facility, dated as of

December 19, 2025, by and among us, NYL Investors LLC and each affiliate thereof party

thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed

on December 23, 2025.)*

4.5

Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October

20, 2021, by and among us, PGIM, Inc. and each Prudential affiliate which becomes party

thereto. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed

on October 21, 2021.)

4.6

First Amendment to the Third Amended and Restated Multicurrency Private Shelf

Agreement, dated as of December 19, 2025, by and among us, PGIM, Inc. and each

affiliate thereof party thereto. (Incorporated by reference to Exhibit 4.1 to our Current

Report on Form 8-K filed on December 23, 2025.)*

4.7

Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,

AIG Asset Management (U.S.), LLC and each AIG affiliate which becomes party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on

October 21, 2021.)

4.8

First Amendment to the Multicurrency Private Shelf Agreement, dated as of December 19,

2025, by and among us, Corebridge Institutional Investors (U.S.), LLC (formerly AIG) and

each affiliate thereof party thereto. (Incorporated by reference to Exhibit 4.4 to our

Current Report on Form 8-K filed on December 23, 2025.)*

4.9

Description of Securities. (Incorporated by reference to Exhibit 4.5 to our Annual Report

on Form 10-K for the fiscal year ended December 25, 2021 filed on February 15, 2022.)

10.1

Henry Schein, Inc. 2020 Stock Incentive Plan, as amended and restated effective as of May

21, 2020. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K

filed on May 26, 2020.)**

Index to Financial Statements

10.2

Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc. 2020 Stock

Incentive Plan (as amended and restated effective as of May 21, 2020). (Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 8, 2021.)**

10.3

Form of 2021 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated

effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May 3, 2022.)**

10.4

Form of 2022 Restricted Stock Unit Agreement for performance-based restricted stock unit

awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and

restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our

Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May

3, 2022.)**

10.5

Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and restated

effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.2 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed on May 7, 2024.)**

10.6

Form of 2024 Restricted Stock Unit Agreement for performance-based restricted stock unit

awards pursuant to the Henry Schein, Inc. 2020 Stock Incentive Plan (as amended and

restated effective as of May 21, 2020). (Incorporated by reference to Exhibit 10.3 to our

Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024 filed on May

7, 2024.)**

10.7

Henry Schein, Inc. 2024 Stock Incentive Plan, as amended and restated effective as of

May 21, 2024. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form

8-K filed on May 24, 2024.)**

10.8

Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan. (Incorporated by

reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 27, 2015 filed on July 29, 2015.)**

10.9

Form of 2018 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc. 2015 Non-Employee Director Stock Incentive Plan (as

amended and restated effective as of June 22, 2015). (Incorporated by reference to Exhibit

10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018

filed on May 8, 2018.)**

10.10

Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan, as amended and

restated effective as of May 23, 2023. (Incorporated by reference to Exhibit 10.1 to our

Current Report on Form 8-K filed on May 25, 2023.)**

10.11

Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards

pursuant to the Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan (as

amended and restated effective as of May 23, 2023). (Incorporated by reference to Exhibit

10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024

filed on May 7, 2024.)**

10.12

Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and restated effective

September 1, 2025. (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended June 28, 2025 filed on August 5, 2025.)**

10.13

Henry Schein, Inc. 2004 Employee Stock Purchase Plan, effective as of May 25, 2004.

(Incorporated by reference to Exhibit D to our definitive 2004 Proxy Statement on

Schedule 14A, filed on April 27, 2004.)**

Index to Financial Statements

10.14

Henry Schein, Inc. Non-Employee Director Deferred Compensation Plan, amended

and restated effective as of January 1, 2005. (Incorporated by reference to Exhibit

10.11 to our Annual Report on Form 10-K for the fiscal year ended December 27,

2008 filed on February 24, 2009.)**

10.15

Henry Schein, Inc. Deferred Compensation Plan, as amended and restated effective as of

November 14, 2023. (Incorporated by reference to Exhibit 10.1 to our Current Report on

Form 8-K filed on November 16, 2023.)**

10.16

Henry Schein, Inc. Incentive Plan and Plan Summary, effective as of January 1, 2025.

(Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the

fiscal quarter ended March 29, 2025 filed on May 5, 2025.)**

10.17

Amended and Restated Employment Agreement dated as of November 28, 2022, by and

between Henry Schein, Inc. and Stanley M. Bergman. (Incorporated by reference to

Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2022.)**

10.18

Letter Agreement dated December 23, 2025 to the Amended and Restated Employment

Agreement dated as of November 28, 2022, by and between Henry Schein, Inc. and

Stanley M. Bergman. (Incorporated by reference to Exhibit 10.1 to our Current Report on

Form 8-K filed on December 23, 2025.)**

10.19

Employment Agreement dated as of January 10, 2026, by and between Henry Schein, Inc.

and Frederick M. Lowery. (Incorporated by reference to Exhibit 10.1 to our Current

Report on Form 8-K filed on January 12, 2026.)**

10.20

Form of Restricted Stock Unit Agreement (CEO Sign-On RSU Award), by and between

Henry Schein, Inc. and Frederick M. Lowery, pursuant to the Henry Schein, Inc. 2024

Stock Incentive Plan. (Incorporated by reference to Exhibit 10.2 to our Current Report on

Form 8-K filed on January 12, 2026.)**

10.21

Form of Amended and Restated Change in Control Agreement dated December 12, 2008

between us and certain executive officers who are a party thereto (Michael S. Ettinger and

Mark Mlotek, respectively). (Incorporated by reference to Exhibit 10.15 to our Annual

Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24,

2009.)**

10.22

Form of Amendment to Amended and Restated Change in Control Agreement effective

January 1, 2012 between us and certain executive officers who are a party thereto (Michael

S. Ettinger and Mark Mlotek, respectively). (Incorporated by reference to Exhibit 10.1 to

our Current Report on Form 8-K filed on January 20, 2012.)**

10.23

Amended and Restated Henry Schein, Inc. Executive Change in Control Plan (Andrea

Albertini and Ronald N. South). (Incorporated by reference to Exhibit 10.2 to our Current

Report on Form 8-K filed on April 15, 2025.)**

10.24

Form of Indemnification Agreement between us and certain directors and executive officers

who are a party thereto (Mohamed Ali, William K. “Dan” Daniel, Deborah Derby, Carole T.

Faig, Joseph L. Herring, Robert J. Hombach, Kurt P. Kuehn, Philip A. Laskawy, Max Lin,

Anne H. Margulies, Scott P. Serota, Bradley T. Sheares, Ph.D., Reed V. Tuckson, M.D.,

FACP, Andrea Albertini, Stanley M. Bergman, Michael S. Ettinger, Mark E. Mlotek and

Ronald N. South, respectively). (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 26, 2015 filed on November 4,

2015.)**

Index to Financial Statements

10.25

Third Amended and Restated Revolving Credit Agreement, dated as of June 6, 2025,

among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as

administrative agent, U.S. Bank National Association, as syndication agent, and The

Toronto-Dominion Bank, New York Branch, Bank of America, N.A., UniCredit Bank,

A.G., the Bank of New York Mellon, ING Bank, N.V. and HSBC Bank USA, N.A., as co-

documentation agents. (Incorporated by reference to Exhibit 10.2 to our Current Report on

Form 8-K filed on June 9, 2025.)

10.26

Amended and Restated Term Loan Credit Agreement, dated as of June 6, 2025,among us,

the several lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent

and joint lead arranger, U.S. Bank National Association, as syndication agent and joint

lead arranger, and The Toronto-Dominion Bank, New York Branch, and Bank of America,

N.A., as co-documentation agents and joint lead arrangers and ING Bank, N.V. and BNP

Paribas, as co-documentation agents. (Incorporated by reference to Exhibit 10.1 to our

Current Report on Form 8-K filed on June 9, 2025.)

10.27

Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as

servicer, HSFR, Inc., as seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent and the

various purchaser groups from time to time party thereto. (Incorporated by reference to

Exhibit 10.1 to our Current Report on Form 8-K filed on April 19, 2013.)

10.28

Amendment No. 1 dated as of September 22, 2014 to the Receivables Purchase

Agreement, dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller,

The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as agent and the various

purchaser groups from time to time party thereto. (Incorporated by reference to Exhibit

10.2 to our Current Report on Form 8-K filed on September 26, 2014.)

10.29

Amendment No. 2 dated as of April 17, 2015 to Receivables Purchase Agreement, dated as

of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

10.30

Amendment No. 3 dated as of June 1, 2016 to Receivables Purchase Agreement, dated as

of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto. (Incorporated by reference to Exhibit 10.2 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended June 25, 2016 filed on August 4, 2016.)

10.31

Amendment No. 4 dated as of July 6, 2017 to Receivables Purchase Agreement, dated as

of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 30, 2017 filed on November

6, 2017.)

10.32

Amendment No. 5 dated as of May 13, 2019 to Receivables Purchase Agreement, dated as

of April 17, 2013, by and among us, as performance guarantor, HSFR, Inc., as seller, The

Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent and the various

purchaser groups party thereto. (Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)

10.33

Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of

April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent and the

various purchaser groups from time to time party thereto, as amended. (Incorporated by

reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 27, 2020 filed on August 4, 2020.)

Index to Financial Statements

10.34

Amendment No. 6 dated as of June 22, 2020 to the Receivables Purchase Agreement,

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as

agent and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 25, 2020.)

10.35

Amendment No. 7 dated as of October 20, 2021 to Receivables Purchase Agreement, dated

as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent

and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 21, 2021.)

10.36

Amendment No. 8 dated as of December 15, 2022 to Receivables Purchase Agreement,

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as

agent and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended

December 31, 2022 filed on February 21, 2023.)

10.37

Omnibus Amendment No. 1, dated July 22, 2013, to Receivables Purchase Agreement

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, The Bank

of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser groups from time to

time party thereto and Receivables Sales Agreement, dated as of April 17, 2013, by and

among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as

buyer. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended June 29, 2013 filed on August 6, 2013.)

10.38

Omnibus Amendment No. 2, dated April 21, 2014, to Receivables Purchase Agreement

dated as of April 17, 2013, as amended, by and among us, as servicer, HSFR, Inc., as

seller, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as agent, and the various purchaser

groups from time to time party thereto and Receivables Sales Agreement, dated as of April

17, 2013, by and among us, certain of our wholly-owned subsidiaries and HSFR, Inc., as

buyer. (Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q

for the fiscal quarter ended March 29, 2014 filed on May 6, 2014.)

10.39

Receivables Sale Agreement, dated as of April 17, 2013, by and among us, certain of our

wholly-owned subsidiaries and HSFR, Inc., as buyer. (Incorporated by reference to

Exhibit 10.2 to our Current Report on Form 8-K filed on April 19, 2013.)

10.40

Strategic Partnership Agreement, dated January 29, 2025, by and between us and KKR

Hawaii Aggregator L.P. (Incorporated by reference to Exhibit 10.1 to our Current Report

on Form 8-K filed on January 29, 2025.)

10.41

Letter Agreement on Voting Commitment by and between us and KKR Hawaii Aggregator

L.P. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on

April 9, 2025.)

10.42

Letter Agreement to Remove Voting Commitment by and between us and KKR Hawaii

Aggregator L.P. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form

8-K filed on May 2, 2025.)

10.43

Amendment No. 1 to the Strategic Partnership Agreement, dated November 4,2025, by and

between us and KKR Hawaii Aggregator L.P. (Incorporated by reference to Exhibit 10.1 to

our Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025 filed

on November 4, 2025.)

10.44

Form of Registration Rights Agreement by and between us and KKR Hawaii Aggregator

L.P. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on

January 29, 2025.)

Index to Financial Statements

10.45

Form of Offer Letter (Ronald N. South).**+

10.46

Employment Agreement dated as of August 23, 2023, by and between Henry Schein, Inc.

and Andrea Albertini.**+

10.47

Global Mobility Letter dated as of August 23, 2023, by and between Henry Schein, Inc. and

Andrea Albertini.**+

10.48

Restrictive Covenant, Confidentiality and Inventions Agreement dated as of August 23,

2023, by and between Henry Schein, Inc. and Andrea Albertini.**+

19.1

Henry Schein, Inc. Insider Trading Policy (amended and restated as of January 1, 2025).

(Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal

year ended December 28, 2024 filed on February 25, 2025.)

21.1

List of our Subsidiaries.+

23.1

Consent of BDO USA, P.C.+

31.1

Certification of our Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002.+

31.2

Certification of our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002.+

32.1

Certification of our Chief Executive Officer and Chief Financial Officer pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002.+

97.1

Henry Schein, Inc. Dodd-Frank Clawback Policy, effective as of December 1, 2023.

(Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K for the

fiscal year ended December 30, 2023 filed on February 28, 2024.)**

99.1

Amendment No. 9 dated as of December 20, 2023 to Receivables Purchase Agreement,

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as

agent and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 99.8 to our Annual Report on Form 10-K for the fiscal year ended

December 30, 2023 filed on February 28, 2024.)

99.2

Amendment No. 10 dated as of February 23, 2024 to Receivables Purchase Agreement,

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as

agent and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 99.9 to our Annual Report on Form 10-K for the fiscal year ended

December 30, 2023 filed on February 28, 2024.)

99.3

Amendment No. 11 dated as of May 17, 2024 to Receivables Purchase Agreement, dated

as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as agent

and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 29, 2024 filed on August 6, 2024.)

99.4

Amendment No. 12 dated as of December 6, 2024 to Receivables Purchase Agreement,

dated as of April 17, 2013, by and among us, as servicer, HSFR, Inc., as seller, lender, as

agent and the various purchaser groups from time to time party thereto. (Incorporated by

reference to Exhibit 99.4 to our Annual Report on Form 10-K for the fiscal year ended

December 28, 2024 filed on February 25, 2025.)

99.5

Amendment No. 1 to the Henry Schein, Inc. Supplemental Executive Retirement Plan,

amended and restated effective September 1, 2025.**+

Index to Financial Statements

99.6

Form of 2025 Restricted Stock Unit Agreement for time-based restricted stock

unit awards pursuant to the Henry Schein, Inc. 2024 Stock Incentive Plan (as

amended and restated on May 21, 2024). (Incorporated by reference to Exhibit 99.2 to our

Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 filed on May

5, 2025.)**

99.7

Form of 2025 Restricted Stock Unit Agreement for performance-based

restricted stock unit awards pursuant to the Henry Schein, Inc. 2024 Stock

Incentive Plan (as amended and restated on May 21, 2024). (Incorporated by reference to

Exhibit 99.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29,

2025 filed on May 5, 2025.)**

99.8

Letter Agreement on Share Repurchases by and between us and KKR Hawaii

Aggregator L.P. (Incorporated by reference to Exhibit 99.1 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended March 29, 2025 filed on May 5, 2025.)

101.INS

Inline XBRL Instance Document - the instance document does not appear

in the Interactive

Data File because its XBRL tags are embedded within the Inline XBRL document.+

101.SCH

Inline XBRL Taxonomy Extension Schema Document+

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document+

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document+

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document+

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document+

The cover page of Henry Schein, Inc.’s Annual Report on Form 10-K for the year ended

December 27, 2025,

formatted in Inline XBRL (included within Exhibit 101

attachments).+

---

Filed or furnished herewith.

Certain identified information has been excluded from the exhibit because

it is both (i) not material

and (ii) the type that the registrant treats as private or confidential.

**

Indicates management contract or compensatory plan or agreement.

Form 10-K Summary

None.

Index to Financial Statements

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange

Act of 1934, the Registrant has duly

caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Henry Schein, Inc.

By: /s/ STANLEY M. BERGMAN

Stanley M. Bergman

Chairman and Chief Executive Officer

February 24, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this

report has been signed below by the

following persons on behalf of the Registrant and in the capacities and on

the dates indicated.

Signature

Capacity

Date

/s/ STANLEY M. BERGMAN

Chairman, Chief Executive Officer

February 24, 2026

Stanley M. Bergman

and Director (principal executive officer)

/s/ RONALD N. SOUTH

Senior Vice President, Chief

Financial Officer

February 24, 2026

Ronald N. South

(principal financial and accounting officer)

/s/ MOHAMAD ALI

Director

February 24, 2026

Mohamad Ali

/s/ WILLIAM K. DANIEL

Director

February 24, 2026

William K. Daniel

/s/ DEBORAH DERBY

Director

February 24, 2026

Deborah Derby

/s/ CAROLE T. FAIG

Director

February 24, 2026

Carole T. Faig

/s/ JOSEPH L. HERRING

Director

February 24, 2026

Joseph L. Herring

/s/ ROBERT J. HOMBACH

Director

February 24, 2026

Robert J. Hombach

/s/ KURT P.

KUEHN

Director

February 24, 2026

Kurt P.

Kuehn

/s/ PHILIP A. LASKAWY

Director

February 24, 2026

Philip A. Laskawy

/s/ MAX LIN

Director

February 24, 2026

Max Lin

/s/ ANNE H. MARGULIES

Director

February 24, 2026

Anne H. Margulies

/s/ SCOTT SEROTA

Director

February 24, 2026

Scott Serota

/s/ BRADLEY T. SHEARES,

PH.D.

Director

February 24, 2026

Bradley T. Sheares,

Ph.D.

/s/ REED V.

TUCKSON, M.D., FACP

Director

February 24, 2026

Reed V.

Tuckson, M.D., FACP