Henry Schein (HSIC) 10-K risk factor changes: FY2025 vs FY2024

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

for raw materials and [removed: purchased]

[added: purchased] components.

In [removed: 2024,] [added: 2025,] our top 10 Global Distribution and Value-

[removed: 25%] [added: 24%] and 4%, respectively, of

Additionally, where we are the manufacturer of [removed: certain dental specialty] products [removed: we sell][added: for our speciality business (]

[removed: in the areas of oral surgery,] [added: dental] implants, [removed: orthodontics and] endodontics, [added: and orthopedics),] we are dependent upon third parties [removed: for raw]

[removed: materials and purchased] [added: for raw materials/purchased] components.

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

[added: We] are [added: also] subject [added: to]

[added: our operations are subject] to the suppliers’ ability and willingness to supply [removed: products in the quantities]

[removed: that we] require, and the risks include [added: delays caused by interruption in production]

[removed: of our] control, including a supplier’s failure [added: to comply with applicable government]

[removed: result in] product [removed: recalls] [added: recalls, product detentions,] and/or cessation of sales) [added: or an interruption]

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

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

There is no guarantee that we would be [added: able to obtain such alternative]

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

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

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

and our [removed: reputation.][added: general]

Our [removed: 2022] [added: 2025] – [removed: 2024] [added: 2027] BOLD+1 Strategic Plan is defined under “Business, Business

Our business could be affected by the [removed: recently signed] Strategic Partnership [removed: Agreement.][added: Agreement with KKR.]

Agreement”) with [added: KKR.]

[removed: KKR will] also [removed: have] [added: has] the ability to purchase additional shares [added: via open market purchases]

[added: up to] a total equity stake of 14.9% of [removed: the outstanding common shares of]

[added: Company’s 2026 annual] meeting of stockholders for a term expiring at [removed: our 2026] [added: the Company’s 2027] annual meeting [added: of]

[removed: of] stockholders.

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

[added: The] Partnership Agreement may have unintended consequences, [removed: such as]

[added: such as] uncertainty about our [removed: management, operations,]

[added: management, operations,] or future strategic direction, which could [removed: result in the loss of future]

[added: or negatively impact our] ability to attract and retain qualified talent.

businesses, and has or may [added: continue to invest in customers, suppliers,]

customer and patient experiences and drive efficiencies in certain areas of our [removed: business.][added: business,]

[added: While these innovations] can present benefits to the Company, they also [removed: create risks and challenges.]

[removed: If] [added: Additionally, if] investments in [removed: such] emerging

[removed: assessable] [added: accessible] generative AI that rapidly surpasses our organizational ability to understand

opportunities (including employees’ failure to comply with [removed: policies governing][added: principles,]

[added: could endanger our] intellectual property, lead to misuse [added: or loss] of data and cause reputational [removed: harm.][added: harm and other fines,]

Although no single supplier is material, because of our dependence

products in the quantities that we

based on conditions outside of our

requirements (which may result in

capabilities.

replacement sources.

sources of supply on a

as well as damage to our

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

William K.

“Dan” Daniel, joined our

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

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

Directors will renominate KKR’s designees, Max Lin and William K.

“Dan” Daniel, to stand for election at the

result in the loss of future business opportunities

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.

including, without

limitation, making AI features available within our practice management

systems, which, among other things, helps

delays caused by interruption in production based on conditions outside

to comply with applicable government requirements (which may

would need to timely identify and obtain acceptable replacement sources.

able to obtain such alternative sources of supply on a timely basis,

significant disruption in our sales

In recent periods, we

have experienced increased costs and shortages of purchased components,

which has had a negative impact on our

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

to fully satisfy demand.

We expect to

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

of our strategic plan.

KKR.

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

Company’s common stock.

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

with a 12% position.

via open market purchases up to

the Company.

Under the Partnership

Agreement, two representatives of KKR (the “Investor Designees”) will join our

Each of the

Investor Designees will also be nominated by our Board of Directors

to stand for election at our 2025 annual

As part of the Partnership

Agreement, KKR has agreed to customary voting and other provisions.

Consummation of the transactions

contemplated by the Partnership Agreement is subject to customary

closing conditions, including the expiration or

termination of any waiting period under the Hart-Scott-Rodino Act

and certain foreign regulatory approvals.

business opportunities or negatively impact our

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.

While these innovations

AI usage) could endanger our

management, financial,

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

[added: current] and historical results

relating to the achievement of our strategic growth [removed: objectives; risks][added: objectives, including]

[removed: Partnership Agreement;] our ability to develop or acquire and [removed: maintain]

[added: maintain] and protect new products (particularly [added: technology and specialty]

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

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

[removed: margins; transitional challenges associated] [added: functions in connection] with acquisitions, dispositions and joint [removed: ventures,][added: ventures; certain]

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

third-party [removed: acquisitions of us;][added: advisory]

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

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

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

[added: security risks associated with our] information systems and technology

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

[added: or other privacy or data security] breaches (including the October 2023 [added: incident);]

[added: (including, without limitation, competition] from third-party online [added: commerce sites)]

sovereign debt levels, [removed: ongoing wars,][added: fluctuations in]

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

[added: or public unrest] (including, without limitation, the war in Ukraine, the Israel-Gaza [removed: war and other]

[added: war and other] unrest and threats [removed: in the Middle]

[added: in the Middle] East and the possibility of a wider European or global conflict); [removed: changes]

[added: changes] to laws and policies [removed: governing foreign]

[added: governing foreign] trade, tariffs and [removed: sanctions,] [added: sanctions] or greater restrictions on imports and [removed: exports; supply]

[removed: wars;] [added: indicators;] failure to comply with existing and future regulatory [removed: requirements,]

[added: requirements,] including relating to health care; [removed: risks]

[added: risks] associated with the EU Medical Device Regulation; failure to comply [added: with]

[removed: with] laws and regulations relating to [removed: health]

[added: health] care fraud or other laws and regulations; failure to comply with [removed: laws]

[added: laws] and regulations relating to the [removed: collection,]

[added: collection,] storage and processing of sensitive personal information or standards [removed: in electronic]

[added: in electronic] health records or [removed: transmissions;]

[added: transmissions;] changes in tax legislation, changes in tax rates and availability [removed: of certain tax]

[added: of certain tax] deductions; risks related [removed: to product]

[added: to product] liability, intellectual property and other claims; risks associated with customs policies or legislative [removed: import]

[added: import] restrictions; risks associated with disease outbreaks, epidemics, [removed: pandemics]

[added: pandemics] (such as the COVID-19 [removed: pandemic), or]

[added: pandemic), or] similar wide-spread public health concerns and other [removed: natural or]

[added: natural or] man-made disasters; risks associated [removed: with our]

[removed: global operations; litigation] risks; new or unanticipated litigation [removed: developments]

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;

challenges associated with

acquisitions and joint ventures, including the failure to achieve anticipated

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

provisions in our governing

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

effects of a highly competitive

and consolidating market;

political, economic and regulatory influences on the health care

and changes to other economic

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

limitation, geopolitical wars), terrorism

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

our senior management (including, without

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

priority.

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.

a cyber incident that primarily affected the

distribution businesses.

result of lower sales to episodic customers

retention.

28, 2024, we received insurance

proceeds of $20 million and $40 million, respectively, representing insurance recovery of losses related to the cyber

The expenses and insurance recoveries related to the cyber incident

and administrative line in our consolidated statements of income.

Tariffs and Related Economic Conditions

These

related to the recently signed Strategic

including the failure to

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

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

commerce sites) and consolidating market; changes in the health care

foreign currencies, and changes to

other economic indicators, international trade agreements; the threat

or outbreak of war, terrorism or public unrest

chain disruption; geopolitical

our dependence on our senior management, employee hiring and retention,

The

While the U.S. economy has experienced inflationary pressures and

strengthening of the U.S. dollar, their impacts

have not been material to our results of operations.

Though inflation impacts both our revenues and costs, the depth

and breadth of our product portfolio often allows us to offer lower-cost national brand solutions

or corporate brand

alternatives to our more price-sensitive customers who are unwilling to

absorb price increases, thus positioning us

to protect our gross profit.

Segment Reporting

we revised our reportable segments to align

resources.

and Value

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

services.

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

quality consumable merchandise.

of dental

implant and biomaterial products; and endodontic, orthodontic and orthopedic

related products and services.

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

affected the operations of our North

A hypothetical 5% change in the average value of the U.S. dollar in [removed: 2024] [added: 2025] compared

foreign currencies would have changed our [removed: 2024] [added: 2025] reported Net income

approximately [removed: $7] [added: $6] million.

As of December [removed: 28, 2024,] [added: 27, 2025,] our forward foreign currency exchange agreements,

2028, had a fair value of [removed: $12] [added: $(20)] million as determined by quoted [removed: market prices.]

currency exchange agreements, Henry Schein, Inc. had net investment [added: designated]

[removed: designated] EUR/USD forward contracts

of [removed: $9] [added: $(20)] million.

value of the Euro to the USD from December [removed: 28, 2024] [added: 27, 2025] would decrease the fair

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

[removed: of economically] hedging our unfunded non-

At December [removed: 28, 2024,] [added: 27, 2025,] the

notional value of the investments in these plans was [removed: $106] [added: $117] million.

At December [removed: 28, 2024,] [added: 27, 2025,] the financing blended

(“SOFR”) of [removed: 4.53%] [added: 3.79%] plus [removed: 0.61%,] [added: 0.75%,] for a

combined rate of [removed: 5.14%.][added: 4.54%.]

For the years ended December [added: 27, 2025, December] 28, 2024, [removed: December 30, 2023,] and [added: December]

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

[removed: million] and [removed: $(17)] [added: $10] million, respectively, net of transaction costs, related to this undesignated swap.

This swap is [added: expected to]

[removed: expected to] be renewed on an annual basis and is expected to result [added: in a neutral impact to our]

[removed: in a neutral impact to our] results of operations.

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

As of December [removed: 28, 2024,] [added: 27, 2025,] we had variable interest rate exposure for certain

As of December [removed: 28, 2024,] [added: 27, 2025,] there was [removed: $0] [added: $100] million outstanding under

this revolving credit [removed: facility.]

During the year ended December [removed: 28, 2024,] [added: 27, 2025,] the average outstanding [removed: balance was]

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

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

[added: interest expense] thereunder would have increased by [removed: $0.1] [added: $0.5] million.

December [removed: 28, 2024,] [added: 27, 2025,] the commercial paper rate was [removed: 4.73%] [added: 4.06%] plus 0.75%,

for a combined rate of [removed: 5.48%,][added: 4.81%,]

outstanding balance under this securitization facility was [removed: $150] [added: $390] million.

During the year ended December [removed: 28, 2024,][added: 27, 2025,]

the average outstanding balance was approximately [removed: $252] [added: $363] million.

As of December [removed: 28, 2024,] [added: 27, 2025,] the

notional value of the interest rate swap agreements was [removed: $713][added: $675 million.]

[removed: Agreement”).][added: Agreement”),]

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

[added: based on our leverage] ratio at the end of each financial reporting quarter.

market prices.

$18 million.

30, 2023 we

$11 million, $8 million

facility.

balance was approximately $203

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.

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%.

$17 million.

December 31, 2022 we

expense, of approximately $8 million, $10

approximately $50 million.

Based

This term loan matures on July 11, 2026.

At December 28,

2024, the interest rate under the Term Credit Agreement was 4.45% plus 1.60% for a combined rate of 6.05%.

However, we have a hedge in place (see

[Note 13 – Derivatives and Hedging Activities](#a45582)

for additional information)

that ultimately creates an effective fixed rate of 6.04%.

commitment to [added: serve as trusted advisors and] help customers operate a more [removed: efficient and successful business so]

[removed: the] practitioner can provide [added: better clinical care.]

With [removed: 93] [added: 94] years of experience distributing health care products, we have built a vast base of small, mid-sized

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

institutional health care [removed: clinics] [added: clinics, home health providers,] and other alternate care [removed: clinics.]

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

[removed: our] workforce is based in the United States and [removed: 51%] [added: 52%] outside of the United States.

located in [removed: 33] [added: 34] countries and territories.

We stock a comprehensive selection of more than 300,000 branded [removed: products] and Henry Schein corporate brand [added: products]

[added: We distribute our] products [removed: through] [added: from] our [removed: main] [added: 38 strategically located] distribution centers.

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

[removed: in 36 strategically located] distribution centers and [removed: 0.5] [added: 0.6] million square [added: feet of space in 17 manufacturing]

[removed: around the world, enables us] to historically provide rapid and accurate order [added: fulfillment, better serve our]

[added: customers] and increase our operating [removed: efficiency.]

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

[removed: customers’ needs, which we] believe is a competitive advantage.

and [removed: Value]

[removed: Global] Specialty [removed: Products;][added: Products segment, Mr.]

Global Distribution and Value-Added [removed: Services includes] [added: Services:] distribution to the global dental and medical markets of

[added: segment] also includes value-added services such as financial [removed: services, continuing]

[removed: education services, consulting] [added: services] and [removed: other][added: training and education]

This segment also markets and sells under our own corporate [removed: brand,]

a portfolio of cost-effective, [removed: high-][added: high-quality consumable merchandise;]

Global Specialty [removed: Products includes] [added: Products:] manufacturing, marketing [added: and sales of dental]

[removed: and sales of] [added: to] dental [added: practices and]

implant and biomaterial products; [removed: and endodontic, orthodontic and orthopedic]

[added: endodontic, orthodontic and orthopedic] products and other health [removed: care-]

[removed: related] [added: care-related] products and [removed: services.][added: services; and]

Global [removed: Technology includes] [added: Technology:] development and distribution of practice management [added: software, e-services, and other]

[removed: software, e-services, and other] products, which are distributed to health [added: care providers.]

[added: for health] care providers.

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

The industry [removed: ranges] [added: spans a wide spectrum,] from sole practitioners [removed: working out][added: or small]

[removed: In addition, customer] [added: Customer] consolidation will likely lead to multiple locations [added: under]

[removed: under] common management and the [added: movement of]

[removed: movement of] more procedures from the hospital setting to the physician [added: or alternate]

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

[removed: industry is] increasingly focused on efficiency and cost containment.

This trend has benefited distributors capable [added: of providing]

[removed: of providing] a broad array of products and services at low prices.

efficient and successful business so the

across

clinics.

Approximately 48% of our

through our network.

space in 38 strategically located

facilities around the world, enables us

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

for our customers’ needs, which we

We conduct our business through three reportable segments:

services, continuing education services,

consulting and other practice services.

brand,

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).

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

at competitive prices, tend to favor

support.

including software, which

[Index to Financial Statements](#a33909)

Group, Nuent Group, Lifco AB,

distributors and manufacturers.

Dentsply Sirona for dental implants.

These companies, along with Geistlich Pharma AG and Botiss Biomaterials

GmbH, also compete with us in the biomaterials for dental tissue

regeneration market.

such as Vyne

Medical, Dental

Intelligence, and Weave Communications, Inc.

company manufacturing sites.

raw materials from distributors or mills.

from a single supplier or a limited number of suppliers for reasons

cost, and availability.

better clinical care.

customers worldwide across

Approximately 49% of

feet of space in 15 manufacturing facilities

fulfillment, better serve our customers

at

us to be a single source of supply for our

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

we revised our reportable segments to align

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

performance and allocates

resources.

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

\-Added Services; (ii)

and (iii) Global Technology.

This segment

quality consumable merchandise.

of relatively small offices to mid-

sized and large group practices ranging in size from a few practitioners to several

hundred practices owned or

operated by dental support organizations (“DSOs”), medical group purchasing organizations

(“GPOs”), health

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

We believe that consolidation within the industry will continue to result in a number of distributors, particularly

those with limited financial, operating and marketing resources, seeking

to combine with larger companies that can

provide growth opportunities.

This consolidation also may continue to result in distributors seeking

to acquire

companies that can enhance their current product and service offerings or provide

opportunities to serve a broader

customer base.

group practices, other managed care accounts and collective buying

groups such as DSOs and GPOs, which, in

tend to favor distributors capable of

which can enhance the

We also face significant competition internationally,

GACD Group, Proclinic SA, Lifco AB, Nuent Group AB, Planmeca Oy and Billericay

Dental Supply Co. Ltd., as

manufacturers in international countries

[Note 17 – Commitments and [removed: Contingencies](#a51280)][added: Contingencies](#a54117)]

Securities registered pursuant to Section [added: 12(g)]

[removed: 12(g)] of the Act: None

quoted on the Nasdaq Global Select Market on June [removed: 29, 2024,] [added: 28, 2025,] was approximately $

As of February [removed: 18, 2025,] [added: 17, 2026,] there were

(December [removed: 28, 2024)] [added: 27, 2025)] are incorporated by reference in Part III hereof.

[ITEM [removed: 1A.](#a19265)][added: 1A.](#a23266)]

[Risk [removed: Factors](#a19265)][added: Factors](#a23266)]

[ITEM [removed: 1B.](#a20687)][added: 1B.](#a24694)]

[Unresolved Staff [removed: Comments](#a20687)][added: Comments](#a24694)]

[ITEM [removed: 1C.](#a20701)][added: 1C.](#a24717)]

[Legal [removed: Proceedings](#a21006)][added: Proceedings](#a25006)]

[Mine Safety [removed: Disclosures](#a21020)][added: Disclosures](#a25019)]

[Market for Registrant's Common Equity, Related Stockholder [removed: Matters](#a21038)][added: Matters](#a25037)]

[and Issuer Purchases of Equity [removed: Securities](#a21038)][added: Securities](#a25037)]

[Management's Discussion and Analysis of Financial [removed: Condition](#a21571)][added: Condition](#a25544)]

[and Results of [removed: Operations](#a21571)][added: Operations](#a25544)]

[ITEM [removed: 7A.](#a31631)][added: 7A.](#a33473)]

[Quantitative and Qualitative Disclosures About Market [removed: Risk](#a31631)][added: Risk](#a33473)]

[Financial Statements and Supplementary [removed: Data](#a32052)][added: Data](#a33909)]

[Changes in and Disagreements With Accountants on [removed: Accounting](#a55039)][added: Accounting](#a58101)]

[and Financial [removed: Disclosure](#a55039)][added: Disclosure](#a58101)]

[ITEM [removed: 9A.](#a55047)][added: 9A.](#a58109)]

[Controls and [removed: Procedures](#a55047)][added: Procedures](#a58109)]

[ITEM [removed: 9B.](#a55340)][added: 9B.](#a58435)]

[Other [removed: Information](#a55340)][added: Information](#a58435)]

[ITEM [removed: 9C.](#a55346)][added: 9C.](#a58440)]

[Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#a55346)][added: Inspections](#a58440)]

[PART [removed: III](#a55357)][added: III](#a58451)]

[ITEM [removed: 10.](#a55360)][added: 10.](#a58454)]

[Directors, Executive Officers and Corporate [removed: Governance](#a55360)][added: Governance](#a58454)]

[ITEM [removed: 11.](#a55435)][added: 11.](#a58531)]

[Executive [removed: Compensation](#a55435)][added: Compensation](#a58531)]

[ITEM [removed: 12.](#a55465)][added: 12.](#a58561)]

[Security Ownership of Certain Beneficial Owners and [removed: Management](#a55465)][added: Management](#a58561)]

[and Related Stockholder [removed: Matters](#a55465)][added: Matters](#a58561)]

[ITEM [removed: 13.](#a55579)][added: 13.](#a58674)]

[Certain Relationships and Related Transactions, and Director [removed: Independence](#a55579)][added: Independence](#a58674)]

[ITEM [removed: 14.](#a55600)][added: 14.](#a58694)]

[Principal Accounting Fees and [removed: Services](#a55600)][added: Services](#a58694)]

[ITEM [removed: 15.](#a55620)][added: 15.](#a58714)]

December 27, 2025

8,885,457,000

114,704,121

[PART I](#a653)

[ITEM 1.](#a656)

[Business](#a656)

[Cybersecurit](#a24717)

[y](#a24717)

[ITEM 2.](#a24967)

[Properties](#a24967)

[ITEM 3.](#a25006)

[ITEM 4.](#a25019)

[PART II](#a25034)

[ITEM 5.](#a25037)

[ITEM 6.](#a25515)

[\[Reserved\]](#a25515)

[ITEM 7.](#a25544)

[ITEM 8.](#a33909)

[ITEM 9.](#a58101)

[PART IV](#a58711)

[Form](#a60463)

[10-K Summary](#a60463)

[Signatures](#a60475)

December 28, 2024

8,092,479,000

124,176,781

[PART I](#a655)

[ITEM 1.](#a658)

[Business](#a658)

[Cybersecurity](#a20701)

[ITEM 2.](#a20951)

[Properties](#a20951)

[ITEM 3.](#a21006)

[ITEM 4.](#a21020)

[PART II](#a21035)

[ITEM 5.](#a21038)

[ITEM 6.](#a21541)

[\[Reserved\]](#a21541)

[ITEM 7.](#a21571)

[ITEM 8.](#a32052)

[ITEM 9.](#a55039)

[PART IV](#a55617)

[Form](#a56819)

[10-K Summary](#a56819)

[Signatures](#a56831)

our [removed: 2024] [added: 2025] fiscal year.

[Index to Financial Statements](#a33909)

Business, Other Executive [removed: Management](#a19064)][added: Management](#a23131)]

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

cybersecurity team is supported by and connected with the enterprise risk [added: management]

[removed: management] team.

[removed: Prior] Cyber Incidents

In addition to immaterial and unrelated [removed: prior] incidents at certain of [added: our subsidiaries,]

[removed: our subsidiaries,] in October 2023 Henry Schein

[.](#a23131)

[Index to Financial Statements](#a33909)

[.](#a19064)

[removed: 5.1] [added: 5.0] million square feet of properties,

consisting of distribution, office, showroom, manufacturing and sales space, in [removed: locations][added: significant]

Lease expirations range from [removed: 2025] [added: 2026] to [removed: 2041.][added: 2048.]

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.

including the United

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

the Czech Republic, France, Germany,

Hong Kong SAR, Ireland, Israel, Italy, Japan, Liechtenstein, Luxembourg, Mexico, Morocco, the Netherlands, New

Zealand, Peru, Poland, Portugal, South Africa, Spain, Sweden, Switzerland,

Thailand,

United Arab Emirates and

the United Kingdom.

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

On February [removed: 18, 2025,] [added: 17, 2026,] there were approximately [removed: 108,000] [added: 251] holders [added: of record]

of [removed: record of] our common stock and the last [added: reported]

[removed: reported] sales price was [removed: $77.63.][added: $77.21.]

A substantially greater number of holders of our common [removed: stock are “street]

[removed: or] beneficial holders, whose shares are held by banks, brokers and other financial

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

program provide for a total of [removed: $6.0] [added: $6.8] billion [added: (including $500 million authorized]

[removed: (including $500] [added: additional $750] million authorized on [removed: January 27,] [added: September 8,] 2025) of shares of our [added: common]

[removed: common] stock to be repurchased under

[removed: As of] December [removed: 28, 2024,][added: 27,]

[removed: under these initiatives,] with [removed: $380] [added: $780] million available for future common stock [added: share repurchases.]

fiscal quarter ended December [removed: 28, 2024:][added: 27, 2025:]

We have not declared any cash or stock dividends on our common stock during fiscal years [removed: 2024] [added: 2025] or [removed: 2023.][added: 2024.]

[removed:  ][added: ]

[removed:  ][added: ]

[removed: ][added:  ]

[removed: ][added:  ]

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

all dividends, on December [removed: 28, 2019,] [added: 26, 2020,] the last trading day before the

beginning of our [removed: 2020] [added: 2021] fiscal year, through the

end of our [removed: 2024] [added: 2025] fiscal year with the cumulative total return on $100 [added: invested]

[removed: invested] for the same period in the Dow Jones

ASSUMES $100 INVESTED ON DECEMBER [removed: 28, 2019][added: 26, 2020]

December [removed: 28,][added: 2025]

stock are “street name” or

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

on January 27, 2025 and an

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,

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

2025

113.81

121.30

114.96

106.92

115.57

name”

this program.

Subject to market conditions and other factors, we plan to

continue to accelerate our share repurchase

activity.

we had repurchased approximately $5.1 billion of common stock (95,814,454

shares)

share repurchases.

9/29/2024 through 11/2/2024

564,907

70.93

5,895,367

11/3/2024 through 11/30/2024

441,702

71.32

4,975,402

12/1/2024 through 12/28/2024

44,530

77.02

5,395,131

1,051,139

$300

December 2019

2019

98.86

112.51

119.92

113.66

105.70

114.06

141.78

136.42

138.99

143.91

143.44

176.49

119.01

172.14

227.78

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

[Report of Independent Registered Public Accounting [removed: Firm](#a32493)][added: Firm](#a34359)]

[removed: NY; PCAOB][added: (PCAOB)]

[removed: [Consolidated Financial Statements](#a32634)][added: “consolidated financial statements”).]

[removed: [Balance Sheets as of December] 28, 2024 and December 30, [removed: 2023](#a32632)][added: 2023:]

[removed: [Statements] [added: statements] of [removed: Income] [added: income] for the years ended December [removed: 28, 2024,](#a33267)][added: 27, 2025, December]

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

[Statements of Comprehensive Income for the years ended December [removed: 28, 2024,](#a33731)][added: 27, 2025,](#a35656)]

[removed: [December 30, 2023] and December [removed: 31, 2022](#a33731)][added: 30, 2023,]

[Statements of Changes in Stockholders’ Equity for the years [removed: ended](#a34005)][added: ended](#a35931)]

[removed: [December] 28, 2024, [added: and] December 30, 2023 [removed: and December 31, 2022](#a34005)]

[Statements of Cash Flows for the years ended December [removed: 28, 2024,](#a35665)][added: 27, 2025,](#a37614)]

[removed: [December 30, 2023] and December [removed: 31, 2022](#a35665)][added: 30, 2023, we incurred $]

[Notes to Consolidated Financial [removed: Statements](#a36485)][added: Statements](#a38445)]

[Note 1 – Basis of Presentation and Significant Accounting [removed: Policies](#a36485)][added: Policies](#a38445)]

[Note 2 – Cyber [removed: Incident](#a39753)][added: Incident](#a41813)]

[Note 3 – Net Sales from Contracts with [removed: Customers](#a39826)][added: Customers](#a41883)]

[Note 4 – Segment and Geographic [removed: Data](#a40118)][added: Data](#a42154)]

[Note 5 – Business [removed: Acquisitions](#a41273)][added: Acquisitions](#a43451)]

[Note 6 – Inventories, [removed: Net](#a42512)][added: Net](#a44915)]

[Note 7 – Property and Equipment, [removed: Net](#a42587)][added: Net](#a44994)]

[Note 8 – [removed: Leases](#a42843)][added: Leases](#a45248)]

[Note 9 – Goodwill and Other Intangibles, [removed: Net](#a43646)][added: Net](#a46109)]

[Note 10 – Investments and [removed: Other](#a44460)][added: Other](#a46864)]

[Note 11 – Fair Value [removed: Measurements](#a44686)][added: Measurements](#a47085)]

[Note 12 – Concentrations of [removed: Risk](#a45467)][added: Risk](#a48036)]

[Note 13 – Derivatives and Hedging [removed: Activities](#a45582)][added: Activities](#a48148)]

[Note 14 – [removed: Debt](#a46259)][added: Debt](#a48838)]

[Note 15 – Income [removed: Taxes](#a47168)][added: Taxes](#a49832)]

[removed: [Note] [added: Note] 16 – Plans of Restructuring and [removed: Integration Costs](#a50014)][added: Related Costs]

[Note 17 – Commitments and [removed: Contingencies](#a51280)][added: Contingencies](#a54117)]

[Note 18 – Stock-Based [removed: Compensation](#a51586)][added: Compensation](#a54298)]

[Note 19 – Employee Benefit [removed: Plans](#a52457)][added: Plans](#a55067)]

[Note 20 – Redeemable Noncontrolling [removed: Interests](#a53264)][added: Interests](#a55881)]

[Note 21 – Comprehensive [removed: Income](#a53472)][added: Income](#a56087)]

[Note 22 – Earnings Per [removed: Share](#a54124)][added: Share](#a56732)]

[Note 23 – Supplemental Cash Flow [removed: Information](#a54283)][added: Information](#a56906)]

[Note 24 – Related Party [removed: Transactions](#a54390)][added: Transactions](#a57215)]

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

[added: as] the

[removed: changes in] stockholders’ equity,

[:](#a34558)

[Balance Sheets as of December 27, 2025 and December 28, 2024](#a34556)

[Note 25 – KKR Investment and Accelerated Share Repurchase Program](#a58049)

27,

income

income, changes in

each of

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

(United States) (PCAOB),

control over financial reporting

of Sponsoring

Organizations

Treadway

Commission

(COSO)

report

dated

24,

expressed

an

Public

Oversight Board

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

[Index to Financial Statements](#a33909)

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

The purchase price was allocated to the

fair values on the date of acquisition.

Company estimated the fair value of identifiable intangible assets using

multi-period excess earnings method which required the Company

to make significant estimates and assumptions,

certain trade name and customer relationships as a critical audit

matter.

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.

especially subjective and challenging auditor

matters, including the extent of

[:](#a32634)

[Note 25 – Subsequent Event](#a54970)

of

as

December 28, 2024 and December 30, 2023, the related consolidated statements of income, comprehensive income,

referred

to

financial

In

opinion,

statements present

fairly,

all material

respects, the

financial position

accordance

Company

(“PCAOB”),

Company's

control

on

(2013)

Sponsoring Organizations of the Treadway Commission (COSO) and

our report dated February 25, 2025 expressed

are

registered

required

be

respect

federal

securities

laws

applicable

rules

regulations

statements.

disclosures

that

acquired TriMed Inc. (“TriMed”) in

2024.

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

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

concluded that our disclosure controls and procedures were effective as of December [removed: 28, 2024,][added: 27,]

[added: 2025,] to ensure that all

The combination of [added: acquisitions,] continued acquisition integrations and systems

implementation activity [removed: undertaken during the]

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

the aggregate, represents a material change in our [added: internal control]

[removed: internal control] over financial reporting.

[removed: As previously reported, the] [added: The] full integration of [removed: TriMed Inc. (“TriMed”)]

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

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

During the quarter ended December [removed: 28, 2024,][added: 27, 2025, we completed the acquisition]

[added: Also,] post-acquisition integration related activities continued for [removed: our]

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

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

[removed: in our] consolidated financial statements since [added: their respective dates of acquisition.]

[removed: Also,] [added: Additionally,] during the quarter ended December [removed: 28, 2024,] [added: 27, 2025,] we [removed: completed the] [added: continued] systems [added: implementation activities for the]

Finally, we continued [added: systems]

All acquisitions, continued acquisition [removed: integrations] [added: integrations,] and systems [removed: implementation]

[added: implementation] activities involve necessary and

The [removed: deficiencies in] [added: effectiveness of our] internal control over financial reporting [removed: identified][added: as of December 27,]

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

effective at a reasonable assurance level as of December [removed: 28, 2024.][added: 27, 2025.]

[removed: 2024,] [added: 2025,] has been independently

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

[added: only] reasonable, not absolute, assurance

[removed: internal control over][added: Internal Control]

[removed: our][added: Our responsibility]

(United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 28, 2024] [added: 27, 2025] and December

[removed: the related][added: (“the]

consolidated [removed: statements]

[removed: of income,][added: income]

comprehensive [removed: income,]

changes [removed: in]

stockholders’ [removed: equity,]

[added: equity,] and cash

flows [removed: for]

the [removed: three]

the [removed: period]

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

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

27, 2025, as permitted by related SEC staff

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.

businesses acquired during prior quarters within our Global Specialties Products

segment.

majority of which utilize separate information and financial accounting

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.

implementation activities for upgrading the ERP business system for our Global

Distribution and Value-Added

Services segment in Australia and New Zealand.

[Index to Financial Statements](#a33909)

Melville, New York

27, 2025, based on

27,

flows for each of the three years in the

period ended December 27, 2025, and the related

notes and

Financial Reporting.

9A, Controls and

Procedures, management’s

assessment of and

conclusion

did

certain

entities

2025

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

reporting as of December 28, 2024,

as permitted

dental

and medical businesses acquired during prior quarters.

their respective dates of acquisition.

implementation activities for

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

businesses in the UK.

systems implementation activities for our dental business in France and

Ireland.

as of December 30, 2023 at the application

control level related to logical and user access management and segregation

of duties have continued to be the

subject of ongoing remediation, including implementation of specific

action plans and the testing/validation of

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

28, 2024.

The effectiveness of our internal control over financial reporting as of December 28,

Melville, NY

28, 2024, based on

2024,

30, 2023,

each of

years in

28, 2024,

and our

thereon.

an

control over financial

management’s assessment of and conclusion on the effectiveness of internal control

over financial reporting did not

TriMed

Inc.,

April

1,

sheets of

as of

2024, and

Inc. constituted less than 0.5% of total

in our definitive [removed: 2025] [added: 2026] Proxy Statement to be

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

Regulation 14A on April [removed: 10, 2024.][added: 9, 2025.]

definitive [removed: 2025] [added: 2026] Proxy Statement to be filed pursuant to Regulation 14A,

Our insider trading policy, which is [added: filed]

[removed: attached] as Exhibit 19.1 to this Annual Report on Form 10-K, [added: prohibits our TSMs from]

[removed: Company] while in possession of material, non-public information, and, among other

things, requires that [added: designated]

[removed: designated] individuals holding certain positions only transact [added: in Company securities]

[removed: in Company securities] during an open window period [added: (with]

[removed: (with] appropriate preclearance for members of our Executive Management

Committee and Board of Directors), [added: subject to]

[removed: subject to] limited exceptions.

The Company also requires periodic training for certain senior officers and [added: others likely]

[removed: likely to] learn material, non-public information in the course of their [added: job duties.]

The Company also has a practice [added: that]

[removed: that] requires that any transactions by the Company in its securities

trading in securities of the Company

to

prohibits our TSMs from trading in securities of the

others

job duties.

Interlocks and Insider Participation” in our definitive [removed: 2025] [added: 2026] Proxy Statement

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

Ownership of Certain Beneficial Owners and Management” in our definitive [added: 2026]

[removed: 2025] Proxy Statement to be filed

of December 27, 2025:

9,405,917

9,405,917

of December 28, 2024:

10,335,199

Committees – Independent Directors” in our definitive [removed: 2025] [added: 2026] Proxy Statement

Procedures” in our definitive [removed: 2025] [added: 2026] Proxy

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

[removed: [3.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)][added: [3.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex31.htm)]

[removed: [Fourth] [added: [Fifth] Amended and Restated By-Laws of Henry Schein, Inc., effective [removed: March 23, 2023.](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)][added: January 10, 2026.](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex31.htm)]

[(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed [removed: on](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)][added: on](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex31.htm)]

[removed: [March 24, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312523079156/d492524dex31.htm)][added: [4.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex43.htm)]

[removed: [4.2](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)][added: [4.3](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex43.htm)]

[removed: [4.3](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex42.htm)][added: [4.5](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex42.htm)]

[removed: [4.4](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex41.htm)][added: [4.7](http://www.sec.gov/Archives/edgar/data/1000228/000119312521303524/d245093dex41.htm)]

[removed: [4.5](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm)][added: [4.9](http://www.sec.gov/Archives/edgar/data/1000228/000100022822000016/exhibit45.htm)]

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

[removed: [K] [added: [8-K] filed on May 24, 2024.)](http://www.sec.gov/Archives/edgar/data/0001000228/000119312524147029/d682449dex101.htm)

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

[removed: [10.12](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: [10.12](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000045/ex103.htm)]

[Henry Schein, Inc. Supplemental Executive Retirement Plan, amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: restated effective](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000045/ex103.htm)]

(Incorporated by reference to Exhibit 10.1 to [removed: our Quarterly](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: our](http://www.sec.gov/Archives/edgar/data/1000228/000119312525137473/d932640dex101.htm)]

[Report on Form 10-Q for the fiscal quarter ended September [removed: 28, 2013] [added: 26, 2015] filed on [removed: November](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: November 4,](http://www.sec.gov/Archives/edgar/data/1000228/000100022815000035/exhibit101_3q15.htm)]

[removed: [5, 2013.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022813000036/exhibit10_13q13.htm)][added: [10.14](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)]

[removed: [10.13](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: [10.13](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm)]

[Amendment [removed: Number One] [added: No. 1] to the Henry Schein, Inc. Supplemental Executive [removed: Retirement](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: Retirement Plan,](https://www.sec.gov/Archives/edgar/data/1000228/000100022826000013/exhibit995.htm)]

[removed: [Plan,] [added: [Incentive Plan (as] amended and restated [removed: effective as of January 1, 2014.][added: on May 21, 2024).]

(Incorporated by reference [removed: to](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: to](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000025/ex993.htm)]

[removed: [Exhibit 10.18] [added: [reference] to [added: Exhibit 99.4 to] our Annual Report on Form 10-K for the fiscal year [removed: ended December 28,](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: ended](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000014/exhibit994.htm)]

[removed: [2019] [added: [December 28, 2024] filed on February [removed: 20, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000018/d848607dex1018.htm)][added: 25, 2025.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000014/exhibit994.htm)]

[removed: [10.14](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: [4.4](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex42.htm)]

[removed: [Amendment Number Two] [added: Lowery, pursuant] to the Henry Schein, Inc. [removed: Supplemental Executive Retirement](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: 2024](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex102.htm)]

(Incorporated [removed: by reference to](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: by](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000014/exhibit994.htm)]

[Exhibit [removed: 10.3] [added: 99.3] to our Quarterly Report on Form 10-Q for the fiscal quarter ended March [removed: 28,](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: 29,](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000025/ex993.htm)]

[removed: [2020] [added: [8-K] filed on May [removed: 5, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000034/d889896dex103.htm)][added: 2, 2025.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312525111677/d71170dex101.htm)]

[removed: [10.15](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)][added: [10.15](http://www.sec.gov/Archives/edgar/data/1000228/000119312523278944/d297418dex101.htm)]

(Incorporated by reference [removed: to](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)][added: to Exhibit 10.1 to](http://www.sec.gov/Archives/edgar/data/1000228/000119312512018752/d285204dex101.htm)]

[removed: [Exhibit 10.2] [added: [reference] to [added: Exhibit 99.1 to] our Quarterly Report on Form 10-Q for the fiscal quarter [removed: ended September](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)][added: ended](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000054/ex991.htm)]

[removed: [26, 2020 filed on] [added: [on] November [removed: 2, 2020.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)][added: 4, 2025.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000066/ex101.htm)]

[removed: [10.16](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)][added: [10.16](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000025/ex104.htm)]

(Incorporated by reference [removed: to](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)][added: to Exhibit 4.4 to our](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex44.htm)]

[removed: [Exhibit] [added: [L.P. (Incorporated by reference to Exhibit] 10.1 to our Current Report on Form 8-K filed [removed: on December 18, 2023.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)][added: on](http://www.sec.gov/Archives/edgar/data/1000228/000119312525076218/d939920dex101.htm)]

[removed: [10.17](http://www.sec.gov/Archives/edgar/data/1000228/000104746904013813/a2134452zdef14a.htm)][added: [10.17](http://www.sec.gov/Archives/edgar/data/1000228/000119312522293869/d420796dex101.htm)]

[removed: [10.18](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_112008.htm)][added: [10.21](http://www.sec.gov/Archives/edgar/data/1000228/000100022809000011/exhibit10_152008.htm)]

[removed: [10.19](http://www.sec.gov/Archives/edgar/data/1000228/000119312523278944/d297418dex101.htm)][added: [10.19](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex101.htm)]

[removed: [10.20](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex101.htm)][added: [10.20](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex102.htm)]

[Henry Schein, Inc. Incentive Plan and Plan Summary, effective as of January 1, [removed: 2024.](http://www.sec.gov/Archives/edgar/data/1000228/000100022824000025/ex101.htm)][added: 2025.](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000025/ex104.htm)]

Page 69.

[January 12, 2026.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex31.htm)

[First Amendment to the Third Amended and Restated Multicurrency Master Note Purchase](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex43.htm)

[Agreement, dated as of December 19, 2025, by and among us, Metropolitan Life Insurance](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex43.htm)

[Company, MetLife Investment Management, LLC and each affiliate thereof party thereto.](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex43.htm)

[December 23, 2025.)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex43.htm)

[First Amendment to the Third Amended and Restated Master Note Facility, dated as of](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex42.htm)

[December 19, 2025, by and among us, NYL Investors LLC and each affiliate thereof party](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex42.htm)

(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex42.htm)

[on December 23, 2025.)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex42.htm)

[thereto.

[First Amendment to the Third Amended and Restated Multicurrency Private Shelf](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex41.htm)

[Agreement, dated as of December 19, 2025, by and among us, PGIM, Inc. and each](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex41.htm)

[affiliate thereof party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex41.htm)

[Report on Form 8-K filed on December 23, 2025.)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex41.htm)

[First Amendment to the Multicurrency Private Shelf Agreement, dated as of December 19,](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex44.htm)

[2025, by and among us, Corebridge Institutional Investors (U.S.), LLC (formerly AIG) and](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex44.htm)

[each affiliate thereof party thereto.

[Current Report on Form 8-K filed on December 23, 2025.)*](http://www.sec.gov/Archives/edgar/data/1000228/000119312525329486/d901619dex44.htm)

[Index to Financial Statements](#a33909)

[May 21, 2024.

[September 1, 2025.

[Form 10-Q for the fiscal quarter ended June 28, 2025 filed on August 5, 2025.)](http://www.sec.gov/Archives/edgar/data/1000228/000100022825000045/ex103.htm)

[Index to Financial Statements](#a33909)

[Letter Agreement dated December 23, 2025 to the Amended and Restated Employment](http://www.sec.gov/Archives/edgar/data/1000228/000119312525330853/d54755dex101.htm)

[Agreement dated as of November 28, 2022, by and between Henry Schein, Inc. and](http://www.sec.gov/Archives/edgar/data/1000228/000119312525330853/d54755dex101.htm)

Bergman.

[Employment Agreement dated as of January 10, 2026, by and between Henry Schein, Inc.](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex101.htm)

[and Frederick M.

Lowery.

(Incorporated by reference to Exhibit 10.1 to our Current](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex101.htm)

[Report on Form 8-K filed on January 12, 2026.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex101.htm)

[Form of Restricted Stock Unit Agreement (CEO Sign-On RSU Award), by and between](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex102.htm)

[Henry Schein, Inc. and Frederick M.

[Stock Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to our Current Report on](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex102.htm)

[Form 8-K filed on January 12, 2026.)](http://www.sec.gov/Archives/edgar/data/1000228/000119312526009725/d52378dex102.htm)

[Mark Mlotek, respectively).

[S.

Page 72.

[effective as of January 1, 2014.

[Amendment Number Three to the Henry Schein, Inc. Supplemental Executive Retirement](http://www.sec.gov/Archives/edgar/data/1000228/000100022820000066/d30258d8k102.htm)

[Amendment Number Four to the Henry Schein, Inc. Supplemental Executive Retirement](http://www.sec.gov/Archives/edgar/data/1000228/000119312523297629/d27795dex101.htm)

[Breslawski, Michael S.

[us and certain executive officers who are a party thereto (Ronald N.

[Raphael, Scott P.

Bergman, James P.

Breslawski, Michael S.

[Bank, N.V. and HSBC Bank USA, N.A., as co-documentation agents.

XBRL

document.+

December 28, 2024,

[Index to Financial [removed: Statements](#a32052)][added: Statements](#a33909)]

February 24, 2026

February 24, 2026

February 24, 2026

February 24, 2026

/s/ WILLIAM K.

DANIEL

February 24, 2026

William K.

Daniel

February 24, 2026

February 24, 2026

February 24, 2026

February 24, 2026

February 24, 2026

February 24, 2026

/s/ MAX LIN

February 24, 2026

Max Lin

February 24, 2026

February 24, 2026

February 24, 2026

February 24, 2026

February 25, 2025

/s/ MARK E.

MLOTEK

Executive Vice President,

Chief Strategic Officer, and

Mark E.

/s/ CAROL RAPHAEL

Carol Raphael