Henry Schein 10-Q 2025-09-27

Filed 2025-11-04. 8 sections, 176K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒

QUARTERLY

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

OF 1934

For the

quarterly

period ended

September 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

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

☒

☐

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

☒

☐

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 is a shell company (as defined

in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

As of October 27, 2025,

there were

117,724,807

shares of the registrant’s common stock outstanding.

HENRY SCHEIN, INC.

INDEX

PART I. FINANCIAL INFORMATION

Page

ITEM 1.

Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheets

as of September 27, 2025 and December 28, 2024

Condensed Consolidated Statements of Income

for the three and nine months ended

September 27, 2025 and September 28, 2024

Condensed Consolidated Statements of Comprehensive Income

for the

three and nine months ended September 27, 2025 and September 28, 2024

Condensed Consolidated Statement of Changes in Stockholders' Equity

for the three months ended

September 27, 2025 and September 28, 2024

Condensed Consolidated Statement of Changes in Stockholders' Equity

for the nine months ended

September 27, 2025 and September 28, 2024

Condensed Consolidated Statements of Cash Flows

for the nine months ended

September 27, 2025 and September 28, 2024

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

Note 2 – Significant Accounting Policies and Recently

Issued Accounting Standards

Note 3 – Cyber Incident

Note 4 – Net Sales from Contracts with Customers

Note 5 – Segment Data

Note 6 – Business Acquisitions

Note 7 – Fair Value Measurements

Note 8 – Debt

Note 9 – Income Taxes

Note 10 – Plans of Restructuring

Note 11 – Legal Proceedings

Note 12 – Stock-Based Compensation

Note 13 – Redeemable Noncontrolling Interests

Note 14 – Comprehensive Income

Note 15 – Earnings Per Share

Note 16 – Supplemental Cash Flow Information

Note 17 – Related Party Transactions

Note 18 – KKR Investment and Accelerated Share Repurchase Program

ITEM 2.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 4.

Controls and Procedures

PART II. OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

See accompanying notes.

PART

I. FINANCIAL INFORMATION

Item 1. CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions,

except share data)

September 27,

December 28,

2025

2024

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $

and $

(1)

1,743

1,482

Inventories, net

1,912

1,810

Prepaid expenses and other

Total current assets

4,395

3,983

Property and equipment, net

Operating lease right-of-use assets

Goodwill

4,147

3,887

Other intangibles, net

1,046

1,023

Investments and other

Total assets

11,097

10,218

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,035

Bank credit lines

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

Taxes

Other

Total current liabilities

3,149

2,803

Long-term debt (1)

2,153

1,830

Deferred income taxes

Operating lease liabilities

Other liabilities

Total liabilities

6,197

5,381

Redeemable noncontrolling interests

Commitments and contingencies

(nil)

Stockholders' equity:

Preferred stock, $

0.01

par value,

1,000,000

shares authorized,

none

outstanding

Common stock, $

0.01

par value,

480,000,000

shares authorized,

118,567,917

issued and outstanding on September 27, 2025 and

124,155,884

issued and outstanding on December 28, 2024

Additional paid-in capital

Retained earnings

3,375

3,771

Accumulated other comprehensive loss

(222)

(379)

Total Henry Schein, Inc. stockholders' equity

3,361

3,393

Noncontrolling interests

Total stockholders' equity

4,023

4,031

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

11,097

10,218

(1)

Amounts presented include balances held by our consolidated variable interest entity (“VIE”).

At September 27, 2025 and

December 28, 2024, includes trade accounts receivable of $

million and $

million, respectively, and long-term debt of $

million and $

million, respectively.

See

Note 1 – Basis of Presentation

for further information.

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2025

2024

2025

2024

Net sales

3,339

3,174

9,747

9,482

Cost of sales

2,313

2,181

6,705

6,459

Gross profit

1,026

3,042

3,023

Operating expenses:

Selling, general and administrative

2,276

2,296

Depreciation and amortization

Restructuring costs

Operating income

Other income (expense):

Interest income

Interest expense

(38)

(34)

(111)

(96)

Other, net

(1)

(2)

(3)

(1)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

Income taxes

(28)

(32)

(94)

(97)

Equity in earnings of affiliates, net of tax

Net income

Less: Net income attributable to noncontrolling interests

(8)

(19)

(6)

Net income attributable to Henry Schein, Inc.

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.84

0.79

2.44

2.32

Diluted

0.84

0.78

2.42

2.30

Weighted-average common

shares outstanding:

Basic

120,199,552

126,124,715

121,965,991

127,550,045

Diluted

121,036,247

127,054,934

122,840,062

128,498,494

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2025

2024

2025

2024

Net income

Other comprehensive income, net of tax:

Foreign currency translation gain (loss)

(1)

(58)

Unrealized gain (loss) from hedging activities

(18)

(22)

(3)

Other comprehensive income (loss), net of tax

(61)

Comprehensive income

Comprehensive income attributable to noncontrolling interests:

Net income

(8)

(19)

(6)

Foreign currency translation loss (gain)

(12)

(29)

Comprehensive income attributable to noncontrolling

interests

(6)

(12)

(48)

(3)

Comprehensive income attributable to Henry Schein, Inc.

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN

STOCKHOLDERS’ EQUITY

(in millions, except share data)

(unaudited)

Accumulated

Common Stock

Additional

Other

Total

$0.01 Par Value

Paid-in

Retained

Comprehensive

Noncontrolling

Stockholders'

Amount

Capital

Earnings

Income (Loss)

Interests

Equity

Balance, June 28, 2025

121,895,045

3,485

(227)

4,088

Net income (excluding $

attributable to Redeemable

noncontrolling interests)

Foreign currency translation gain (loss) (excluding loss of $

attributable to Redeemable noncontrolling interests)

(1)

Unrealized gain from hedging activities,

net of tax of $

Contributions from noncontrolling shareholders

Change in fair value of redeemable securities

(12)

Noncontrolling interests and adjustments related to

business acquisitions and contingent consideration

Repurchase and retirement of common stock

(3,335,985)

(211)

(204)

Stock issued upon exercise of stock options

2,446

Stock-based compensation expense

9,789

Shares withheld for payroll taxes

(3,442)

Settlement of stock-based compensation awards

Balance, September 27, 2025

118,567,917

3,375

(222)

4,023

Accumulated

Common Stock

Additional

Other

Total

$0.01 Par Value

Paid-in

Retained

Comprehensive

Noncontrolling

Stockholders'

Amount

Capital

Earnings

Income (Loss)

Interests

Equity

Balance, June 29, 2024

127,080,545

3,803

(292)

4,148

Net income (loss) (excluding $

attributable to Redeemable

noncontrolling interests)

(1)

Foreign currency translation gain (excluding gain of $

attributable to Redeemable noncontrolling interests)

Unrealized loss from hedging activities,

net of tax benefit of $

(18)

Purchase of noncontrolling interests

(1)

(2)

Change in fair value of redeemable securities

(6)

Noncontrolling interests and adjustments related to

business acquisitions

(4)

(3)

Repurchase and retirement of common stock

(1,954,076)

(18)

(119)

(137)

Stock issued upon exercise of stock options

22,448

Stock-based compensation expense

7,655

Shares withheld for payroll taxes

(2,403)

Settlement of stock-based compensation awards

Transfer of charges in excess of

capital

(17)

Balance, September 28, 2024

125,154,194

3,766

(264)

4,139

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN

STOCKHOLDERS' EQUITY

(in millions, except share data)

(unaudited)

Accumulated

Common Stock

Additional

Other

Total

$0.01 Par Value

Paid-in

Retained

Comprehensive

Noncontrolling

Stockholders'

Amount

Capital

Earnings

Income (Loss)

Interests

Equity

Balance, December 28, 2024

124,155,884

3,771

(379)

4,031

Net income (excluding $

attributable to Redeemable

noncontrolling interests)

Foreign currency translation gain (excluding gain of $

attributable to Redeemable noncontrolling interests)

Unrealized loss from hedging activities,

net of tax benefit of $

(22)

Pension adjustment gain, net of tax of $

Net contributions fr

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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 the documents we

file with the Securities and Exchange Commission (SEC), including our Annual

Report on Form 10-K.

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-optimization 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

limitation, succession planning for our 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

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

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

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 now consist of: (i) Global Distribution

and Value

-Added Services; (ii)

Global Specialty Products; and (iii) Global Technology.

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

national brand and corporate brand merchandise, as well as

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Item 3. QUANTITATIVE

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk

from that disclosed in Item 7A of our Annual

Report on Form 10-K for the year ended December 28, 2024.

Item 4. CONTROLS AND PROCEDURES

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 quarterly 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 September 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 September 27, 2025,

and carried over from prior quarters, when considered in

the aggregate, represents a material change in our internal control

over financial reporting.

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

of a controlling interest of a Global

Specialty Products segment affiliate.

Also, post-acquisition integration related activities continued

for businesses

acquired during prior quarters within our Global Specialties Products

segment and Global Distribution and Value-

Added Services segment.

These acquisitions, the majority of which utilize separate information

and financial

accounting systems, have been included in our condensed consolidated

financial statements since their respective

dates of acquisition.

Additionally, during the quarter ended September 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.

Finally, we completed the 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.

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.

PART

II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For a discussion of Legal Proceedings, see

Note 11–Legal Proceedings

of the Notes to the Condensed Consolidated

Financial Statements included under Item 1.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in

Part 1, Item 1A, of our Annual Report on

Form 10-K for the year ended December 28, 2024.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

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 $980 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, which were recorded in

treasury stock.

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 September 27, 2025, we had repurchased approximately $5.8 billion

of common stock (105,063,756)

under these initiatives.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended September 27, 2025:

Total Number

Maximum Number

Total

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)

6/29/2025 through 8/2/2025

811,024

71.20

811,024

5,511,891

8/3/2025 through 8/30/2025

2,312,016

67.74

2,312,016

3,134,393

9/1/2025 through 9/27/2025

212,945

68.38

212,945

14,434,296

3,335,985

(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.

Item 5. OTHER INFORMATION

OTHER INFORMATION

KKR Investment

On November 4, 2025, the Company and KKR entered into an amendment

to the Strategic Partnership Agreement,

dated January 29, 2025 (the “Agreement”), between the parties that increased the

beneficial ownership limit from

14.9% to 19.9% 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 Agreement

and the date on which no

KKR director appointed pursuant to the Agreement is serving on the Board

of Directors.

Extension of 2024 Restructuring Plan

On August 6, 2024, we committed to a new restructuring plan (the “2024

Plan”) to integrate recent acquisitions,

right-size operations and further increase efficiencies.

We currently expect completion of this plan to be at the end

of 2027.

Since the 2024 Plan initiation we recorded restructuring charges of $155 million, and we

currently expect

to record additional restructuring charges associated with the plan in 2025 and through

the end of 2027; however,

an estimate of the amount of these charges for 2025 through 2027 has not yet been determined.

Rule 10b5-1 Trading Arrangements

During the three months ended September 27, 2025

Walter Siegel

, the Company’s former

Senior Vice President

and Chief Legal Officer

adopted

Rule10b5

-1 trading arrangement (which is a trading plan for the future sale

securities that is intended to satisfy the affirmative defense of Exchange Act

Rule

10b5

-1(c), as well as the

requirements of the Company’s insider trading policy) while he was an executive officer of the Company. The plan

is subject to an initial “cooling off” period during which there may be no transactions

between the adoption date

and a date that is the later of 90 days or two business days following

the Company’s filing of its next quarterly

report on Form 10-Q or Annual Report on form 10-K.

August 18, 2025

, Mr. Siegel adopted the trading plan to

sell

4,176

shares based on a limit order at a specified price, with a term through

August 18, 2026

Item 6. EXHIBITS

EXHIBITS

10.1

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

2025, by and between the Company and KKR Hawaii Aggregator L.P.+

31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+

32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+

101.INS

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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 Quarterly Report on Form 10-Q for the

quarter ended September 27, 2025, formatted in Inline XBRL (included

within

Exhibit 101 attachments).+

+ Filed or furnished herewith.

SIGNATURE

Pursuant to the requirements 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.

(Registrant)

By: /s/ RONALD N. SOUTH

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal Financial

and Accounting Officer)

Dated: November 4, 2025