Henry Schein 10-Q 2026-03-28

Filed 2026-05-05. 7 sections, 142K characters. Original on sec.gov · Markdown · JSON

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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

March 28, 2026

☐

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 April 27, 2026,

there were

113,916,757

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 March 28, 2026 and December 27, 2025

Condensed Consolidated Statements of Income for the three months ended

March 28, 2026 and March 29, 2025

Condensed Consolidated Statements of Comprehensive Income for the

three months ended March 28, 2026 and March 29, 2025

Condensed Consolidated Statements of Changes in Stockholders' Equity

for the three months ended March 28, 2026 and March 29, 2025

Condensed Consolidated Statements of Cash Flows for the

three months ended March 28, 2026 and March 29, 2025

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

Note 2 – Significant Accounting Policies, Accounting Pronouncements Recently Adopted

and Recently Issued Accounting Pronouncements

Note 3 – Net Sales from Contracts with Customers

Note 4 – Segment Data

Note 5 – Business Acquisitions

Note 6 – Fair Value Measurements

Note 7 – Debt

Note 8 – Income Taxes

Note 9 – Plan of Restructuring and Related Costs

Note 10 – Legal Proceedings

Note 11 – Stock-Based Compensation

Note 12 – Redeemable Noncontrolling Interests

Note 13 – Comprehensive Income

Note 14 – Earnings Per Share

Note 15 – Supplemental Cash Flow Information

Note 16 – Related Party Transactions

Note 17 – 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

ITEM 6.

Exhibits

Signature

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)

March 28,

December 27,

2026

2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $

and $

(1)

1,719

1,651

Inventories, net

2,014

2,002

Prepaid expenses and other

Total current assets

4,496

4,464

Property and equipment, net

Operating lease right-of-use assets

Goodwill

4,284

4,213

Other intangibles, net

1,007

1,018

Investments and other

Total assets

11,304

11,215

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,043

1,154

Bank credit lines

1,046

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

Taxes

Other

Total current liabilities

3,297

3,228

Long-term debt (1)

2,327

2,310

Deferred income taxes

Operating lease liabilities

Other liabilities

Total liabilities

6,482

6,421

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,

114,424,682

issued and outstanding on March 28, 2026 and

115,771,149

issued and outstanding on December 27, 2025

Additional paid-in capital

Retained earnings

3,287

3,293

Accumulated other comprehensive loss

(189)

(226)

Total Henry Schein, Inc. stockholders' equity

3,266

3,245

Noncontrolling interests

Total stockholders' equity

3,919

3,899

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

11,304

11,215

(1)

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

At March 28, 2026 and December

27, 2025, 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

March 28,

March 29,

2026

2025

Net sales

3,368

3,168

Cost of sales

2,298

2,168

Gross profit

1,070

1,000

Operating expenses:

Selling, general and administrative

Depreciation and amortization

Restructuring and related costs

Operating income

Other income (expense):

Interest income

Interest expense

(39)

(35)

Other, net

(1)

Income before taxes, equity in earnings of affiliates and noncontrolling interests

Income taxes

(38)

(35)

Equity in earnings of affiliates, net of tax

Net income

Less: Net income attributable to noncontrolling interests

(5)

(3)

Net income attributable to Henry Schein, Inc.

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.93

0.89

Diluted

0.92

0.88

Weighted-average common

shares outstanding:

Basic

114,939,640

123,776,073

Diluted

116,061,244

124,848,221

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Net income

Other comprehensive income, net of tax:

Foreign currency translation gain

Unrealized gain (loss) from hedging activities

(5)

Other comprehensive income, net of tax

Comprehensive income

Comprehensive income attributable to noncontrolling interests:

Net income

(5)

(3)

Foreign currency translation gain

(3)

(9)

Comprehensive income attributable to noncontrolling interests

(8)

(12)

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, December 27, 2025

115,771,149

3,293

(226)

3,899

Net income (excluding loss of $

attributable to Redeemable

noncontrolling interests)

Foreign currency translation gain (excluding gain of $

attributable to Redeemable noncontrolling interests)

Unrealized gain from hedging activities,

net of tax of $

Distributions from noncontrolling shareholders

(7)

Change in fair value of redeemable securities

(18)

Noncontrolling interests and adjustments related to

business acquisitions and contingent consideration

Repurchase and retirement of common stock

(1,609,986)

(13)

(113)

(126)

Stock issued upon exercise of stock options

16,570

Stock-based compensation expense

383,040

Shares withheld for payroll taxes

(132,834)

(11)

Settlement of stock-based compensation awards

(3,257)

Balance, March 28, 2026

114,424,682

3,287

(189)

3,919

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 loss of $

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 $

(5)

Pension adjustment gain, net of tax of $

Change in fair value of redeemable securities

(28)

Noncontrolling interests and adjustments related to

business acquisitions and contingent consideration

(60)

Repurchase and retirement of common stock

(2,255,485)

(21)

(141)

(162)

Stock issued upon exercise of stock options

10,351

Stock-based compensation expense

520,385

Shares withheld for payroll taxes

(187,493)

(11)

Settlement of stock-based compensation awards

Transfer of charges in excess of

capital

(114)

Balance, March 29, 2025

122,243,683

3,626

(317)

3,954

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)

(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

Impairment charge on intangible assets

Non-cash restructuring and related charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Provision for (benefit from) deferred income taxes

(7)

Equity in earnings of affiliates

(3)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(1)

Other

(27)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(69)

(74)

Inventories

(14)

Other current assets

Accounts payable and accrued expenses

(223)

(112)

Net cash provided by (used in) operating activities

(97)

Cash flows from investing activities:

Purchases of property and equipment

(25)

(31)

Payments related to equity investments and business acquisitions,

net of cash acquired

(24)

(51)

Proceeds from loan to affiliate

Capitalized software costs

(14)

(12)

Othe

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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 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

(including, without limitation, the transition

to our new Chief Executive Officer); 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 wars

in Ukraine and Iran, 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, employee hiring and

retention, increases in labor costs or

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

manufacturers; and disruptions in financial

markets.

The order in which these factors appear should not be construed

to indicate their relative importance or

priority.

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

or predict.

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

of actual results.

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

required by law.

Where You

Can Find Important Information

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

conference calls and webcasts, press releases, the investor relations

page of our website (www.henryschein.com)

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

of our website.

Recent Developments

Chief Executive Officer

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

M. Lowery as CEO, effective March 2, 2026.

connection with his appointment, Mr. Lowery joined our Board of Directors.

Mr. Lowery succeeded Stanley M.

Bergman, who served as CEO through March 1, 2026.

Mr. Bergman retired as CEO and continues to serve as

Chairman of the Board.

Mr. Bergman will retire as Chairman of the Board as of the end of the 2026 Annual

Meeting of Stockholders and the Board has approved the appointment

of Mr. Bergman as Chairman Emeritus

effective upon his retirement as Chairman.

The Board intends to appoint a new Chairman promptly

following the

Company’s 2026 annual meeting of stockholders.

Tariffs and Related Economic Conditions

The U.S. has adopted new and increased tariffs on imports from countries, which

tariffs remain subject to

frequently evolving exemptions and modifications, as well as to court

challenges, including a recent invalidation in

the Supreme Court of many of the tariffs.

Some countries have imposed retaliatory tariffs and other restrictions on

imports from the U.S.

These developments, and anticipated future developments,

have created a volatile

environment for global trade, and new trade policies with individual countries.

It is unclear whether, or the extent

to which, the current tariffs on trade with numerous countries will remain in place,

or change, the exceptions that

may apply, and their timing.

The tariffs did not have a material impact on our results of operations during fiscal

year 2025, although sales of

U.S. dental equipment were temporarily impacted by market uncertainty

related to tariffs in the second half of the

quarter ended June 28, 2025.

Executive-Level Overview

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

by a network of people and

technology.

believe we are the world’s largest provider of health care products and services primarily to office-

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

serve more than one million customers

worldwide including dental practitioners, laboratories, physician practices and

ambulatory surgery centers, as well

as government, institutional health care clinics, home health providers, and

other alternate care clinics.

believe

that we have a strong brand identity due to our more than 94 years of experience

distributing health care products.

are headquartered in Melville, New York, employ more than 25,000 people (of which more than 13,000 are

based outside of the United States) and have operations or affiliates in 34 countries and

territories.

Our broad

global footprint has evolved over time through our organic growth as well as through

contribution from strategic

acquisitions.

have established strategically located distribution centers around

the world to enable us to better serve our

customers and increase our operating efficiency.

This infrastructure, together with broad product and service

offerings at competitive prices, and a strong commitment to customer service, enables

us to be a single source of

supply for our customers’ needs.

As a distributor, we market and sell branded products as well as our own corporate brand portfolio of

cost-effective,

high-quality consumable merchandise products.

also manufacture, source and sell a range of company-owned

manufactured products, primarily implants, biomaterial products, endodontics, handpiece

and small equipment,

hand instrument and repair, restoratives, orthodontics, wound care, orthopedics and dental lab products.

have

achieved scale in these global businesses primarily through acquisitions, as

manufacturers of these products

typically do not utilize a distribution channel to serve customers.

Our reportable segments 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 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,

a portfolio of cost-effective, high-

quality consumable merchandise.

Global Specialty Products includes manufacturing, marketing

and sales of dental

implant and biomaterial products; and endodontic, orthodontic and orthopedic

products and other health care-

related products and services.

Global Technology includes development and distribution of practice management

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

care providers.

A key element to grow closer to our customers is our One Schein initiative, which

is a unified go-to-market

approach that enables practitioners to work synergistically with our supply chain, equipment

sales and service and

other value-added services, allowing our customers to leverage the

combined value that we offer through a single

program.

Specifically, One Schein provides customers with streamlined access to our comprehensive offering of

national brand products, corporate brand products and proprietary specialty products

and solutions (including

implant, orthodontic and endodontic products).

In addition, customers have access to a wide range of services,

including software and other value-added services.

Industry Overview

In recent years, the health care industry has increasingly focused on cost containment.

This trend has benefited

distributors capable of providing a broad array of products and services at low

prices.

It also has accelerated the

growth of DSOs, GPOs, HMOs, group practices, other managed care

accounts and collective buying groups, which,

in addition to their emphasis on obtaining products at competitive prices,

tend to favor distributors capable of

providing specialized management information support.

believe that the trend towards cost containment has

the potential to favorably affect demand for technology solutions, including software, which

can enhance the

efficiency and facilitation of practice management.

Our operating results in recent years have been significantly affected by strategies

and transactions that we

undertook to expand our business, domestically and internationally, in part to address significant changes in the

health care industry, including consolidation of health care distribution companies, health care reform, trends

toward managed care, cuts in Medicare and collective purchasing arrangements.

Industry Consolidation

The health care products distribution industry, as it relates to office-based health care practitioners, is fragmented

and diverse.

The industry ranges from sole practitioners working out of

relatively small offices to group practices

or service organizations ranging in size from a few practitioners to a large number of practitioners who have

combined or otherwise associated their practices.

Due in part to the inability of office-based health care practitioners to store and manage

large quantities of supplies

in their offices, the distribution of health care supplies and small equipment to office-based health

care practitioners

has been characterized by frequent, small quantity orders, and a need for rapid,

reliable and substantially complete

order fulfillment.

The purchasing decisions within an office-based health care practice are typically

made by the

practitioner or an administrative assistant.

Supplies and small equipment are generally purchased from more

than

one distributor, with one generally serving as the primary supplier.

The trend of consolidation extends to our customer base.

Health care practitioners are increasingly seeking to

partner, affiliate or combine with larger entities such as hospitals, health systems, group practices or physician

hospital organizations.

In many cases, purchasing decisions for consolidated groups are

made at a centralized or

professional staff level; however, orders are delivered to the practitioners’ offices.

Our approach to acquisitions and joint ventures has been to expand our role as

a provider of products and services

to the health care industry.

This trend has resulted in our expansion into service areas that complement

our existing

operations and provide opportunities for us to develop synergies with, and thus strengthen, the acquired

businesses.

As industry consolidation continues, we believe that we are positioned

to capitalize on this trend, as we believe we

have the ability to support increased sales through our existing infrastructure, although

there can be no assurances

that we will be able to successfully accomplish this.

are focused on building relationships with decision makers

who do not reside in the office-based practitioner setting.

As the health care industry continues to change, we continually evaluate possible

candidates for joint venture or

acquisition and intend to continue to seek opportunities to expand our

role as a provider of products and services to

the health care industry.

There can be no assurance that we will be able to successfully pursue

any such

opportunity or consummate any such transaction, if pursued.

If additional transactions are entered into or

consummated, we would incur merger and/or acquisition-related costs, and there

can be no assurance that the

integration efforts associated with any such transaction would be successful.

Aging Population and Other Market Influences

The health care products distribution industry continues to experience growth

due to the aging population,

increased health care awareness, the proliferation of medical technology

and testing, new pharmacological

treatments, and expanded third-party insurance coverage, partially offset by the effects of unemployment

insurance coverage.

In addition, the physician market continues to benefit from the

shift of procedures and

diagnostic testing from acute care settings to alternate-care sites, particularly

physicians’ offices.

According to the U.S. Census Bureau’s International Database, between 2026 and 2036, the 45 and older

population is expected to grow by approximately 10%.

Between 2026 and 2046, this age group is expected to grow

by approximately 17%.

This compares with expected total U.S. population growth rates of

approximately 4%

between 2026 and 2036

and approximately 6% between 2026 and 2046.

According to the U.S. Census Bureau’s International Database, in 2026 there are approximately seven million

Americans aged 85 years or older, the segment of the population most in need of long-term care

and elder-care

services.

By the year 2050, that number is projected to increase to approximately

17 million.

The population aged

65 to 84 years is projected to increase by approximately 12% during

the same period.

As a result of these market dynamics, annual expenditures for health care services

continue to increase in the

United States.

believe that demand for our products and services will grow while

continuing to be impacted by

current and future operating, economic and industry conditions.

The Centers for Medicare and Medicaid Services,

or CMS, published “National Health Expenditure Data” indicating that

total national health care spending reached

approximately $5.3 trillion in 2024, or 18.0% of the nation’s gross domestic product, the benchmark measure

for

annual production of goods and services in the United States.

Health care spending is projected to reach

approximately $8.6 trillion by 2033, or 20.3% of the nation’s projected gross domestic product.

believe similar demographic changes are also occurring in other

markets we serve outside the U.S.

Government

Certain of our businesses involve the distribution, manufacturing, importation,

exportation, marketing, sale and/or

promotion of pharmaceuticals, medical devices and/or in vitro diagnostics

and in this regard, we are subject to

extensive local, state, federal and foreign governmental laws and regulations,

including as applicable to our

wholesale distribution of pharmaceuticals, medical devices, and in vitro diagnostics;

manufacturing activities; and

as part of our specialty home medical supplies businesses that distribute and sell

medical equipment and supplies

directly to patients.

Federal, state and certain foreign governments have also increased

enforcement activity in the

health care sector, particularly in areas of fraud and abuse, anti-bribery and anti-corruption, controlled substances

handling, medical device regulations and data privacy and security standards.

Certain of our businesses involve pharmaceuticals and/or medical devices,

including orthopaedic,

software

regulated as a medical device, and sales of medical equipment and supplies

directly to patients, that are paid for by

third parties and/or patients and must operate in compliance with a variety of burdensome

and complex coding,

billing and record-keeping requirements in order to substantiate claims

for payment under federal, state and

commercial/private health care reimbursement programs.

Government and private insurance programs fund a large portion of the total cost of medical

care, and there have

been efforts to limit such private and government insurance programs, including efforts, thus far

unsuccessful, to

seek repeal of the entire United States Patient Protection and Affordable Care Act,

as amended by the Health Care

and Education Reconciliation Act, each enacted in March 2010.

Certain of our businesses are subject to various additional federal, state,

local and foreign laws and regulations,

including with respect to the sale, transportation, importation, storage, handling

and disposal of hazardous or

potentially hazardous substances; “forever chemicals” such as per-and

polyfluoroalkyl substances; warnings related

to potential cancer or reproductive harm linked to chemicals; amalgam bans; pricing disclosures;

supply chain

transparency around human trafficking and forced labor practices; and safe working

conditions.

In addition,

activities to control medical costs, including laws and regulations lowering

reimbursement rates for

pharmaceuticals, medical devices, medical supplies and/or medical

treatments or services, are ongoing.

Laws and

regulations are subject to change and their evolving implementation may impact

our operations and financial

performance.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

Our businesses are generally subject to numerous laws and regulations that could

impact our financial performance,

and failure to comply with such laws or regulations could have a material

adverse effect on our businesses.

A few

noteworthy or recent items that may impact our businesses are noted below:

●

Effective February 2, 2026, the FDA’s

Quality Management System Regulation (QMSR) harmonizes

21 CFR Part 820 with the internationally recognized ISO 13485:2016 standard

for quality management

systems.

Concurrently, the FDA retired their QSIT inspection framework and implemented a new

inspection framework under Compliance Program 7382.850,

Inspection of Medical Device Manufacturers,

to align inspections with ISO’s focus on overall system effectiveness, integrated risk management, supplier

oversight, and CAPA performance.

●

On March 18, 2026, the Council of the EU and two European Parliament committees

adopted their joint

negotiating position on the European Commission’s November 2025 proposed

Digital Omnibus on AI

Regulation

Trilogue negotiations will commence among the Parliament, Council, and Commission to

agree on a final version of the text.

Any adopted changes would amend the AI Act, which has a staggered

implementation timeline running until full applicability in August 2026.

●

On March 26, 2026, the European Parliament formally adopted the EU Directive

on Combating Corruption,

which establishes a harmonized, criminal law framework to prevent and

combat corruption, such as bribery

in the public and private sectors, across the EU.

The Directive will enter into force on the twentieth day

following its publication in the

Official Journal of the European Union.

Member States must transpose the

Directive into local laws, regulations and administrative provisions within

two (2) years (with limited

exceptions) to reflect the Directive’s harmonized definitions of corruption-related offenses and penalty

structures.

●

Directive No. 2025/794 of April 14, 2025, known as the “Stop-the-Clock”

Directive, amended Directives

(EU) 2022/2464 (CSRD) by introducing a uniform two-year postponement of

the sustainability reporting

requirements for financial years beginning on or after January 1, 2025 and

on or after January 1, 2026.

also extends the deadline for transposing Directive (EU) 2024/1760 (CSDDD)

by one year (i.e., July 26,

and the date of application of the transposed provisions depending

on the type of companies subject

to it (July 26, 2028 or July 26, 2029, as applicable).

●

Regulation (EU) 2025/327 of February 11, 2025 on the European Health Data Space and amending

Directive 2011/24/EU and Regulation (EU) 2024/2847 establishes the European Health Data Space

(EHDS) by providing for common rules, standards and infrastructures and a governance

framework, with a

view to facilitating access to electronic health data for the purpose of primary

use and secondary use of this

data.

This could potentially affect Henry Schein or its customers.

●

The U.S. has adopted new and increased tariffs on imports from countries, and

such tariffs remain subject

to frequently evolving exemptions and modifications, as well as to court challenges,

including a recent

invalidation in the Supreme Court of many of the tariffs, such as IEEPA tariffs, on February 20, 2026.

Some countries have imposed retaliatory tariffs and other restrictions on imports from the

U.S.

These

developments, and anticipated future developments, have created a

volatile environment for global trade,

and new trade policies with individual countries.

It is unclear whether, or the extent to which, the current

tariffs on trade with numerous countries will remain in place, or change, the exceptions

that may apply, and

their timing.

●

In the United States, the One Big Beautiful Bill Act (“OBBBA”),

signed into law on July 4, 2025, includes

a number of provisions that are expected to result in reductions in the number of

Medicaid enrollees, as

well as reductions in federal funding to state Medicaid programs, resulting

in potentially adverse impacts

on utilization of services and coverage of products.

The OBBBA also includes changes to corporate tax

rates, limitations on certain deductions and modifications to international

tax provisions.

A more detailed discussion of laws, regulations and governmental activity

is included in Management’s Discussion

and Analysis of Financial Condition and Results of Operations, contained

in our Annual Report on Form 10-K for

the fiscal year ended December 27, 2025, filed with the SEC on February

24, 2026.

Results of Operations

The following tables summarize the significant components of our operating

results and cash flows for the three

months ended March 28, 2026 and March 29, 2025 (in millions):

Three Months Ended

March 28,

March 29,

2026

2025

Operating results:

Net sales

3,368

3,168

Cost of sales

2,298

2,168

Gross profit

1,070

1,000

Operating expenses:

Selling, general and administrative

Depreciation and amortization

Restructuring and related costs

Operating income

Other expense, net

(32)

(30)

Income taxes

(38)

(35)

Net income

Net income attributable to Henry Schein, Inc.

Three Months Ended

March 28,

March 29,

2026

2025

Cash flows:

Net cash provided by (used in) operating activities

(97)

Net cash used in investing activities

(63)

(99)

Net cash provided by financing activities

Plan of Restructuring and Related Costs

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

Plan”) to integrate our acquisitions, right-size

operations and further increase efficiencies.

We currently expect this plan to be completed by the end of 2027.

During the three months ended March 28, 2026 and March 29, 2025, we recorded

restructuring and related charges

associated with the 2024 Plan of $12 million and $25 million, respectively.

The restructuring and related costs for

these periods primarily related to severance and employee-related costs,

costs to exit facilities and other exit costs.

We expect to record restructuring and related charges associated with the 2024 Plan through the end of 2027;

however, an estimate of the amount of these charges for 2026 through 2027 has not yet been determined.

During the quarter ended March 28, 2026, in connection with the

2024 Plan, we recorded a loss of $2 million

related to the disposal of businesses in the Global Specialty Products

segment.

This amount is included in the $12

million of restructuring and related charges discussed above.

Three Months Ended March 28, 2026 Compared to Three Months Ended March 29, 2025

Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other

Expense, Net; and Income Taxes are

based on actual values and may not recalculate due to rounding.

Our reportable segments are determined based on how our Chief Executive

Officer manages the business, assesses

performance and allocates resources.

We have three reportable segments:

(i) Global Distribution and Value-Added

Services; (ii) Global Specialty Products; and (iii) Global Technology.

Net Sales

Net sales by reportable segment and by major product or service type were

as follows:

March 28,

% of

March 29,

% of

Increase / (Decrease)

2026

Total

2025

Total

Global Distribution and Value

-Added Services

Global Dental Merchandise

(1)

1,292

38.4

1,185

37.4

9.0

Global Dental Equipment

(2)

12.4

12.1

8.6

Global Value

-Added Services

(3)

1.7

10.6

Global Dental

1,766

52.5

1,621

51.2

9.0

Global Medical

(4)

1,073

31.8

1,055

33.3

1.7

Total Global Distribution and Value

-Added Services

2,839

84.3

2,676

84.5

6.1

Global Specialty Products

(5)

11.8

11.6

8.1

Global Technology

(6)

5.1

7.0

Eliminations

(41)

(1.2)

(37)

(1.2)

(4)

n/a

Total

3,368

100.0

3,168

100.0

6.3

(1)

Includes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum,

acrylics, articulators, abrasives, PPE products and our own corporate brand of consumable merchandise.

(2)

Includes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair

services and high-tech and digital restoration equipment.

(3)

Consists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.

(4)

Includes branded and generic pharmaceuticals, home solutions products, vaccines, surgical products, diagnostic tests, infection-

control products, X-ray products, equipment, PPE products, and vitamins.

(5)

Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and

orthopedic products and other health care-related products and services.

(6)

Consists of the development and distribution of practice management software, e-services and other technology-enabled products

for health care providers.

The components of our sales growth were as follows:

Constant Currency

Growth/(Decline)

Total Constant

Currency Growth

Foreign

Exchange

Impact

Total Sales

Growth

Local Internal

Growth

Acquisition

Growth/

(Decline)

Global Distribution and Value

-Added Services

Global Dental Merchandise

3.0

1.2

4.2

4.8

9.0

Global Dental Equipment

3.5

5.1

8.6

Global Value

-Added Services

7.8

1.2

9.0

1.6

10.6

Global Dental

3.2

1.0

4.2

4.8

9.0

Global Medical

1.3

0.1

1.4

0.3

1.7

Total Global Distribution and Value

-Added Services

2.5

0.6

3.1

3.0

6.1

Global Specialty Products

1.7

3.4

4.7

8.1

Global Technology

6.9

(1.3)

5.6

1.4

7.0

Total

2.5

0.7

3.2

3.1

6.3

Global Sales

Global net sales for the three months ended March 28, 2026 increased 6.3%,

attributable to internal growth of 2.5%,

acquisition growth of 0.7%, and an increase in foreign exchange of 3.1%.

The components of our sales increase are

presented in the table above.

Global Distribution and Value-Added Services Sales

Global Distribution and Value-Added Services net sales for the three months ended March 28, 2026 increased

6.1%.

The components of our sales increase are presented in

the table above.

The 3.2% increase in internally generated local currency dental sales was

primarily due to sales growth in U.S.,

growth in traditional dental equipment in the U.S. and international

markets, and value-added services sales

attributable to increased sales in our practice transitions business.

The 1.3% increase in internally generated local currency medical sales was

attributable to growth of our Home

Solutions business and dialysis products,

partially offset by lower point of care diagnostic test products related to

respiratory illness.

Global Specialty Products Sales

Global Specialty Products net sales for the three months ended March

28, 2026 increased 8.1%.

The components

of our sales increase are presented in the table above.

The 1.7% increase in internally generated local currency sales was attributable

to growth in our value implant and

biomaterial businesses.

Global Technology Sales

Global Technology net sales for the three months ended March 28, 2026 increased 7.0%.

The components of sales

growth are presented in the table above.

The internally generated local currency increase of 6.9% in Global Technology sales was primarily attributable to

the adoption of our core practice management solutions, particularly

our cloud-based platforms.

Gross Profit

Gross profit and gross margin percentages by segment and in total were as follows:

March 28,

Gross

March 29,

Gross

Increase / (Decrease)

2026

Margin %

2025

Margin %

Global Distribution and Value

-Added Services

25.8

25.4

7.6

Global Specialty Products

55.3

56.0

6.7

Global Technology

68.6

67.9

8.2

Corporate

(1)

n/a

(4)

n/a

Total

1,070

31.8

1,000

31.6

7.1

Gross margin may not be comparable to that of other distribution companies due to

differing industry practices in

the classification of distribution network costs.

Gross margin percentages also vary across our segments, reflecting

differences in business models.

The Global Specialty Products segment generates

higher gross margins, as it

primarily includes products we develop and manufacture, compared

to the Global Distribution and Value-Added

Services segment, which principally distributes third-party and corporate brand

products.

While the Global

Specialty Products segment has increasingly leveraged the Global

Distribution and Value-Added Services segment

as a sales channel, the impact on overall margins has not been material.

The Global Technology segment also

generates higher gross margins, reflecting our role as both developer and provider of

software products and

services.

Within our Global Distribution and Value

-Added Services segment, gross profit margins may fluctuate between the

periods as a result of the changes in product mix and customer mix.

With respect to customer mix, sales to our

large-group customers are typically completed at lower gross margins as a result of

higher sales volumes, while

sales to office-based practitioners generally carry higher gross margins due to lower volumes.

The increase in Global Distribution and Value-Added Services gross profit for the three months ended March 28,

2026 compared to the prior-year-period is due primarily to increased internally generated sales volume

as described

above.

The increase in gross margin rates was attributable primarily to the impact

of higher gross margins in the

Global Distribution and Value-added Services and Global Technology

businesses as well as favorable business

mix.

The increase in Global Specialty Products gross profit primarily reflects

increased internally generated sales

volume and gross profit from acquisitions.

The decrease in gross margin rates was due to product mix.

The increase in Global Technology gross profit is the result primarily of higher internally generated sales.

The

increase in gross margin rates was due to product mix.

Operating Expenses

Operating expenses (consisting of selling, general and administrative

expenses; depreciation and amortization; and

restructuring and related costs) by segment were as follows:

% of

March 28,

Respective

March 29,

Respective

Increase / (Decrease)

2026

Sales

2025

Sales

Global Distribution and Value

-Added Services

19.4

19.2

7.0

Global Specialty Products

40.7

8.2

Global Technology

41.8

42.1

6.4

Corporate

n/a

(5)

n/a

24.3

6.1

Adjustments

(1)

n/a

Total operating expenses

26.4

26.0

7.8

(1)

Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods.

These

items may vary independently of business performance.

Please see

Note 4 – Segment Data

These adjustments (current quarter vs. prior

quarter) consist of (i) acquisition intangible amortization ($45 million vs. $43 million), (ii) restructuring and related costs ($12 million

vs. $25 million), (iii) change in contingent consideration ($1

million vs. $(2) million), (iv) cyber incident-insurance proceeds, net of

third-party advisory expenses (no activity) vs. $(20) million net proceeds), (v) impairment of intangible assets (no activity) vs. $1

million),

and (vi) costs associated with shareholder advisory matters and implementation related select value creation consulting costs

($13 million vs. $8 million).

The net increase in operating expenses was

attributable to the following:

Operating Costs

(excluding

acquisitions)

Acquisitions

Adjustments

Total

Global Distribution and Value

-Added Services

Global Specialty Products

Global Technology

Corporate

(5)

Adjustments

Total operating expenses

The components of the net increase in total operating expenses are presented

in the table above.

The increase in

operating costs (excluding acquisitions) during the three months ended

March 28, 2026 was primarily attributable

to unfavorable impact of foreign exchange rates.

During the three months ended March 28, 2026, our operating

costs were favorably impacted by the remeasurement to the fair value

of a previously held equity investment of $11

million within our Global Specialty Products segment.

During the three months ended March 29, 2025, our

operating costs were favorably impacted by insurance proceeds of $20 million

related to the October 2023 cyber

incident included in the Adjustments category.

Other Expense, Net

Other expense, net was as follows:

March 28,

March 29,

Variance

2026

2025

Interest income

21.8

Interest expense

(39)

(35)

(4)

(12.6)

Other, net

(1)

n/a

Other expense, net

(32)

(30)

(2)

(8.0)

Interest income increased primarily due to increased interest rates.

Interest expense increased primarily due to

increased borrowings.

Income Taxes

Our effective tax rate was 25.5% for the three months ended March 28, 2026, compared

to 24.9% for the prior year

period.

The difference between our effective and federal statutory tax rates primarily relates to state

and foreign

income taxes and interest expense.

Liquidity and Capital Resources

Our principal capital requirements have included funding of acquisitions, purchases

of additional noncontrolling

interests, repayments of debt principal, the funding of working capital needs,

purchases of fixed assets and

repurchases of common stock.

Working capital requirements generally result from increased sales, special

inventory forward buy-in opportunities and payment terms for receivables

and payables.

Historically, sales have

tended to be stronger during the second half of the year and special inventory

forward buy-in opportunities have

been most prevalent just before the end of the year, and have caused our working capital requirements

to be higher

from the end of the third quarter to the end of the first quarter of

the following year.

We finance our business primarily through cash generated from our operations, revolving credit facilities and debt

placements.

Please see

Note 7 – Debt

for further information.

Our ability to generate sufficient cash flows from

operations is dependent on the continued demand of our customers

for our products and services, and access to

products and services from our suppliers.

Our business requires a substantial investment in working capital, which

is susceptible to fluctuations during the

year as a result of inventory purchase patterns and seasonal demands.

Inventory purchase activity is a function of

sales activity, special inventory forward buy-in opportunities and our desired level of inventory.

We finance our business to provide adequate funding for at least 12 months.

Funding requirements are based on

forecasted profitability and working capital needs, which, on occasion, may

change.

Consequently, we may change

our funding structure to reflect any new requirements.

Our acquisition strategy is focused on investments in companies,

including high growth high margin businesses

aligned with our BOLD+1 strategy, that add new customers and sales teams, increase our geographic footprint

(whether entering a new country, such as emerging markets, or building scale where we have already invested in

businesses), and finally, those that enable us to access new products and technologies.

We believe that our cash and cash equivalents, our ability to access private debt markets and public equity markets,

and our available funds under existing credit facilities provide us with

sufficient liquidity to meet our currently

foreseeable short-term and long-term capital needs.

Net cash used in operating activities was $97 million for the three months

ended March 28, 2026, compared to net

cash provided by operating activities of $37 million for the prior year.

The net change of $134 million was

primarily attributable to changes in working capital accounts (primarily

accounts receivable, inventory, and

accounts payable and accrued expenses), partially offset by an increase in operating

income.

Net cash used in investing activities was $63 million for the three months

ended March 28, 2026, compared to net

cash used in investing activities of $99 million for the prior year.

The net change of $36 million was primarily

attributable to lower acquisition activity.

Net cash provided by financing activities was $120 million for the

three months ended March 28, 2026, compared

to net cash provided by financing activities of $89 million for the prior

year.

The net change of $31 million was

primarily due to a reduction in acquisitions of noncontrolling interests

in subsidiaries, and decreased repurchases of

common stock, partially offset by decreased net borrowings.

The following table summarizes selected measures of liquidity and capital

resources:

March 28,

December 27,

2026

2025

Cash and cash equivalents

Working

capital

(1)

1,199

1,236

Debt:

Bank credit lines

1,046

Current maturities of long-term debt

Long-term debt

2,327

2,310

Total debt

3,408

3,107

Leases:

Current operating lease liabilities

Non-current operating lease liabilities

(1)

Includes $442 million and $491 million of certain accounts receivable which serve as security for U.S. trade accounts receivable

securitization at March 28, 2026 and December 27, 2025, respectively.

Our cash and cash equivalents consist of bank balances and investments

in money market funds representing

overnight investments with a high degree of liquidity.

Accounts receivable days sales outstanding and inventory turns

Our accounts receivable days sales outstanding from operations

increased to 45.7 days as of March 28, 2026 from

44.1 days as of March 29, 2025.

During the three months ended March 28, 2026, we wrote

off approximately $5

million of fully reserved accounts receivable against our trade receivable

reserve.

Our inventory turns from

operations decreased to 4.6 as of March 28, 2026 from 4.8 as of March 29, 2025.

Our working capital accounts

may be impacted by current and future economic conditions.

Leases

have operating and finance leases for corporate offices, office space, distribution and other

facilities, vehicles

and certain equipment.

Our leases have remaining terms of less than one year to approximately

22 years, some of

which may include options to extend the leases for up to 10 years.

As of March 28, 2026, our right-of-use assets

related to operating leases were $312 million and our current and non-current

operating lease liabilities were $78

million and $263 million, respectively.

Stock Repurchases

On January 27, 2025, our Board of Directors authorized the repurchase

of up to an additional $500 million in shares

of our common stock.

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.

On September 8, 2025, our Board of Directors authorized the repurchase of

up to an additional $750 million in

shares of our common stock.

From March 3, 2003 through March 28, 2026, we repurchased $6.1 billion, or

109,486,614 shares,

under our

common stock repurchase programs, with $655 million available

as of March 28, 2026 for future share repurchases.

Redeemable Noncontrolling Interests

Some minority stockholders in certain of our subsidiaries have the right,

at certain times, to require us to acquire

their ownership interest in those entities at fair value.

Accounting Standards Codification Topic 480-10 is

applicable for noncontrolling interests where we are or may be required

to purchase all or a portion of the

outstanding interest in a consolidated subsidiary from the noncontrolling

interest holder under the terms of a put

option contained in contractual agreements.

As of March 28, 2026 and December 27, 2025, our balance

for

redeemable noncontrolling interests was $903 million and $895 million,

respectively.

Please see

Note 12 –

Redeemable Noncontrolling Interests

for further information.

Critical Accounting Estimates

There have been no material changes in our critical accounting estimates

from those disclosed in Item 7 of our

Annual Report on Form 10-K for the year ended December 27, 2025.

Accounting Standards Update

For a discussion of accounting standards updates that have been adopted

or will be adopted, see

Note 2 - Significant

Accounting Policies, Accounting Pronouncements Recently Adopted and Recently Issued Accounting

Pronouncements

of the Notes to the Condensed Consolidated Financial Statements

included under Item 1.

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 27, 2025.

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 March

28, 2026, 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 system

implementation activity undertaken

during the quarter ended March 28, 2026, 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 March 28, 2026, we completed the acquisition

of a controlling interest of a Global

Specialty Products segment affiliate and a Global Distribution and Value-Added Services segment business in the

U.S.

Also, post-acquisition integration related activities continued for businesses

acquired during prior quarters

within our Global Specialty Products 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 March 28, 2026, 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.

All acquisitions, continued acquisition integrations, and system 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 10 – 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 I, Item 1A, of our Annual Report on

Form 10-K for the year ended December 27, 2025.

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 $655 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 March 28, 2026, we had repurchased approximately $6.1 billion of

common stock (109,486,614)

under these initiatives,

with $655 million available for future share repurchases.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended March 28, 2026:

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)

12/28/2025 through 1/31/2026

720,444

77.25

720,444

9,595,535

2/1/2026 through 2/28/2026

565,846

78.37

565,846

8,252,525

3/1/2026 through 3/28/2026

323,696

77.23

323,696

9,083,576

1,609,986

(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 6. EXHIBITS

EXHIBITS

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.+

99.1

Form of 2026 Restricted Stock Unit Agreement for time-based restricted stock

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

amended and restated on May 21, 2024).**+

99.2

Form of 2026 Stock Option Agreement pursuant to the Henry Schein, Inc. 2024

Stock Incentive Plan (as amended and restated effective as of May 21, 2024)

(Frederick M. Lowery).**+

99.3

Form of 2026 Restricted Stock Unit Agreement for time-based restricted stock

unit awards pursuant to the Henry Schein, Inc. 2023 Non-Employee Director

Stock Incentive Plan (as amended and restated effective as of May 23, 2023)

(Stanley M. Bergman).**+

101.INS

Inline XBRL Instance Document - the instance document does not appear

in the

Interactive Data File because its XBRL tags are embedded within the Inline

XBRL document+

101.SCH

Inline XBRL Taxonomy Extension Schema Document+

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document+

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document+

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document+

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document+

The cover page of Henry Schein, Inc.’s Quarterly Report on Form 10-Q for the

quarter ended March 28, 2026, formatted in Inline XBRL (included within

Exhibit 101 attachments).+

+ Filed or furnished herewith.

** Indicates management contract or compensatory plan or agreement.

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: May 5, 2026