8-K - HSIC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 24, 2026

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-27078

(Commission

File Number)

11-3136595

(IRS Employer

Identification No.)

135 Duryea Road

Melville

New York

(Address of principal executive offices)

11747

(Zip Code)

Registrant’s telephone number, including area code: (

631

)

843-5500

(Former name or former address, if changed since last

report.)

Check the appropriate box

below if the

Form 8-K filing is intended to simultaneously satisfy

the filing obligation of

the registrant under any

of the following

provisions:

☐

Written communications pursuant

to Rule 425

under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to

Rule 14a-12 under

the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to

Rule 14d-2(b) under

the Exchange Act

(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to

Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth

company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

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.

☐

Item 2.02.

Results of Operations and Financial Condition.

On February 24, 2026, Henry Schein, Inc. issued a press release

reporting the financial results for the three

months and full year ended December 27, 2025.

The full text of the press release is attached hereto as Exhibit

99.1 and

is incorporated herein by reference.

The information in this Item 2.02 and the press release attached as Exhibit

99.1 are considered furnished to the

Securities and Exchange Commission and are not deemed filed for purposes

of Section 18 of the Securities Exchange

Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibit 99.1 – Press Release dated February 24, 2026.

Exhibit 104 - Cover Page Interactive Data File (embedded within the

Inline XBRL document)

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 hereunto duly authorized.

HENRY SCHEIN, INC.

By:

/s/ Ronald N. South

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal

Financial and Accounting Officer)

February 24, 2026

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated February 24, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS FOURTH QUARTER AND FULL YEAR 2025 FINANCIAL RESULTS

AND INTRODUCES 2026 FINANCIAL GUIDANCE

●

Q4 2025 GAAP diluted EPS of $0.85,

compared to $0.74 GAAP diluted EPS in Q4 2024

●

Q4 2025 non-GAAP diluted EPS of $1.34,

compared to $1.19 non-GAAP diluted EPS in Q4 2024

●

2026 non-GAAP diluted EPS expected to be in the range of $5.23

to $5.37, with total sales growth expected to

be 3-5%

MELVILLE, N.Y.,

February 24, 2026

–

Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health

care solutions to office-based dental and medical practitioners, today reported

financial results for the fourth quarter ended

December 27, 2025.

“Our fourth-quarter sales reflect continuing momentum resulting in

the highest sales growth in 15 quarters.

We are

pleased with the sales results across all our businesses, particularly our

global equipment, specialty products and technology

businesses. This drove our strong fourth-quarter earnings which exceeded the

increased 2025 financial guidance we provided

in our third quarter earnings release,” said Stanley M. Bergman, Chairman of the

Board and Chief Executive Officer of

Henry Schein.

“The growth we have achieved,

especially over the second half of 2025, demonstrates the effective execution

of our

2025-2027 BOLD+1 strategic plan, and positions us well for the future. Our 2026

financial guidance underscores sustained

growth through continued strong execution of these strategies,” added

Mr. Bergman. “I am excited that Fred Lowery will join

Henry Schein as our CEO next week and believe that he will lead Henry

Schein to even greater success.”

Fourth Quarter 2025 Financial Results

●

Total

net sales

for the quarter were $3.4 billion.

Total net sales increased 7.7% compared with the fourth quarter of

2024 and reflects 4.9% internal sales growth, 0.9% sales growth from acquisitions,

and a 1.9% increase resulting

from foreign currency exchange.

Fourth-quarter sales growth is detailed in Exhibit A

●

Global Distribution and Value-Added Services sales

for the quarter increased 7.0%, and by 5.2% in constant

currencies compared with the fourth quarter of 2024. The main

components are:

●

Global Dental Distribution merchandise sales

for the quarter increased 6.4%, and by 3.7% in constant

currencies, compared with the fourth quarter of 2024, reflecting continuing

strong sales momentum from the

prior quarter.

-2-

●

Global Dental Distribution equipment sales

for the quarter increased 12.2%, and by 9.1% in constant

currencies, compared with the fourth quarter of 2024, with strong growth

particularly in the U.S., Germany,

Brazil, Canada and Australia.

●

Global Medical Distribution sales

for the quarter increased 4.9%, and by 4.8% in constant currencies,

compared with the fourth quarter of 2024, reflecting good underlying growth

in medical products despite

softness in the respiratory product category.

●

Global Value-Added Services sales

for the

quarter increased 9.6%, and by 8.5% in constant currencies,

compared with the fourth quarter of 2024,

with sales growth driven by consulting services.

●

Global Specialty Products sales

for the quarter increased 14.6%, and by 11.1%

in constant currencies,

compared

with the fourth quarter of 2024,

reflecting strong overall dental implant and solid endodontics sales

growth.

●

Global Technology sales

for the quarter increased 8.4%, and by 7.6% in constant currencies, compared with

the

fourth quarter of 2024,

reflecting accelerated adoption of cloud-based software and revenue from newly

launched

solutions.

●

GAAP net income

for the quarter was $101 million, or $0.85 per diluted share

, and compares with fourth-quarter

2024 GAAP net income of $94 million, or $0.74 per diluted share.

●

Non-GAAP net income

for the quarter was $160 million, or $1.34

per diluted share

, and compares with fourth-

quarter 2024 non-GAAP net income of $149 million, or $1.19 per diluted

share.

●

Adjusted EBITDA

for the quarter was $291 million, and compares

with fourth-quarter 2024 Adjusted EBITDA of

$270 million.

Full-Year

Financial Results

●

Total

net sales

for 2025 were $13.2 billion.

Total net sales increased 4.0% compared with 2024 and reflects 2.6%

internal sales growth, 0.9% sales growth from acquisitions, and

a 0.5% increase resulting from foreign currency

exchange. Sales growth is detailed in Exhibit A

●

GAAP net income

for 2025 was $398 million, or $3.27 per diluted share

, and compares with 2024 GAAP net

income of $390 million, or $3.05 per diluted share.

●

Non-GAAP net income

for 2025 was $605 million, or $4.97

per diluted share

, and compares with 2024 non-GAAP

net income of $605 million, or $4.74 per diluted share.

●

Adjusted EBITDA

for 2025 was $1,101 million and compares with 2024 Adjusted EBITDA

of $1,061 million.

Share Repurchases

During the fourth quarter of 2025, the Company repurchased approximately

2.8 million shares of common stock at an

average price of $71.10 per share for a total of $200 million.

For the full year 2025, the Company repurchased approximately 12.1

million shares of common stock at an average

price of $70.47 per share for a total of $850 million.

This includes 3.5 million shares of common stock purchased under

the

-3-

Accelerated Stock Repurchase plan (ASR) which was completed in

the third quarter, at an average price of $71.60 per share

for a total of $250 million.

At year-end, Henry Schein had $780 million authorized and available for future stock repurchases.

2026 Financial Guidance

Henry Schein today provided financial guidance for 2026. Guidance

is for current continuing operations and does not

include the impact of restructuring expenses and related costs, amortization

expense of acquired intangible assets, the

impairment of intangible assets, changes in contingent consideration, costs associated

with shareholder advisory matters,

select implementation-related costs supporting value creation

initiatives,

and litigation settlements. This guidance also

assumes that foreign currency exchange rates remain generally consistent with

current levels.

●

2026 non-GAAP diluted EPS attributable to Henry Schein, Inc.

is expected to be $5.23 to $5.37.

●

2026 total sales growth is expected to be approximately 3% to 5% over 2025.

●

2026 Adjusted EBITDA

is expected to grow mid-single digits compared with 2025.

Adjustments to 2026 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2026 diluted EPS and for 2026

Adjusted EBITDA on a non-GAAP basis, as

noted above. The Company is not providing a reconciliation of its 2026 non-GAAP

diluted EPS guidance to its projected

2026 diluted EPS prepared on a GAAP basis, or its 2026

Adjusted EBITDA guidance to net income prepared on a GAAP

basis. This is because the Company is unable to provide without

unreasonable effort an estimate of restructuring expenses

and related costs, including its ongoing value-creation initiatives, and

the corresponding tax effect, which will be included in

the Company’s 2026 diluted EPS and net income, prepared on a GAAP basis. The inability to provide this

reconciliation is

due to the uncertainty and inherent difficulty of predicting the occurrence, magnitude,

financial impact and timing of related

costs.

Management does not believe these items are representative of the Company’s underlying business performance.

For

the same reasons, the Company is unable to address the probable significance

of the unavailable information, which could be

material to future results.

Fourth-Quarter 2025 Conference Call Webcast

The Company will hold a conference call to discuss fourth-quarter 2025

financial results today, beginning at 8:00

a.m. Eastern time. Individual investors are invited to listen to the conference

call through Henry Schein’s website by visiting

https://investor.henryschein.com/webcasts. In addition, a replay will be available beginning shortly after the call has

ended

for a period of one week.

The Company will be posting slides that provide a summary of its fourth-quarter

2025 financial results on its website at

https://investor.henryschein.com/financials/quarterly-results/.

About Henry Schein, Inc.

-4-

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care

professionals powered by a network of

people and technology. With more than 25,000 Team

Schein Members worldwide, the Company's network of trusted

advisors provides more than 1 million customers globally with more

than 300 valued solutions that help improve operational

success and clinical outcomes. Our Business, Clinical, Technology and Supply Chain solutions help office-based dental and

medical practitioners work more efficiently so they can provide quality care more

effectively. These solutions also support

dental laboratories, government and institutional health care clinics, as well

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

in our main distribution centers.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville,

N.Y.,

and has operations or affiliates in 34 countries and territories. The Company's sales reached

$13.2 billion in 2025, and

have grown at a compound annual rate of approximately 11.0 percent since Henry Schein became a public

company in 1995.

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein,

Instagram.com/HenrySchein,

and @HenrySchein on X.

Cautionary Note Regarding Forward-Looking Statements and Use

of Non-GAAP Financial Information

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 include total sales growth, EPS and Adjusted EBITDA guidance

and 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. A fuller discussion of our operations, financial condition

and status of litigation matters, including factors that may

affect our business and future prospects, is contained

in documents we have filed with the United States Securities and Exchange

Commission, or SEC, including our Annual Report on Form 10-K,

and will be contained in all subsequent periodic filings we make with

the SEC. These documents identify in detail important risk factors that could

cause our actual performance to differ materially from

current expectations.

Risk factors and uncertainties that could cause actual results to differ

materially from current and historical results include, but

are not limited to: our dependence on third parties for the manufacture and

supply of our products and where we manufacture products,

our dependence on third parties for raw materials or purchased components;

risks relating to the achievement of our strategic growth

objectives, including anticipated results of restructuring and value creation

initiatives; risks related to the Strategic Partnership Agreement

with KKR Hawaii Aggregator L.P.

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

to develop or

acquire and maintain and protect new products (particularly technology

and specialty products) and services and utilize new technologies

that achieve market acceptance with acceptable margins; transitional

challenges associated with acquisitions and joint ventures, including

the failure to achieve anticipated synergies/benefits, as well as significant

demands on our operations, information systems, legal,

regulatory, compliance,

financial and human resources functions in connection with acquisitions, dispositions

and joint ventures; certain

provisions in our governing documents that may discourage third-party

acquisitions of us; adverse changes in supplier rebates or other

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

to activist investors; security risks associated with

our information systems and technology products and services, such as cyberattacks

or other privacy or data security breaches (including

the October 2023 incident); effects of a highly competitive (including,

without limitation, competition from third-party online commerce

sites) and consolidating market; political, economic, and regulatory

influences on the health care industry; risks from expansion of

customer purchasing power and multi-tiered costing structures; increases in

shipping costs for our products or other service issues with

our third-party shippers, and increases in fuel and energy

costs; changes in laws and policies governing manufacturing, development and

investment in territories and countries where we do business; general global and domestic

macro-economic and political conditions,

including inflation, deflation, recession, unemployment (and

corresponding increase in under-insured populations),

consumer confidence,

sovereign debt levels, fluctuations in energy pricing and

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

other economic indicators;

failure to comply with existing and future regulatory requirements, including

relating to health care; risks

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

laws and regulations relating to health care fraud or other laws

-5-

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, the transition to a new Chief Executive

Officer), employee hiring and retention, increases in labor

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

manufacturers; and disruptions in financial markets. The order in which

these factors appear should not be construed to indicate their

relative importance or priority.

We caution that

these factors may not be exhaustive and that many of these factors are beyond our

ability to control or predict.

Accordingly, any forward-looking

statements contained herein should not be relied upon as a prediction of actual

results. We undertake

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

as required by law.

Included within the press release are non-GAAP financial measures that supplement

the Company’s Consolidated Statements of

Income prepared under generally accepted accounting principles (GAAP).

These non-GAAP financial measures adjust the Company’s

actual results prepared under GAAP to exclude certain items. In the schedule

attached to the press release, the non-GAAP measures have

been reconciled to and should be considered together with the Consolidated

Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental information

about the financial performance of our business, enable

comparison of financial results between periods where certain items may vary independent

of business performance and allow for greater

transparency with respect to key metrics used by management in operating

our business. The impact of certain items that are excluded

include integration and restructuring costs, amortization of acquisition-related

assets, the insurance claim recovery associated with the

cybersecurity incident, changes in contingent consideration, costs associated with shareholder

advisory matters and select value creation

consulting costs, and litigation settlements because the amount and

timing of such charges are significantly impacted by the timing, size,

number and nature of the acquisitions we consummate and occur on an

unpredictable basis. These non-GAAP financial measures are

presented solely for informational and comparative purposes and should

not be regarded as a replacement for corresponding, similarly

captioned, GAAP measures.

See Exhibit A for details of sales growth. Internal sales growth is calculated

from total net sales using constant foreign

currency exchange rates and excludes sales from acquisitions.

See Exhibit B for a reconciliation of GAAP net income and diluted

EPS to non-GAAP net income and diluted EPS.

See Exhibit C for a reconciliation of GAAP net income to Adjusted EBITDA.

References to diluted EPS refer to diluted EPS attributable to Henry Schein, Inc.

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Tim Vassilakos

Vice President,

Global Corporate Communications

timothy.vassilakos@henryschein.com

(516) 510-0926

(TABLES TO FOLLOW)

-6-

HENRY SCHEIN, INC.

CONSOLIDATED STATEMENTS

OF INCOME

(in millions,

except share and per share data)

Three Months Ended

Years

Ended

December 27,

December 28,

December 27,

December 28,

2025

2024

2025

2024

(unaudited)

Net sales

3,437

3,191

13,184

12,673

Cost of sales

2,374

2,198

9,079

8,657

Gross profit

1,063

993

4,105

4,016

Operating expenses:

Selling, general and administrative

808

738

3,084

3,034

Depreciation and amortization

263

251

Restructuring and related costs

105

110

Operating income

163

155

653

621

Other income (expense):

Interest income

Interest expense

(39)

(35)

(150)

(131)

Other, net

(3)

(1)

Income before taxes, equity in earnings of affiliates

and noncontrolling interests

133

126

533

513

Income taxes

(32)

(31)

(126)

(128)

Equity in earnings of affiliates, net of tax

Net income

103

419

398

Less: Net income attributable to noncontrolling interests

(2)

(21)

(8)

Net income attributable to Henry Schein, Inc.

101

398

390

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.86

0.75

3.29

3.07

Diluted

0.85

0.74

3.27

3.05

Weighted-average common

shares outstanding:

Basic

117,359,505

124,505,908

120,813,977

126,788,997

Diluted

118,335,539

125,626,639

121,717,876

127,779,228

-7-

HENRY SCHEIN, INC.

CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

December 27,

December 28,

2025

2024

ASSETS

Current assets:

Cash and cash equivalents

156

122

Accounts receivable, net of allowance for credit losses of $90 and $78

1,651

1,482

Inventories, net

2,002

1,810

Prepaid expenses and other

655

569

Total current assets

4,464

3,983

Property and equipment, net

621

531

Operating lease right-of-use assets

301

293

Goodwill

4,213

3,887

Other intangibles, net

1,018

1,023

Investments and other

598

501

Total assets

11,215

10,218

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,154

962

Bank credit lines

764

650

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

340

303

Taxes

179

139

Other

680

618

Total current liabilities

3,228

2,803

Long-term debt

2,310

1,830

Deferred income taxes

146

102

Operating lease liabilities

251

259

Other liabilities

486

387

Total liabilities

6,421

5,381

Redeemable noncontrolling interests

895

806

Commitments and contingencies

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,

115,771,149 issued and outstanding on December 27, 2025 and

124,155,884 issued and outstanding on December 28, 2024

Additional paid-in capital

177

Retained earnings

3,293

3,771

Accumulated other comprehensive loss

(226)

(379)

Total Henry Schein, Inc. stockholders' equity

3,245

3,393

Noncontrolling interests

654

638

Total stockholders' equity

3,899

4,031

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

11,215

10,218

-8-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)

Three Months Ended

Years Ended

December 27,

December 28,

December 27,

December 28,

2025

2024

2025

2024

(unaudited)

Cash flows from operating activities:

Net income

103

419

398

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

311

297

Impairment charge on intangible assets

Impairment of capitalized software

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

(20)

(61)

Equity in earnings of affiliates

(2)

(1)

(12)

(13)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(2)

Other

(13)

(2)

(57)

(27)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

127

(124)

315

Inventories

(70)

(97)

(95)

(59)

Other current assets

(42)

(45)

Accounts payable and accrued expenses

211

(32)

216

(163)

Net cash provided by operating activities

381

204

712

848

Cash flows from investing activities:

Purchases of property and equipment

(43)

(36)

(139)

(148)

Payments related to equity investments and business acquisitions,

net of cash acquired

(87)

(7)

(199)

(230)

Proceeds from loan to affiliate

Capitalized software costs

(14)

(9)

(52)

(39)

Other

(4)

(7)

(13)

(17)

Net cash used in investing activities

(147)

(58)

(400)

(430)

Cash flows from financing activities:

Net change in bank credit lines

(149)

108

387

Proceeds from issuance of long-term debt

175

489

120

Principal payments for long-term debt

(16)

(125)

(44)

(318)

Debt issuance costs

(2)

Issuance of common stock

250

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(200)

(75)

(850)

(385)

Payments for taxes related to shares withheld for employee taxes

(1)

(15)

(9)

Distributions to noncontrolling shareholders

(18)

(30)

(54)

Payments for contingent consideration

(2)

(19)

(2)

Acquisitions of noncontrolling interests in subsidiaries

(77)

(255)

Net cash used in financing activities

(206)

(204)

(188)

(510)

Effect of exchange rate changes on cash and cash equivalents

(8)

(90)

Net change in cash and cash equivalents

(4)

(49)

Cash and cash equivalents, beginning of period

136

126

122

171

Cash and cash equivalents, end of period

156

122

156

122

-9-

Exhibit A - Fourth Quarter Sales

Henry Schein, Inc.

2025 Fourth Quarter

Sales Summary

(in millions)

(unaudited)

Q4 2025 over Q4 2024

Constant Currency Growth

2025

2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

583

562

3.6%

0.0%

3.6%

0.0%

3.6%

Equipment

274

247

10.6%

0.0%

10.6%

0.0%

10.6%

Value-Added Services

0.8%

0.9%

1.7%

0.0%

1.7%

Total Dental

910

861

5.5%

0.0%

5.5%

0.0%

5.5%

Medical

1,045

996

3.1%

1.8%

4.9%

0.0%

4.9%

Total U.S. Distribution and Value-Added Services

1,955

1,857

4.2%

1.0%

5.2%

0.0%

5.2%

International Distribution and Value-Added Services

Merchandise

635

582

3.9%

-0.1%

3.8%

5.4%

9.2%

Equipment

262

231

7.5%

0.0%

7.5%

6.4%

13.9%

Value-Added Services

59.7%

7.0%

66.7%

10.0%

76.7%

Total Dental

908

819

5.3%

0.0%

5.3%

5.7%

11.0%

Medical

1.9%

0.0%

1.9%

4.8%

6.7%

Total International Distribution and Value-Added Services

936

845

5.2%

0.0%

5.2%

5.7%

10.9%

Global Distribution and Value-Added Services

Global Merchandise

1,218

1,144

3.7%

0.0%

3.7%

2.7%

6.4%

Global Equipment

536

478

9.1%

0.0%

9.1%

3.1%

12.2%

Global Value-Added Services

6.9%

1.6%

8.5%

1.1%

9.6%

Global Dental

1,818

1,680

5.4%

0.0%

5.4%

2.8%

8.2%

Global Medical

1,073

1,022

3.1%

1.7%

4.8%

0.1%

4.9%

Total Global Distribution and Value-Added Services

2,891

2,702

4.5%

0.7%

5.2%

1.8%

7.0%

Global Specialty Products

422

368

6.4%

4.7%

11.1%

3.5%

14.6%

Global Technology

173

160

7.6%

0.0%

7.6%

0.8%

8.4%

Eliminations

(49)

(39)

n/a

Total Global

3,437

3,191

4.9%

0.9%

5.8%

1.9%

7.7%

Note: Prior period amounts have been reclassified to conform

to the current period presentation.

-10-

Exhibit A - Year-to-Date Sales

Henry Schein, Inc.

Full Year 2025

Sales Summary

(in millions)

(unaudited)

Full Year 2025 over Full Year

2024

Constant Currency Growth

2025

2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

2,383

2,350

1.3%

0.0%

1.3%

0.0%

1.3%

Equipment

897

0.0%

Value-Added Services

206

211

-4.0%

1.3%

-2.7%

0.0%

-2.7%

Total Dental

3,486

3,458

0.6%

0.1%

0.7%

0.0%

0.7%

Medical

4,162

3,974

3.2%

1.5%

4.7%

0.0%

4.7%

Total U.S. Distribution and Value-Added Services

7,648

7,432

2.0%

0.9%

2.9%

0.0%

2.9%

International Distribution and Value-Added Services

Merchandise

2,448

2,373

1.5%

0.4%

1.9%

1.3%

3.2%

Equipment

902

826

5.7%

1.0%

6.7%

2.6%

9.3%

Value-Added Services

16.5%

31.0%

47.5%

1.5%

49.0%

Total Dental

3,382

3,221

2.7%

0.8%

3.5%

1.5%

5.0%

Medical

108

107

-0.8%

0.0%

-0.8%

1.5%

0.7%

Total International Distribution and Value-Added Services

3,490

3,328

2.5%

0.8%

3.3%

1.6%

4.9%

Global Distribution and Value-Added Services

Global Merchandise

4,831

4,723

1.4%

0.2%

1.6%

0.6%

2.2%

Global Equipment

1,799

1,723

2.7%

0.5%

3.2%

1.2%

4.4%

Global Value-Added Services

238

233

-2.0%

4.0%

2.0%

0.2%

2.2%

Global Dental

6,868

6,679

1.6%

0.4%

2.0%

0.8%

2.8%

Global Medical

4,270

4,081

3.1%

1.5%

4.6%

0.0%

4.6%

Total Global Distribution and Value-Added Services

11,138

10,760

2.2%

0.8%

3.0%

0.5%

3.5%

Global Specialty Products

1,544

1,446

3.3%

2.4%

5.7%

1.0%

6.7%

Global Technology

675

630

6.7%

0.0%

6.7%

0.4%

7.1%

Eliminations

(173)

(163)

n/a

Total Global

13,184

12,673

2.6%

0.9%

3.5%

0.5%

4.0%

Note: Prior period amounts have been reclassified to conform

to the current period presentation.

-11-

Exhibit B

Henry Schein, Inc.

2025 Fourth Quarter and Full Year

Reconciliation of reported GAAP net income and diluted EPS attributable to Henry Schein, Inc.

to non-GAAP net income and diluted EPS attributable to Henry Schein, Inc.

(in millions, except per share data)

(unaudited)

Fourth Quarter

Full Year

2025

2024

Growth

2025

2024

Growth

Net income attributable to Henry Schein, Inc.

101

7.9

398

390

2.2

Diluted EPS attributable to Henry Schein, Inc.

0.85

0.74

14.9

3.27

3.05

7.2

Non-GAAP Adjustments, net of tax and attribution to

noncontrolling interests

Restructuring and related costs (1)

Acquisition intangible amortization (2)

109

112

Cyber incident-insurance proceeds, net of third-party advisory

expenses (3)

(15)

(23)

Impairment of capitalized assets (4)

Change in contingent consideration (5)

(5)

(2)

Litigation settlements (6)

Costs associated with shareholder advisory matters and select

value creation consulting costs (7)

Impairment of intangible assets (8)

Non-GAAP adjustments to net income

207

215

Non-GAAP net income attributable to Henry Schein, Inc.

160

149

6.6

605

(0.1)

Non-GAAP diluted EPS attributable to Henry Schein, Inc.

1.34

1.19

12.6

4.97

4.74

4.9

Management believes that non-GAAP financial measures

provide investors with useful supplemental information

about the financial

performance of our business, enable comparison of financial results

between periods where certain items may

vary independent of

business performance and allow for greater transparency

with respect to key metrics used by management

in operating our business.

These non-GAAP financial measures are

presented solely for informational and comparative

purposes and should not be regarded

as a

replacement for corresponding,

similarly captioned, GAAP measures.

Net income growth rates are

based on actual values and may not

recalculate due to rounding.

Amounts may not sum due to rounding.

(1)

Restructuring and Related Costs

The following table presents details of our restructuring and related costs:

Fourth Quarter

Full Year

2025

2024

2025

2024

Restructuring and related costs - pre-tax, as reported

105

110

Income tax benefit

(2)

(7)

(23)

(25)

Amount attributable to noncontrolling interests

(7)

(2)

(10)

(6)

Restructuring and related costs, net

-12-

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

Fourth Quarter

Full Year

2025

2024

2025

2024

Acquisition intangible amortization - pre-tax, as reported

179

184

Income tax benefit

(12)

(11)

(45)

(46)

Amount attributable to noncontrolling interests

(6)

(25)

(26)

Acquisition intangible amortization, net

109

112

(3)

Represents cyber insurance proceeds, net of one time professional and

other fees related to remediation of our Q4

2023 cyber incident.

During Q1 2025, we received insurance proceeds of $20 million ($15 million,

net of taxes)

under this policy representing the remaining insurance recovery

of losses related to the cyber incident.

During Q4

2024 and YTD 2024, we received insurance proceeds of $20 million ($15

million, net of taxes) and $40 million ($30

million, net of taxes), respectively,

representing a partial insurance recovery of losses related to the cyber incident.

One time professional and other fees were $0 million ($0 million, net of taxes) and $9 million

($7 million, net of

taxes), for Q4 2024 and YTD 2024, respectively.

(4)

Represents impairment of certain capitalized asset costs of $12 million

($6 million net of taxes and noncontrolling

interests) recorded during Q4 2024.

(5)

Represents a change in the fair value of contingent consideration of $6 million ($5

million, net of taxes) and $2

million ($2 million, net of taxes) recorded during Q4 2025 and YTD 2025,

respectively, related to acquisitions

and

$7 million ($7 million, net of taxes) and $45 million ($35 million, net of taxes) recorded

during Q4 2024 and YTD

2024, respectively, related

to certain 2022 and 2023 acquisitions.

(6)

Represents settlement amounts for litigation at one of our businesses during

Q4 2025 and YTD 20205 as well as

certain opioid related lawsuits during YTD 2025.

Represents YTD 2024 settlement amounts for litigation related to

the October 2023 cyber incident and settlement of certain opioid related lawsuits.

(7)

Represents costs associated with shareholder advisory matters and select value

creation consulting costs of $12

million ($9 million, net of taxes) and $36 million ($27 million, net of

taxes) recorded during Q4 2025 and YTD

2025, respectively,

and $2 million ($2 million, net of taxes) recorded during Q4 2024.

(8)

The following table presents details of impairment charges

recorded in relation to certain intangible

assets:

Fourth

Quarter

Full Year

2025

Impairment charges - pre-tax, as reported

Income tax benefit

(3)

Amount attributable to noncontrolling interests

(1)

Impairment charges, net

-13-

Exhibit C

Henry Schein, Inc.

2025 Fourth Quarter and Full Year

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Fourth Quarter

Full Year

2025

2024

2025

2024

Net income attributable to Henry Schein, Inc. (GAAP)

101

398

390

Income attributable to noncontrolling interests

Net income (GAAP)

103

419

398

Definitional adjustments:

Interest income

(9)

(6)

(33)

(24)

Interest expense

150

131

Income taxes

126

128

Depreciation and amortization

311

297

Non-GAAP adjustments:

Restructuring and related costs

105

110

Cyber incident-insurance proceeds, net of third-party advisory

expenses

(20)

(31)

Impairment of capitalized assets

Impairment of intangible assets

Change in contingent consideration

(6)

(2)

Costs associated with shareholder advisory matters and select

value creation consulting costs

Litigation settlements

Other adjustments:

Equity in earnings of affiliates, net of tax

(2)

(1)

(12)

(13)

Adjusted EBITDA (non-GAAP)

291

270

1,101

1,061

Adjusted EBITDA is a non-GAAP measure that we calculate

in the manner reflected on Exhibit C.

We define Adjusted EBITDA as net income, excluding (i) net

income attributable to noncontrolling interests, (ii) interest income

and expense, (iii) income taxes, (iv) depreciation and amortization,

(v) restructuring and related

costs, (vi) cyber incident-insurance proceeds, net of third-party

advisory expenses, (vii) impairment of capitalized assets, (viii)

impairment of intangible assets, (ix)

change in contingent

consideration, (x) costs associated with shareholder

advisory matters and select value creation consulting

costs, (xi) litigation settlements and

(xii) equity in earnings of affiliates, net of tax.

Amounts may not sum due to rounding.