8-K
HENRY SCHEIN INC (HSIC)
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 the report (Date of earliest event reported): December 23, 2025
Henry Schein, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-27078 | 11-3136595 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 135 Duryea Road, Melville, New York | 11747 | |
| --- | --- | |
| (Address of principal executive offices) | (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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On December 23, 2025, Henry Schein, Inc. (the “Company”) issued a press release announcing that its Board of Directors expects to name the Company’s next Chief Executive Officer by mid-January 2026 and that Stanley M. Bergman will continue in his role as CEO and Chairman of the Company until a successor CEO assumes the position. In connection with the announcement, the Company and Mr. Bergman entered into a letter agreement (the “Letter Agreement”) to extend Mr. Bergman’s Amended and Restated Employment Agreement dated as of November 28, 2022 by and between the Company and Mr. Bergman (the “Employment Agreement”) for a term through the earlier of (a) the date of commencement of employment of a new Chief Executive Officer of the Company and (b) the date following the thirtieth (30^th^) day after Mr. Bergman notifies the Company in writing of his decision to end his employment with the Company.
A copy of the Letter Agreement is filed with this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement. The press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 10.1 | Letter Agreement dated December 23, 2025.** |
| 99.1 | Press Release dated December 23, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ** | Indicates management contract or compensatory plan or agreement. |
| --- | --- |
SIGNATURES
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. | ||
|---|---|---|
| Date: December 23, 2025 | By: | /s/ Ronald N. South |
| Name: | Ronald N. South | |
| Title: | Senior Vice President and Chief Financial Officer |
EX-10.1
Exhibit 10.1
Henry Schein, Inc.
December 23, 2025
VIA HAND DELIVERY / EMAIL
Mr. Stanley M. Bergman
c/o Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Re: Letter Agreement – Extension of Employment Period and Employment Agreement
Dear Stan,
This Letter Agreement (this “Letter Agreement”) is entered into by and between Henry Schein, Inc., a Delaware corporation (the “Company”), and you and is intended to modify that certain Amended & Restated Employment Agreement dated as of November 28, 2022 (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement.
| 1. | Extension of Employment Period. |
|---|
The Company and you hereby agree that the Employment Period under the Employment Agreement is extended through the earlier of (a) the date of commencement of employment of a new Chief Executive Officer of the Company, and (b) the date following the thirtieth (30^th^) day after you notify the Company in writing of your decision to end the Extension Period. The period of the Employment Period beginning on January 1, 2026 and ending on the date the Employment Period terminates in accordance with the preceding sentence shall be referred to herein as the “Extension Period.”
| 2. | Waiver and Deferral of Retirement Notice. |
|---|
The Company and you hereby waive and defer the effectiveness of your notice of Retirement such that your Retirement shall not become effective prior to the end of the Extension Period. For purposes of Section 5.6(c) of the Employment Agreement, the Company and you agree that your Retirement date shall be the date on which the Extension Period ends.
| 3. | Base Salary and Bonus Compensation. |
|---|
During the Extension Period:
| (a) | Your Base Salary shall remain at the annual rate in effect as of December 31, 2025 and shall continue to<br>be paid in accordance with the Company’s normal payroll practices; and |
|---|---|
| (b) | Your Incentive Compensation opportunity shall remain at the target level, and on the terms and conditions, in<br>effect as of December 31, 2025, with any determination and payment to be made in accordance with the Employment Agreement; provided, that such Incentive Compensation for the Extension Period shall be<br>pro-rated based on the number of days in the Extension Period. |
| --- | --- |
| 4. | Continued Effect of Employment Agreement. |
| --- | --- |
Except as expressly set forth in this Letter Agreement, all terms and provisions of the Employment Agreement remain unchanged and in full force and effect, and are hereby ratified and confirmed, through the end of the Extension Period.
| 5. | Miscellaneous. |
|---|
In the event of any conflict between this Letter Agreement and the Employment Agreement, this Letter Agreement shall control. This Letter Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to rules relating to conflicts of law.
We thank you for your extraordinary service and contributions to the Company and for this extension.
This Letter Agreement is effective as of the date first written above.
Sincerely yours,
HENRY SCHEIN, INC.
By: /s/ Michael S. Ettinger
Name: Michael S. Ettinger
Title: Executive Vice President and Chief Operating Officer
AGREED AND ACCEPTED:
/s/ Stanley M. Bergman
Stanley M. Bergman
Date: December 23, 2025
2
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
HenrySchein Provides Update on CEO Search Process
MELVILLE, N.Y., December 23, 2025 – Henry Schein, Inc. (Nasdaq: HSIC) (the “Company”), the world’s largest provider of health care solutions to office-based dental and medical practitioners, today announced that it expects to appoint the Company’s next CEO by mid-January 2026.
Philip A. Laskawy, Lead Director for Henry Schein said,
“We are pleased with the progress we have made in our search for Henry Schein’s next CEO. The search process is nearing completion but will not be finalized before year-end. We have evaluated a pool of highly qualified candidates, and the level of interest and caliber of talent have been exceptional.
We expect to make a final decision on a candidate and formal announcement regarding the appointment to the role by mid-January. In the meantime, at the Board’s request Stanley Bergman will continue in his role of CEO & Chairman of Henry Schein.”
Mr. Bergman commented:
“The Board has engaged in a thoughtful and thorough search process. Until a successor CEO assumes the position, I look forward to working with the team to build on the continued momentum in the business and ensuring a smooth transition.”
About Henry Schein, Inc.
Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care professionals powered by a network of people and technology. With approximately 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 33 countries and territories. The Company’s sales reached $12.7 billion in 2024, and have grown at a compound annual rate of approximately 11.2 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
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. 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 and regulations; failure to comply with laws and regulations relating to the collection, storage and processing of sensitive personal information or standards in electronic health records or transmissions; changes in tax legislation, changes in tax rates and availability of certain tax deductions; risks related to product liability, intellectual property and other claims; risks associated with customs policies or legislative import restrictions; risks associated with disease outbreaks, epidemics, pandemics (such as the COVID-19 pandemic), or similar wide-spread public health concerns and other natural or man-made disasters; risks associated with our global operations; the threat or outbreak of war (including, without limitation, geopolitical wars), terrorism or public unrest (including, without limitation, the war in Ukraine, the Israel-Gaza war and other unrest and threats in the Middle East and the possibility of a wider European or global conflict); changes to laws and policies governing foreign trade, tariffs and sanctions or greater restrictions on imports and exports,
including changes to international trade agreements and the current imposition of (and the potential for additional) tariffs by the U.S. on numerous countries and retaliatory tariffs; supply chain disruption; litigation risks; new or unanticipated litigation developments and the status of litigation matters; our dependence on our senior management (including, without limitation, succession planning for our Chief Executive Officer), employee hiring and retention, increases in labor costs or health care costs, and our relationships with customers, suppliers and manufacturers; and disruptions in financial markets. The order in which these factors appear should not be construed to indicate their relative importance or priority.
We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict. Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results. We undertake no duty and have no obligation to update forward-looking statements except as required by law.
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