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):

November 4, 2025

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 November 4, 2025, Henry Schein, Inc. issued a press release

reporting the financial results for the three and

nine months, ended September 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 November 4, 2025.

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)

November 4, 2025

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated November 4, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

exhibit991

exhibit991p1i1 exhibit991p1i0

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS RECORD THIRD QUARTER 2025 FINANCIAL RESULTS AND RAISES

FULL YEAR NON-GAAP EPS GUIDANCE

●

Q3 2025 GAAP diluted EPS of $0.84,

compared to $0.78 GAAP diluted EPS in Q3 2024, and Q3 2025 non-

GAAP diluted EPS of $1.38,

compared to $1.22 non-GAAP diluted EPS in Q3 2024

●

Raises 2025 guidance for non-GAAP diluted EPS to $4.88 to $4.96 and sales

growth to 3-4% to reflect third

quarter results

●

Announces value creation initiatives expected to deliver over $200 million of

operating income improvement

over the next few years

●

Agreement reached to provide KKR the right to increase its HSIC stock ownership up to 19.9%

MELVILLE, N.Y.,

November 4, 2025 –

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 third quarter ended

September 27, 2025.

“We are pleased with our financial results for the third quarter, with sales growth accelerating in each of our

reportable segments including solid market share gains in our distribution

businesses as we are once again focused on driving

growth now that the cyber incident is fully behind us. This strong sales performance

was a key driver of the underlying

improvement in our operating income,” said Stanley M. Bergman, Chairman of the

Board and Chief Executive Officer of

Henry Schein. “Our successful execution of the BOLD+1 strategy, including the financial performance of our investments

high-growth, high-margin businesses,

set the foundation for strong future growth.”

“With continued input from KKR,

we have made good progress on advancing the value creation initiatives we

announced last quarter.

Based on our first phase of work, we believe we have

the opportunity

to deliver over $200 million of

improvements to operating income over the next few years,” Mr. Bergman said. “In addition, our board has approved an

amendment to the Strategic Partnership Agreement giving KKR the right to

increase its HSIC stock ownership up to 19.9%.”

Third Quarter 2025

Financial Results

●

Total

net sales

for the quarter were $3.3 billion.

As-reported total net sales increased 5.2% compared with the third

quarter of 2024 and reflects 3.3% internal sales growth, 0.7% sales growth

from acquisitions, and a 1.2% increase

resulting from foreign currency exchange.

Third-quarter sales growth is detailed in Exhibit A

●

Global Distribution and Value-Added Services sales

for the quarter increased 4.8%, and by 3.7% in constant

currencies compared with the third quarter of 2024. The main components

are:

-2-

●

Global Dental Distribution merchandise sales

for the quarter increased 4.6%, and by 2.9% in constant

currencies, compared with the third quarter of 2024, reflecting relatively

consistent sales growth in local

currencies across U.S. and international businesses.

●

Global Dental Distribution equipment sales

for the quarter increased 5.5%, and by 3.4% in constant

currencies, compared with the third quarter of 2024, driven by strong

growth in Germany,

as well as growth

in the U.S.

●

Global Medical Distribution sales

for the quarter increased 4.7%, and by 4.6% in constant currencies,

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

in medical products,

pharmaceuticals, and the Home Solutions business.

●

Global Value-added Services sales

for the

quarter increased

3.3%, and by 2.9%

in constant currencies,

compared with the third quarter of 2024,

with sales growth driven by consulting services.

●

Global Specialty Products sales

for the quarter increased 5.9%, and by 3.9%

in constant currencies,

compared with

the third quarter of 2024,

reflecting strong overall dental implant and endodontics sales growth.

●

Global Technology sales

for the quarter increased 9.7%, and by 9.0% in constant currencies, compared with

the

third quarter of 2024,

reflecting accelerated adoption of cloud-based software and sales

growth from recently

launched revenue cycle management solutions.

●

GAAP net income

for the quarter was $101 million, or $0.84 per diluted share

, and compares with third-quarter

2024 GAAP net income of $99 million, or $0.78 per diluted share.

●

Non-GAAP net income

for the quarter was $167 million, or $1.38

per diluted share

, and compares with third-

quarter 2024 non-GAAP net income of $155 million, or $1.22 per diluted

share.

●

Adjusted EBITDA

for the quarter was $295 million, and compares

with third-quarter 2024 Adjusted EBITDA of

$268 million.

●

The third quarter of 2025 includes a remeasurement gain which is $9 million

more than the remeasurement gain

recognized in the third quarter of 2024.

Year

-to-Date Financial Results

●

Total

net sales

for the first nine months of 2025 were $9.7 billion. As-reported

total net sales increased 2.8%

compared with the first nine months of 2024 and reflects 1.8%

internal sales growth, 0.9% sales growth from

acquisitions, and a 0.1% increase resulting from foreign currency exchange.

Sales growth is detailed in Exhibit A

●

GAAP net income

for the first nine months of 2025 was $297 million, or $2.42 per diluted share

, and compares

with the first nine months of 2024 GAAP net income of $296 million, or $2.30

per diluted share.

●

Non-GAAP net income

for the first nine months of 2025 was $445 million, or $3.63

per diluted share

, and

compares with the first nine months of 2024 non-GAAP net income

of $456 million, or $3.55 per diluted share.

●

Adjusted EBITDA

for the first nine months of 2025 was $810 million and compares with

first nine months of 2024

Adjusted EBITDA of $791 million.

-3-

Share Repurchases

During the third quarter of 2025, the Company repurchased

approximately 3.3 million shares of common stock at an

average price of $68.62 per share for a total of $229 million.

This included approximately 0.4 million shares of common stock to

complete its previously announced Accelerated

Stock Repurchase plan (ASR) at an average price of $71.60 per share,

for a total of $26.4 million. In addition, the Company

repurchased approximately 2.9 million shares of common stock at an average

price of $68.25 per share, for a total of $202.5

million. The net impact of share repurchases made in the quarter was

not material.

At the end of the third quarter, Henry Schein had $980 million authorized and available for

future stock repurchases.

Amendment to Strategic Partnership Agreement

The Company is also announcing today that its Board has approved an

amendment to the Strategic Partnership

Agreement giving KKR the right to increase its ownership in HSIC stock up to

19.9% through purchases in the open market.

2025 Financial Guidance

Henry Schein today raised its financial guidance for 2025. Guidance

is for current continuing operations as well as

acquisitions that have closed and does not include the impact of restructuring

expenses, amortization expense of acquired

intangible 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.

This guidance also assumes that foreign currency exchange rates will

remain generally consistent with current

levels, that the effects of tariffs can be mitigated, and includes remeasurement gains related

to the purchase of controlling

interests of previously held non-controlling equity investments, consistent

with the Company’s business strategy.

●

2025 non-GAAP diluted EPS attributable to Henry Schein, Inc. is

raised to $4.88 to $4.96, previously $4.80 to $4.94,

reflecting year-over-year growth of 3% to 5%.

●

2025 total sales growth is raised to be approximately 3% to 4%

over 2024, previously 2% to 4% total sales growth.

●

2025 Adjusted EBITDA

growth is expected to increase mid-single digits compared with 2024, and remains

unchanged.

Adjustments to 2025 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2025 diluted EPS on a non-GAAP

basis and for 2025 Adjusted EBITDA, as

noted above. The Company is not providing a reconciliation of its 2025 non-GAAP

diluted EPS guidance to its projected

2025 diluted EPS prepared on a GAAP basis, or its 2025

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 costs related

to an ongoing initiative to drive operating efficiencies, including the corresponding tax

effect, which will be included in the

Company’s 2025 diluted EPS and net income,

prepared on a GAAP basis. The inability to provide this reconciliation

is due

-4-

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.

Third-Quarter 2025 Conference Call Webcast

The Company will hold a conference call to discuss third-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 third-quarter

2025

financial results on its website

at https://www.henryschein.com/us-en/Corporate/investor-presentations.aspx.

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 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 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 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

-5-

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.

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.

-6-

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)

-7-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2025

2024

2025

2024

Net sales

3,339

3,174

9,747

9,482

Cost of sales

2,313

2,181

6,705

6,459

Gross profit

1,026

993

3,042

3,023

Operating expenses:

Selling, general and administrative

760

724

2,276

2,296

Depreciation and amortization

194

188

Restructuring costs

Operating income

164

157

490

466

Other income (expense):

Interest income

Interest expense

(38)

(34)

(111)

(96)

Other, net

(1)

(2)

(3)

(1)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

134

128

400

387

Income taxes

(28)

(32)

(94)

(97)

Equity in earnings of affiliates, net of tax

Net income

109

316

302

Less: Net income attributable to noncontrolling interests

(8)

(19)

(6)

Net income attributable to Henry Schein, Inc.

101

297

296

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.84

0.79

2.44

2.32

Diluted

0.84

0.78

2.42

2.30

Weighted-average common

shares outstanding:

Basic

120,199,552

126,124,715

121,965,991

127,550,045

Diluted

121,036,247

127,054,934

122,840,062

128,498,494

-8-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

September 27,

December 28,

2025

2024

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

136

122

Accounts receivable, net of allowance for credit losses of $84 and $78

1,743

1,482

Inventories, net

1,912

1,810

Prepaid expenses and other

604

569

Total current assets

4,395

3,983

Property and equipment, net

603

531

Operating lease right-of-use assets

308

293

Goodwill

4,147

3,887

Other intangibles, net

1,046

1,023

Investments and other

598

501

Total assets

11,097

10,218

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,035

962

Bank credit lines

913

650

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

291

303

Taxes

181

139

Other

618

Total current liabilities

3,149

2,803

Long-term debt

2,153

1,830

Deferred income taxes

144

102

Operating lease liabilities

264

259

Other liabilities

487

387

Total liabilities

6,197

5,381

Redeemable noncontrolling interests

877

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,

118,567,917 issued and outstanding on September 27, 2025 and

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

Additional paid-in capital

207

Retained earnings

3,375

3,771

Accumulated other comprehensive loss

(222)

(379)

Total Henry Schein, Inc. stockholders' equity

3,361

3,393

Noncontrolling interests

662

638

Total stockholders' equity

4,023

4,031

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

11,097

10,218

-9-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

Nine Months Ended

September 27,

September 28,

September 27,

September 28,

2025

2024

2025

2024

Cash flows from operating activities:

Net income

109

316

302

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

Depreciation and amortization

229

221

Impairment charge on intangible assets

Non-cash restructuring charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Provision for (benefit from) deferred income taxes

(22)

(41)

Equity in earnings of affiliates

(3)

(10)

(12)

Distributions from equity affiliates

Changes in unrecognized tax benefits

Other

(13)

(16)

(44)

(25)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(98)

(82)

(198)

188

Inventories

(69)

(25)

Other current assets

(40)

(12)

(3)

Accounts payable and accrued expenses

161

(131)

Net cash provided by operating activities

174

151

331

644

Cash flows from investing activities:

Purchases of property and equipment

(33)

(34)

(96)

(112)

Payments related to equity investments and business acquisitions,

net of cash acquired

(11)

(42)

(112)

(223)

Proceeds from loan to affiliate

Capitalized software costs

(12)

(10)

(38)

(30)

Other

(5)

(9)

(10)

Net cash used in investing activities

(56)

(91)

(253)

(372)

Cash flows from financing activities:

Net change in bank credit lines

132

257

374

Proceeds from issuance of long-term debt

314

120

Principal payments for long-term debt

(7)

(16)

(28)

(193)

Debt issuance costs

(2)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(203)

(135)

(650)

(310)

Issuance of common stock

250

Payments for taxes related to shares withheld for employee taxes

(1)

(14)

(9)

Proceeds from (distributions to) noncontrolling shareholders

(8)

(12)

(36)

Payments for contingent consideration

(19)

Acquisitions of noncontrolling interests in subsidiaries

(2)

(44)

(79)

(255)

Net cash provided by (used in) financing activities

(127)

(41)

(306)

Effect of exchange rate changes on cash and cash equivalents

(31)

(82)

(11)

Net change in cash and cash equivalents

(9)

(12)

(45)

Cash and cash equivalents, beginning of period

145

138

122

171

Cash and cash equivalents, end of period

136

126

136

126

-10-

Exhibit A - Third Quarter Sales

Henry Schein, Inc.

2025 Third Quarter

Sales Summary

(in millions)

(unaudited)

Q3 2025 over Q3 2024

Constant Currency Growth

Q3 2025

Q3 2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

607

587

3.3%

0.0%

3.3%

0.0%

3.3%

Equipment

217

215

1.2%

0.0%

1.2%

0.0%

1.2%

Value-Added Services

0.9%

1.8%

0.0%

1.8%

Total Dental

881

858

2.6%

0.1%

2.7%

0.0%

2.7%

Medical

1,099

1,050

3.0%

1.7%

4.7%

0.0%

4.7%

Total U.S. Distribution and Value-Added Services

1,980

1,908

2.9%

0.9%

3.8%

0.0%

3.8%

International Distribution and Value-Added Services

Merchandise

603

568

2.4%

0.1%

2.5%

3.5%

6.0%

Equipment

223

202

5.1%

0.6%

5.7%

4.4%

10.1%

Value-Added Services

-0.4%

11.7%

11.3%

4.0%

15.3%

Total Dental

833

777

3.0%

0.4%

3.4%

3.8%

7.2%

Medical

2.5%

0.0%

2.5%

3.2%

5.7%

Total International Distribution and Value-Added Services

860

803

3.0%

0.4%

3.4%

3.7%

7.1%

Global Distribution and Value-Added Services

Global Merchandise

1,210

1,155

2.8%

0.1%

2.9%

1.7%

4.6%

Global Equipment

440

417

3.0%

0.4%

3.4%

2.1%

5.5%

Global Value-Added Services

0.7%

2.2%

2.9%

0.4%

3.3%

Global Dental

1,714

1,635

2.8%

0.2%

3.0%

1.8%

4.8%

Global Medical

1,126

1,076

3.0%

1.6%

4.6%

0.1%

4.7%

Total Global Distribution and Value-Added Services

2,840

2,711

2.9%

0.8%

3.7%

1.1%

4.8%

Global Specialty Products

369

348

2.8%

1.1%

3.9%

2.0%

5.9%

Global Technology

173

157

9.0%

0.0%

9.0%

0.7%

9.7%

Eliminations

(43)

(42)

n/a

Total Global

3,339

3,174

3.3%

0.7%

4.0%

1.2%

5.2%

Note: Prior period amounts have been reclassified to conform

to the current period presentation.

-11-

Exhibit A - Year-to-Date Sales

Henry Schein, Inc.

2025 Third Quarter Year-to-Date

Sales Summary

(in millions)

(unaudited)

Q3 2025 Year-to-Date over Q3 2024 Year-to-Date

Constant Currency Growth

Q3 2025

Q3 2024

Local Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added Services

Merchandise

1,800

1,788

0.6%

0.0%

0.6%

0.0%

0.6%

Equipment

623

650

-4.1%

0.0%

-4.1%

0.0%

-4.1%

Value-Added Services

153

159

-5.5%

1.4%

-4.1%

0.0%

-4.1%

Total Dental

2,576

2,597

-0.9%

0.0%

-0.9%

0.0%

-0.9%

Medical

3,117

2,978

3.2%

1.5%

4.7%

0.0%

4.7%

Total U.S. Distribution and Value-Added Services

5,693

5,575

1.3%

0.8%

2.1%

0.0%

2.1%

International Distribution and Value-Added Services

Merchandise

1,813

1,791

0.7%

0.6%

1.3%

-0.1%

1.2%

Equipment

640

595

5.0%

1.4%

6.4%

1.1%

7.5%

Value-Added Services

-0.1%

40.2%

40.1%

-1.8%

38.3%

Total Dental

2,474

2,402

1.8%

1.0%

2.8%

0.2%

3.0%

Medical

-1.7%

0.0%

-1.7%

0.5%

-1.2%

Total International Distribution and Value-Added Services

2,554

2,483

1.6%

1.1%

2.7%

0.2%

2.9%

Global Distribution and Value-Added Services

Global Merchandise

3,613

3,579

0.6%

0.4%

1.0%

-0.1%

0.9%

Global Equipment

1,263

1,245

0.3%

0.6%

0.9%

0.5%

1.4%

Global Value-Added Services

174

175

-5.0%

4.9%

-0.1%

-0.2%

-0.3%

Global Dental

5,050

4,999

0.4%

0.5%

0.9%

0.1%

1.0%

Global Medical

3,197

3,059

3.0%

1.5%

4.5%

0.0%

4.5%

Total Global Distribution and Value-Added Services

8,247

8,058

1.4%

0.9%

2.3%

0.1%

2.4%

Global Specialty Products

1,122

1,078

2.3%

1.5%

3.8%

0.2%

4.0%

Global Technology

502

470

6.3%

0.0%

6.3%

0.4%

6.7%

Eliminations

(124)

n/a

Total Global

9,747

9,482

1.8%

0.9%

2.7%

0.1%

2.8%

Note: Prior period amounts have been reclassified to conform

to the current period presentation.

-12-

Exhibit B

Henry Schein, Inc.

2025 Third Quarter and Year-to-Date

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)

Third Quarter

Year

-to-Date

2025

2024

Growth

2025

2024

Growth

Net income attributable to Henry Schein, Inc.

101

2.0

297

296

0.4

Diluted EPS attributable to Henry Schein, Inc.

0.84

0.78

7.7

2.42

2.30

5.2

Non-GAAP Adjustments, net of tax and attribution to

noncontrolling interests

Restructuring costs (1)

Acquisition intangible amortization (2)

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

expenses (3)

(6)

(15)

(8)

Change in contingent consideration (4)

Costs associated with shareholder advisory matters and select

value creation consulting costs (5)

Litigation settlements (6)

Impairment of intangible assets (7)

Non-GAAP adjustments to net income

148

160

Non-GAAP adjustments to diluted EPS

0.54

0.43

1.21

1.24

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

167

155

8.3

445

456

(2.3)

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

1.38

1.22

13.1

3.63

3.55

2.3

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 Costs

The following table presents details of our restructuring costs:

Third Quarter

Year

-to-Date

2025

2024

2025

2024

Restructuring costs - pre-tax, as reported

Income tax benefit

(9)

(12)

(21)

(18)

Amount attributable to noncontrolling interests

(3)

(4)

Restructuring costs, net

-13-

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

Third Quarter

Year

-to-Date

2025

2024

2025

2024

Acquisition intangible amortization - pre-tax, as reported

133

140

Income tax benefit

(12)

(33)

(35)

Amount attributable to noncontrolling interests

(7)

(6)

(19)

(20)

Acquisition intangible amortization, net

(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 Q3

2024 and YTD 2024, we received insurance proceeds of $10 million ($7

million, net of taxes) and $20 million ($15

million, net of taxes), respectively,

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

One time professional and other fees were $1 million ($1 million, net of taxes) and $9 million

($7 million, net of

taxes), for Q3 2024 and YTD 2024, respectively.

(4)

Represents a change in the fair value of contingent consideration of $7 million ($5

million, net of taxes) and $5

million ($3 million, net of taxes) recorded during Q3 2025 and YTD 2025,

respectively, related to acquisitions

and

$38 million ($28 million, net of taxes) recorded during YTD 2024, respectively,

related to a 2023 acquisition.

(5)

Represents costs associated with shareholder advisory matters and select value

creation consulting costs of $10

million ($7 million, net of taxes) and $24 million ($18 million, net of

taxes) recorded during Q3 2025 and YTD

2025, respectively.

(6)

Represents settlement amounts for litigation related to certain opioid related

lawsuits during Q3 2025 and YTD 2025

and a settlement at one of our businesses.

Represents YTD 2024 settlement amounts for litigation related to the

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

(7)

Represents impairment charges recorded in Q1 2025 on

certain intangible assets.

-14-

Exhibit C

Henry Schein, Inc.

2025 Third Quarter and Year

-to-Date

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Third Quarter

Year-to-Date

2025

2024

2025

2024

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

101

297

296

Income attributable to noncontrolling interests

Net income (GAAP)

109

316

302

Definitional adjustments:

Interest income

(9)

(7)

(24)

(18)

Interest expense

111

Income taxes

Depreciation and amortization

229

221

Non-GAAP adjustments:

Restructuring costs

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

expenses

(9)

(20)

(11)

Impairment of intangible assets

Change in contingent consideration

Costs associated with shareholder advisory matters and select

value creation consulting costs

Litigation settlements

Other adjustments:

Equity in earnings of affiliates, net of tax

(3)

(10)

(12)

Adjusted EBITDA (non-GAAP)

295

268

810

791

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 costs, (vi)

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

expenses, (vii) impairment of intangible assets, (viii)

change in contingent consideration, (ix) costs

associated with shareholder advisory matters and select value creation

consulting costs, (x) litigation settlements and (xi)

equity in earnings of affiliates, net of tax.

Amounts may not sum due to rounding.