10-Q - HSIC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒

QUARTERLY

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

OF 1934

For the

quarterly

period ended

March 28, 2026

☐

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

ACT

OF 1934

For the transition period from ____________ to ____________

Commission File Number:

0-27078

HENRY SCHEIN, INC.

(Exact name of registrant as specified in its charter)

Delaware

11-3136595

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

135 Duryea Road

Melville

New York

(Address of principal executive offices)

11747

(Zip Code)

(

631

)

843-5500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

HSIC

The

Nasdaq

Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required

to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such

shorter period that the registrant was required to file such

reports), and (2) has been subject to such filing requirements for the

past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every

Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during

the preceding 12 months (or for such shorter period

that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,”

“accelerated filer,”

“smaller reporting company,”

and “emerging growth company”

in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for

complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined

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

Yes

☐

☒

As of April 27, 2026,

there were

113,916,757

shares of the registrant’s common stock outstanding.

HENRY SCHEIN, INC.

INDEX

PART I. FINANCIAL INFORMATION

Page

ITEM 1.

Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheets as of March 28, 2026 and December 27, 2025

Condensed Consolidated Statements of Income for the three months ended

March 28, 2026 and March 29, 2025

Condensed Consolidated Statements of Comprehensive Income for the

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

Condensed Consolidated Statements of Changes in Stockholders' Equity

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

Condensed Consolidated Statements of Cash Flows for the

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

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

Note 2 – Significant Accounting Policies, Accounting Pronouncements Recently Adopted

and Recently Issued Accounting Pronouncements

Note 3 – Net Sales from Contracts with Customers

Note 4 – Segment Data

Note 5 – Business Acquisitions

Note 6 – Fair Value Measurements

Note 7 – Debt

Note 8 – Income Taxes

Note 9 – Plan of Restructuring and Related Costs

Note 10 – Legal Proceedings

Note 11 – Stock-Based Compensation

Note 12 – Redeemable Noncontrolling Interests

Note 13 – Comprehensive Income

Note 14 – Earnings Per Share

Note 15 – Supplemental Cash Flow Information

Note 16 – Related Party Transactions

Note 17 – KKR Investment and Accelerated Share Repurchase Program

ITEM 2.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

ITEM 4.

Controls and Procedures

PART II. OTHER INFORMATION

ITEM 1.

Legal Proceedings

ITEM 1A.

Risk Factors

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 6.

Exhibits

Signature

Table of Contents

See accompanying notes.

PART

I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

March 28,

December 27,

2026

2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

138

156

Accounts receivable, net of allowance for credit losses of $

and $

(1)

1,719

1,651

Inventories, net

2,014

2,002

Prepaid expenses and other

625

655

Total current assets

4,496

4,464

Property and equipment, net

618

621

Operating lease right-of-use assets

312

301

Goodwill

4,284

4,213

Other intangibles, net

1,007

1,018

Investments and other

587

598

Total assets

11,304

11,215

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,043

1,154

Bank credit lines

1,046

764

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

262

340

Taxes

192

179

Other

641

680

Total current liabilities

3,297

3,228

Long-term debt (1)

2,327

2,310

Deferred income taxes

158

146

Operating lease liabilities

263

251

Other liabilities

437

486

Total liabilities

6,482

6,421

Redeemable noncontrolling interests

903

895

Commitments and contingencies

(nil)

Stockholders' equity:

Preferred stock, $

0.01

par value,

1,000,000

shares authorized,

none

outstanding

Common stock, $

0.01

par value,

480,000,000

shares authorized,

114,424,682

issued and outstanding on March 28, 2026 and

115,771,149

issued and outstanding on December 27, 2025

Additional paid-in capital

167

177

Retained earnings

3,287

3,293

Accumulated other comprehensive loss

(189)

(226)

Total Henry Schein, Inc. stockholders' equity

3,266

3,245

Noncontrolling interests

653

654

Total stockholders' equity

3,919

3,899

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

11,304

11,215

(1)

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

At March 28, 2026 and December

27, 2025, includes trade accounts receivable of $

442

million and $

491

million, respectively, and long-term debt of $

360

million and

390

million, respectively.

See

Note 1 – Basis of Presentation

for further information.

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Net sales

3,368

3,168

Cost of sales

2,298

2,168

Gross profit

1,070

1,000

Operating expenses:

Selling, general and administrative

809

738

Depreciation and amortization

Restructuring and related costs

Operating income

182

175

Other income (expense):

Interest income

Interest expense

(39)

(35)

Other, net

(1)

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

150

145

Income taxes

(38)

(35)

Equity in earnings of affiliates, net of tax

Net income

112

113

Less: Net income attributable to noncontrolling interests

(5)

(3)

Net income attributable to Henry Schein, Inc.

107

110

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.93

0.89

Diluted

0.92

0.88

Weighted-average common

shares outstanding:

Basic

114,939,640

123,776,073

Diluted

116,061,244

124,848,221

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Net income

112

113

Other comprehensive income, net of tax:

Foreign currency translation gain

Unrealized gain (loss) from hedging activities

(5)

Other comprehensive income, net of tax

Comprehensive income

152

184

Comprehensive income attributable to noncontrolling interests:

Net income

(5)

(3)

Foreign currency translation gain

(3)

(9)

Comprehensive income attributable to noncontrolling interests

(8)

(12)

Comprehensive income attributable to Henry Schein, Inc.

144

172

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN

STOCKHOLDERS’ EQUITY

(in millions, except share data)

(unaudited)

Accumulated

Common Stock

Additional

Other

Total

$0.01 Par Value

Paid-in

Retained

Comprehensive

Noncontrolling

Stockholders'

Amount

Capital

Earnings

Income (Loss)

Interests

Equity

Balance, December 27, 2025

115,771,149

177

3,293

(226)

654

3,899

Net income (excluding loss of $

attributable to Redeemable

noncontrolling interests)

107

113

Foreign currency translation gain (excluding gain of $

attributable to Redeemable noncontrolling interests)

Unrealized gain from hedging activities,

net of tax of $

Distributions from noncontrolling shareholders

(7)

Change in fair value of redeemable securities

(18)

Noncontrolling interests and adjustments related to

business acquisitions and contingent consideration

Repurchase and retirement of common stock

(1,609,986)

(13)

(113)

(126)

Stock issued upon exercise of stock options

16,570

Stock-based compensation expense

383,040

Shares withheld for payroll taxes

(132,834)

(11)

Settlement of stock-based compensation awards

(3,257)

Balance, March 28, 2026

114,424,682

167

3,287

(189)

653

3,919

Accumulated

Common Stock

Additional

Other

Total

$0.01 Par Value

Paid-in

Retained

Comprehensive

Noncontrolling

Stockholders'

Amount

Capital

Earnings

Income (Loss)

Interests

Equity

Balance, December 28, 2024

124,155,884

3,771

(379)

638

4,031

Net income (excluding loss of $

attributable to Redeemable

noncontrolling interests)

110

115

Foreign currency translation gain (excluding gain of $

attributable to Redeemable noncontrolling interests)

Unrealized loss from hedging activities,

net of tax benefit of $

(5)

Pension adjustment gain, net of tax of $

Change in fair value of redeemable securities

(28)

Noncontrolling interests and adjustments related to

business acquisitions and contingent consideration

(60)

Repurchase and retirement of common stock

(2,255,485)

(21)

(141)

(162)

Stock issued upon exercise of stock options

10,351

Stock-based compensation expense

520,385

Shares withheld for payroll taxes

(187,493)

(11)

Settlement of stock-based compensation awards

Transfer of charges in excess of

capital

114

(114)

Balance, March 29, 2025

122,243,683

3,626

(317)

644

3,954

Table of Contents

See accompanying notes.

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)

(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Cash flows from operating activities:

Net income

112

113

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

Depreciation and amortization

Impairment charge on intangible assets

Non-cash restructuring and related charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Provision for (benefit from) deferred income taxes

(7)

Equity in earnings of affiliates

(3)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(1)

Other

(27)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(69)

(74)

Inventories

(14)

Other current assets

Accounts payable and accrued expenses

(223)

(112)

Net cash provided by (used in) operating activities

(97)

Cash flows from investing activities:

Purchases of property and equipment

(25)

(31)

Payments related to equity investments and business acquisitions,

net of cash acquired

(24)

(51)

Proceeds from loan to affiliate

Capitalized software costs

(14)

(12)

Other

(1)

(5)

Net cash used in investing activities

(63)

(99)

Cash flows from financing activities:

Net change in bank credit lines

283

215

Proceeds from issuance of long-term debt

150

Principal payments for long-term debt

(39)

(15)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(125)

(161)

Payments for taxes related to shares withheld for employee taxes

(9)

(12)

Distributions to noncontrolling shareholders

(16)

(4)

Payments for contingent consideration

(12)

Acquisitions of noncontrolling interests in subsidiaries

(32)

(73)

Net cash provided by financing activities

120

Effect of exchange rate changes on cash and cash equivalents

(22)

Net change in cash and cash equivalents

(18)

Cash and cash equivalents, beginning of period

156

122

Cash and cash equivalents, end of period

138

127

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

(unaudited

)

Note 1 – Basis of Presentation

Our condensed consolidated financial statements include the accounts of Henry

Schein, Inc. and all of our

controlled subsidiaries and VIE (“we,” “us” and “our”).

All intercompany accounts and transactions are eliminated

in consolidation.

Investments in unconsolidated affiliates for which we have the ability to influence

the operating

or financial decisions are accounted for under the equity method.

Our accompanying unaudited condensed consolidated financial statements

have been prepared in accordance with

accounting principles generally accepted in the United States

(“U.S. GAAP”) for interim financial information and

with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the

information and footnote disclosures required by U.S. GAAP for complete

financial statements.

The unaudited condensed consolidated financial statements should

be read in conjunction with the audited

consolidated financial statements and notes to the consolidated financial

statements contained in our Annual Report

on Form 10-K for the year ended December 27, 2025 and with the information

contained in our other publicly-

available filings with the Securities and Exchange Commission.

The condensed consolidated financial statements

reflect all adjustments considered necessary for a fair presentation of

the consolidated results of operations and

financial position for the interim periods presented.

All such adjustments are of a normal recurring nature.

The preparation of consolidated financial statements in conformity with

accounting principles generally accepted in

the United States requires us to make estimates and assumptions that

affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of

the financial statements and the reported

amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

The results of operations for the three months ended March 28, 2026 are

not necessarily indicative of the results to

be expected for any other interim period or for the year ending December 26, 2026.

Our condensed consolidated financial statements reflect estimates and

assumptions made by us that affect, among

other things, our goodwill, long-lived asset and definite-lived intangible

asset valuation; inventory valuation; equity

investment valuation; assessment of the annual effective tax rate; valuation of

deferred income taxes and income

tax contingencies; the allowance for credit losses; fair value of contingent

consideration; hedging activity; supplier

rebates; measurement of compensation cost for certain share-based

performance awards and cash bonus plans; and

pension plan assumptions.

The primary beneficiary of a VIE is required to consolidate the assets and

liabilities of the VIE.

We are deemed to

be the primary beneficiary of the VIE when we have the power to direct activities

that most significantly affect its

economic performance and have the obligation to absorb the majority of

its losses or the right to receive benefits

that could potentially be significant to the VIE.

In determining whether we are the primary beneficiary, we

consider factors such as ownership interest, debt investments, management

representation, authority to control

decisions, and contractual and substantive participating rights of each party.

For this VIE, related to our U.S. trade

accounts receivable securitization as discussed in

Note 7 – Debt

the trade accounts receivable transferred to the

VIE are pledged as collateral to the related debt.

The VIE’s creditors have recourse to us for losses on these trade

accounts receivable.

At March 28, 2026 and December 27, 2025, certain trade accounts

receivable that can only be

used to settle obligations of this VIE were $

442

million and $

491

million, respectively, and the liabilities of this

VIE where the creditors have recourse to us were $

360

million and $

390

million, respectively.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

(unaudited

)

Note 2 – Significant Accounting Policies,

Accounting Pronouncements Recently Adopted and Recently

Issued

Accounting Pronouncements

Significant Accounting Policies

There have been no material changes in our significant accounting policies during

the three months ended March

28, 2026, as compared to the significant accounting policies described in Item

8 of our Annual Report on Form 10-

K for the year ended December 27, 2025.

Accounting Pronouncements Recently Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2025-05, “

Financial Instruments - Credit Losses (Subtopic 326): Measurement of Credit Losses for Accounts

Receivable and Contract Assets,

” which introduces a practical expedient permitting an entity

to assume that

conditions at the balance sheet date remain unchanged throughout the

remaining life of the asset when estimating

expected credit losses on current accounts receivable and current contract

assets under Topic 606 -

Revenue from

Contracts with Customers

We adopted this ASU during fiscal year 2026 and elected to apply the practical

expedient.

The adoption did not have a material impact on our consolidated financial

statements.

Recently Issued Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-11, “

Interim Reporting (Topic 270): Narrow-Scope

Improvements

,” which is intended to improve navigability of the guidance in Topic 270, Interim Reporting, and

clarify when it applies.

The ASU also addresses the form and content of such financial

statements and interim

disclosure requirements, and establishes a principle under which an entity

must disclose events since the end of the

last annual reporting period that have a material impact on the entity.

This ASU is effective for annual reporting

periods beginning after December 15, 2027, and interim reporting periods

within those annual reporting periods,

with early adoption permitted.

We are currently evaluating the impact that ASU 2025-11 will have on our

consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, “

Government Grants (Topic 832) - Accounting for Government

Grants Received by Business Entities,

” which establishes guidance on the recognition, measurement, and

presentation of government grants received by business entities.

This ASU is effective for annual reporting periods

beginning after December 15, 2028, and interim reporting periods within

those annual reporting periods, with early

adoption permitted.

We are currently evaluating the impact that ASU 2025-10 will have on our consolidated

financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, “

Derivatives and Hedging (Topic 815): Hedge Accounting

Improvements,

” which is intended to more closely align financial reporting with

the economics of entities’ risk

management activities, including expanded eligibility of forecasted

transactions, additional flexibility in measuring

hedge effectiveness, and clarifications related to hedging non-financial items.

This ASU is effective for annual

reporting periods beginning after December 15, 2026, and interim reporting

periods within those annual reporting

periods, with early adoption permitted, and should be applied prospectively.

We are currently evaluating the

impact that ASU 2025-09 will have on our consolidated financial statements

and related disclosures.

In September 2025, the FASB issued ASU 2025-06, “

Intangibles - Goodwill and Other - Internal-Use Software

(Subtopic 350-40): Targeted Improvements

to the Accounting for Internal-Use Software

,” which removes all

references to software development project stages.

The ASU requires entities to begin capitalizing software costs

when management authorizes and commits to funding the software project,

and it is probable that the project will

be completed and the software will be used for its intended purpose.

This ASU is effective for annual reporting

periods beginning after December 15, 2027, and interim reporting periods

within those annual reporting periods,

with early adoption permitted.

Upon adoption, the guidance can be applied prospectively, retrospectively, or with a

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

(unaudited

)

modified transition approach.

We are currently evaluating the impact that ASU 2025-06 will have on our

consolidated financial statements.

Note 3 – Net Sales from Contracts with Customers

Net sales are recognized in accordance with policies disclosed in Item

8 of our Annual Report on Form 10-K for

the year ended December 27, 2025.

Disaggregation of Net Sales

The following table disaggregates our net sales by reportable segment:

Three Months Ended

March 28,

March 29,

2026

2025

Net Sales:

Global Distribution and Value

-Added Services

Global Dental merchandise

1,292

1,185

Global Dental equipment

417

384

Global Value

-added services

Global Dental

1,766

1,621

Global Medical

1,073

1,055

Total Global Distribution

and Value

-Added Services

2,839

2,676

Global Specialty Products

397

367

Global Technology

173

162

Eliminations

(41)

(37)

Total

3,368

3,168

Contract Liabilities

The following table presents our contract liabilities:

As of

March 28,

December 27,

March 29,

December 28,

Description

2026

2025

2024

Current contract liabilities

Non-current contract liabilities

Total contract

liabilities

During the three months ended March 28, 2026, we recognized $

million in net sales that had been previously

deferred at December 27, 2025.

During the three months ended March 29, 2025, we recognized $

million in net

sales that were previously deferred at December 28, 2024.

Current contract liabilities are included in accrued

expenses: other and the non-current contract liabilities are included in other

liabilities within our condensed

consolidated balance sheets.

Table of Contents

HENRY SCHEIN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, except share and per share data)

(unaudited

)

Note 4

–

Segment Data

We conduct our business through

three

reportable segments: (i) Global Distribution and Value-Added Services; (ii)

Global Specialty Products; and (iii) Global Technology.

We aggregate operating segments into these reportable segments based on economic similarities, the nature of their

products, customer base and methods of distribution.

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

national brand and corporate brand merchandise, as well as equipment and related

technical services.

This segment

also includes value-added services such as financial services, continuing

education services, consulting and other

services.

This segment also markets and sells under our own corporate brand

a portfolio of cost-effective, high-

quality consumable merchandise.

Global Specialty Products includes manufacturing, marketing

and sales of dental

implant and biomaterial products; and endodontic, orthodontic and orthopedic

products and other health care-

related products and services.

Global Technology includes development and distribution of practice management

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

care providers.

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

is a unified go-to-market

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

sales and service and

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

combined value that we offer through a single

program.

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

national brand products, corporate brand products and proprietary specialty products

and solutions (including

implant, orthodontic and endodontic products).

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

including software and other value-added services.

Industry Overview

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

This trend has benefited

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

prices.

It also has accelerated the

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

accounts and collective buying groups, which,

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

tend to favor distributors capable of

providing specialized management information support.

believe that the trend towards cost containment has

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

can enhance the

efficiency and facilitation of practice management.

Table of Contents

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

and transactions that we

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

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

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

Industry Consolidation

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

and diverse.

The industry ranges from sole practitioners working out of

relatively small offices to group practices

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

combined or otherwise associated their practices.

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

large quantities of supplies

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

care practitioners

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

reliable and substantially complete

order fulfillment.

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

made by the

practitioner or an administrative assistant.

Supplies and small equipment are generally purchased from more

than

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

The trend of consolidation extends to our customer base.

Health care practitioners are increasingly seeking to

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

hospital organizations.

In many cases, purchasing decisions for consolidated groups are

made at a centralized or

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

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

a provider of products and services

to the health care industry.

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

our existing

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

businesses.

As industry consolidation continues, we believe that we are positioned

to capitalize on this trend, as we believe we

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

there can be no assurances

that we will be able to successfully accomplish this.

are focused on building relationships with decision makers

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

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

candidates for joint venture or

acquisition and intend to continue to seek opportunities to expand our

role as a provider of products and services to

the health care industry.

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

any such

opportunity or consummate any such transaction, if pursued.

If additional transactions are entered into or

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

can be no assurance that the

integration efforts associated with any such transaction would be successful.

Aging Population and Other Market Influences

The health care products distribution industry continues to experience growth

due to the aging population,

increased health care awareness, the proliferation of medical technology

and testing, new pharmacological

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

insurance coverage.

In addition, the physician market continues to benefit from the

shift of procedures and

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

physicians’ offices.

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

population is expected to grow by approximately 10%.

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

by approximately 17%.

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

approximately 4%

between 2026 and 2036

and approximately 6% between 2026 and 2046.

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

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

and elder-care

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services.

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

17 million.

The population aged

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

the same period.

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

continue to increase in the

United States.

believe that demand for our products and services will grow while

continuing to be impacted by

current and future operating, economic and industry conditions.

The Centers for Medicare and Medicaid Services,

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

total national health care spending reached

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

for

annual production of goods and services in the United States.

Health care spending is projected to reach

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

believe similar demographic changes are also occurring in other

markets we serve outside the U.S.

Government

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

exportation, marketing, sale and/or

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

and in this regard, we are subject to

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

including as applicable to our

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

manufacturing activities; and

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

medical equipment and supplies

directly to patients.

Federal, state and certain foreign governments have also increased

enforcement activity in the

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

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

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

including orthopaedic,

software

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

directly to patients, that are paid for by

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

and complex coding,

billing and record-keeping requirements in order to substantiate claims

for payment under federal, state and

commercial/private health care reimbursement programs.

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

care, and there have

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

unsuccessful, to

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

as amended by the Health Care

and Education Reconciliation Act, each enacted in March 2010.

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

local and foreign laws and regulations,

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

and disposal of hazardous or

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

polyfluoroalkyl substances; warnings related

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

supply chain

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

conditions.

In addition,

activities to control medical costs, including laws and regulations lowering

reimbursement rates for

pharmaceuticals, medical devices, medical supplies and/or medical

treatments or services, are ongoing.

Laws and

regulations are subject to change and their evolving implementation may impact

our operations and financial

performance.

Certain of our businesses also maintain contracts with governmental agencies

and are subject to certain regulatory

requirements specific to government contractors.

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

impact our financial performance,

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

adverse effect on our businesses.

A few

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

●

Effective February 2, 2026, the FDA’s

Quality Management System Regulation (QMSR) harmonizes

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

for quality management

systems.

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

inspection framework under Compliance Program 7382.850,

Inspection of Medical Device Manufacturers,

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

oversight, and CAPA performance.

●

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

adopted their joint

negotiating position on the European Commission’s November 2025 proposed

Digital Omnibus on AI

Regulation

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

agree on a final version of the text.

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

implementation timeline running until full applicability in August 2026.

●

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

on Combating Corruption,

which establishes a harmonized, criminal law framework to prevent and

combat corruption, such as bribery

in the public and private sectors, across the EU.

The Directive will enter into force on the twentieth day

following its publication in the

Official Journal of the European Union.

Member States must transpose the

Directive into local laws, regulations and administrative provisions within

two (2) years (with limited

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

structures.

●

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

Directive, amended Directives

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

the sustainability reporting

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

on or after January 1, 2026.

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

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

2027) and the date of application of the transposed provisions depending

on the type of companies subject

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

●

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

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

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

framework, with a

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

use and secondary use of this

data.

This could potentially affect Henry Schein or its customers.

●

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

such tariffs remain subject

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

including a recent

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

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

U.S.

These

developments, and anticipated future developments, have created a

volatile environment for global trade,

and new trade policies with individual countries.

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

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

that may apply, and

their timing.

●

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

signed into law on July 4, 2025, includes

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

Medicaid enrollees, as

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

in potentially adverse impacts

on utilization of services and coverage of products.

The OBBBA also includes changes to corporate tax

rates, limitations on certain deductions and modifications to international

tax provisions.

A more detailed discussion of laws, regulations and governmental activity

is included in Management’s Discussion

and Analysis of Financial Condition and Results of Operations, contained

in our Annual Report on Form 10-K for

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

24, 2026.

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Results of Operations

The following tables summarize the significant components of our operating

results and cash flows for the three

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

Three Months Ended

March 28,

March 29,

2026

2025

Operating results:

Net sales

3,368

3,168

Cost of sales

2,298

2,168

Gross profit

1,070

1,000

Operating expenses:

Selling, general and administrative

809

738

Depreciation and amortization

Restructuring and related costs

Operating income

182

175

Other expense, net

(32)

(30)

Income taxes

(38)

(35)

Net income

112

113

Net income attributable to Henry Schein, Inc.

107

110

Three Months Ended

March 28,

March 29,

2026

2025

Cash flows:

Net cash provided by (used in) operating activities

(97)

Net cash used in investing activities

(63)

(99)

Net cash provided by financing activities

120

Plan of Restructuring and Related Costs

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

Plan”) to integrate our acquisitions, right-size

operations and further increase efficiencies.

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

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

restructuring and related charges

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

The restructuring and related costs for

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

costs to exit facilities and other exit costs.

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

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

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

2024 Plan, we recorded a loss of $2 million

related to the disposal of businesses in the Global Specialty Products

segment.

This amount is included in the $12

million of restructuring and related charges discussed above.

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

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

Expense, Net; and Income Taxes are

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

Our reportable segments are determined based on how our Chief Executive

Officer manages the business, assesses

performance and allocates resources.

We have three reportable segments:

(i) Global Distribution and Value-Added

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

Net Sales

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

as follows:

March 28,

% of

March 29,

% of

Increase / (Decrease)

2026

Total

2025

Total

Global Distribution and Value

-Added Services

Global Dental Merchandise

(1)

1,292

38.4

1,185

37.4

107

9.0

Global Dental Equipment

(2)

417

12.4

384

12.1

8.6

Global Value

-Added Services

(3)

1.7

10.6

Global Dental

1,766

52.5

1,621

51.2

145

9.0

Global Medical

(4)

1,073

31.8

1,055

33.3

1.7

Total Global Distribution and Value

-Added Services

2,839

84.3

2,676

84.5

163

6.1

Global Specialty Products

(5)

397

11.8

367

11.6

8.1

Global Technology

(6)

173

5.1

162

5.1

7.0

Eliminations

(41)

(1.2)

(37)

(1.2)

(4)

n/a

Total

3,368

100.0

3,168

100.0

200

6.3

(1)

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

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

(2)

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

services and high-tech and digital restoration equipment.

(3)

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

(4)

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

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

(5)

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

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

(6)

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

for health care providers.

The components of our sales growth were as follows:

Constant Currency

Growth/(Decline)

Total Constant

Currency Growth

Foreign

Exchange

Impact

Total Sales

Growth

Local Internal

Growth

Acquisition

Growth/

(Decline)

Global Distribution and Value

-Added Services

Global Dental Merchandise

3.0

1.2

4.2

4.8

9.0

Global Dental Equipment

3.5

5.1

8.6

Global Value

-Added Services

7.8

1.2

9.0

1.6

10.6

Global Dental

3.2

1.0

4.2

4.8

9.0

Global Medical

1.3

0.1

1.4

0.3

1.7

Total Global Distribution and Value

-Added Services

2.5

0.6

3.1

3.0

6.1

Global Specialty Products

1.7

3.4

4.7

8.1

Global Technology

6.9

(1.3)

5.6

1.4

7.0

Total

2.5

0.7

3.2

3.1

6.3

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Global Sales

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

attributable to internal growth of 2.5%,

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

The components of our sales increase are

presented in the table above.

Global Distribution and Value-Added Services Sales

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

6.1%.

The components of our sales increase are presented in

the table above.

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

primarily due to sales growth in U.S.,

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

markets, and value-added services sales

attributable to increased sales in our practice transitions business.

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

attributable to growth of our Home

Solutions business and dialysis products,

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

respiratory illness.

Global Specialty Products Sales

Global Specialty Products net sales for the three months ended March

28, 2026 increased 8.1%.

The components

of our sales increase are presented in the table above.

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

to growth in our value implant and

biomaterial businesses.

Global Technology Sales

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

The components of sales

growth are presented in the table above.

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

the adoption of our core practice management solutions, particularly

our cloud-based platforms.

Gross Profit

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

March 28,

Gross

March 29,

Gross

Increase / (Decrease)

2026

Margin %

2025

Margin %

Global Distribution and Value

-Added Services

732

25.8

681

25.4

7.6

Global Specialty Products

220

55.3

206

56.0

6.7

Global Technology

119

68.6

110

67.9

8.2

Corporate

(1)

n/a

(4)

n/a

Total

1,070

31.8

1,000

31.6

7.1

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

differing industry practices in

the classification of distribution network costs.

Gross margin percentages also vary across our segments, reflecting

differences in business models.

The Global Specialty Products segment generates

higher gross margins, as it

primarily includes products we develop and manufacture, compared

to the Global Distribution and Value-Added

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

products.

While the Global

Specialty Products segment has increasingly leveraged the Global

Distribution and Value-Added Services segment

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

The Global Technology segment also

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

software products and

services.

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Within our Global Distribution and Value

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

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

With respect to customer mix, sales to our

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

higher sales volumes, while

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

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

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

as described

above.

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

of higher gross margins in the

Global Distribution and Value-added Services and Global Technology

businesses as well as favorable business

mix.

The increase in Global Specialty Products gross profit primarily reflects

increased internally generated sales

volume and gross profit from acquisitions.

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

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

The

increase in gross margin rates was due to product mix.

Operating Expenses

Operating expenses (consisting of selling, general and administrative

expenses; depreciation and amortization; and

restructuring and related costs) by segment were as follows:

% of

March 28,

Respective

March 29,

Respective

Increase / (Decrease)

2026

Sales

2025

Sales

Global Distribution and Value

-Added Services

549

19.4

514

19.2

7.0

Global Specialty Products

162

40.7

150

40.7

8.2

Global Technology

41.8

42.1

6.4

Corporate

n/a

(5)

n/a

817

24.3

770

24.3

6.1

Adjustments

(1)

n/a

Total operating expenses

888

26.4

825

26.0

7.8

(1)

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

These

items may vary independently of business performance.

Please see

Note 4 – Segment Data

These adjustments (current quarter vs. prior

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

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

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

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

million),

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

($13 million vs. $8 million).

The net increase in operating expenses was

attributable to the following:

Operating Costs

(excluding

acquisitions)

Acquisitions

Adjustments

Total

Global Distribution and Value

-Added Services

Global Specialty Products

Global Technology

Corporate

(5)

Adjustments

Total operating expenses

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

in the table above.

The increase in

operating costs (excluding acquisitions) during the three months ended

March 28, 2026 was primarily attributable

to unfavorable impact of foreign exchange rates.

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

costs were favorably impacted by the remeasurement to the fair value

of a previously held equity investment of $11

million within our Global Specialty Products segment.

During the three months ended March 29, 2025, our

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

related to the October 2023 cyber

incident included in the Adjustments category.

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Other Expense, Net

Other expense, net was as follows:

March 28,

March 29,

Variance

2026

2025

Interest income

21.8

Interest expense

(39)

(35)

(4)

(12.6)

Other, net

(1)

n/a

Other expense, net

(32)

(30)

(2)

(8.0)

Interest income increased primarily due to increased interest rates.

Interest expense increased primarily due to

increased borrowings.

Income Taxes

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

to 24.9% for the prior year

period.

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

and foreign

income taxes and interest expense.

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Liquidity and Capital Resources

Our principal capital requirements have included funding of acquisitions, purchases

of additional noncontrolling

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

purchases of fixed assets and

repurchases of common stock.

Working capital requirements generally result from increased sales, special

inventory forward buy-in opportunities and payment terms for receivables

and payables.

Historically, sales have

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

forward buy-in opportunities have

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

to be higher

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

the following year.

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

placements.

Please see

Note 7 – Debt

for further information.

Our ability to generate sufficient cash flows from

operations is dependent on the continued demand of our customers

for our products and services, and access to

products and services from our suppliers.

Our business requires a substantial investment in working capital, which

is susceptible to fluctuations during the

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

Inventory purchase activity is a function of

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

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

Funding requirements are based on

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

change.

Consequently, we may change

our funding structure to reflect any new requirements.

Our acquisition strategy is focused on investments in companies,

including high growth high margin businesses

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

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

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

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

and our available funds under existing credit facilities provide us with

sufficient liquidity to meet our currently

foreseeable short-term and long-term capital needs.

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

ended March 28, 2026, compared to net

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

The net change of $134 million was

primarily attributable to changes in working capital accounts (primarily

accounts receivable, inventory, and

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

income.

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

ended March 28, 2026, compared to net

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

The net change of $36 million was primarily

attributable to lower acquisition activity.

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

three months ended March 28, 2026, compared

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

year.

The net change of $31 million was

primarily due to a reduction in acquisitions of noncontrolling interests

in subsidiaries, and decreased repurchases of

common stock, partially offset by decreased net borrowings.

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The following table summarizes selected measures of liquidity and capital

resources:

March 28,

December 27,

2026

2025

Cash and cash equivalents

138

156

Working

capital

(1)

1,199

1,236

Debt:

Bank credit lines

1,046

764

Current maturities of long-term debt

Long-term debt

2,327

2,310

Total debt

3,408

3,107

Leases:

Current operating lease liabilities

Non-current operating lease liabilities

263

251

(1)

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

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

Our cash and cash equivalents consist of bank balances and investments

in money market funds representing

overnight investments with a high degree of liquidity.

Accounts receivable days sales outstanding and inventory turns

Our accounts receivable days sales outstanding from operations

increased to 45.7 days as of March 28, 2026 from

44.1 days as of March 29, 2025.

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

off approximately $5

million of fully reserved accounts receivable against our trade receivable

reserve.

Our inventory turns from

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

Our working capital accounts

may be impacted by current and future economic conditions.

Leases

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

facilities, vehicles

and certain equipment.

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

22 years, some of

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

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

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

operating lease liabilities were $78

million and $263 million, respectively.

Stock Repurchases

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

of up to an additional $500 million in shares

of our common stock.

On May 19, 2025, we executed an accelerated share repurchase program

to repurchase a total of $250 million of

our outstanding common stock based on volume-weighted average

prices.

In May 2025, we received 3,122,832

shares at an estimated fair value of $224

million.

In July 2025, we received an additional 368,651 shares at an

estimated fair value of $26 million, representing the final amount of shares

to be received under this accelerated

share repurchase program.

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

up to an additional $750 million in

shares of our common stock.

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

109,486,614 shares,

under our

common stock repurchase programs, with $655 million available

as of March 28, 2026 for future share repurchases.

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Redeemable Noncontrolling Interests

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

at certain times, to require us to acquire

their ownership interest in those entities at fair value.

Accounting Standards Codification Topic 480-10 is

applicable for noncontrolling interests where we are or may be required

to purchase all or a portion of the

outstanding interest in a consolidated subsidiary from the noncontrolling

interest holder under the terms of a put

option contained in contractual agreements.

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

for

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

respectively.

Please see

Note 12 –

Redeemable Noncontrolling Interests

for further information.

Critical Accounting Estimates

There have been no material changes in our critical accounting estimates

from those disclosed in Item 7 of our

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

Accounting Standards Update

For a discussion of accounting standards updates that have been adopted

or will be adopted, see

Note 2 - Significant

Accounting Policies, Accounting Pronouncements Recently Adopted and Recently Issued Accounting

Pronouncements

of the Notes to the Condensed Consolidated Financial Statements

included under Item 1.

ITEM 3.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

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

from that disclosed in Item 7A of our Annual

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

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ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including

our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this quarterly report

as such term is defined in Rules 13a-15(e)

and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

Based

on this evaluation, our management, including our principal executive

officer and principal financial officer,

concluded that our disclosure controls and procedures were effective as of March

28, 2026, to ensure that all

material information required to be disclosed by us in reports that we file

or submit under the Exchange Act is

accumulated and communicated to them as appropriate to allow timely

decisions regarding required disclosure and

that all such information is recorded, processed, summarized and reported

within the time periods specified in the

SEC’s rules and forms, and the rules of the Nasdaq stock exchange.

Changes in Internal Control over Financial Reporting

The combination of acquisitions, continued acquisition integrations and system

implementation activity undertaken

during the quarter ended March 28, 2026, and carried over from prior quarters,

when considered in the aggregate,

represents a material change in our internal control over financial reporting.

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

of a controlling interest of a Global

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

U.S.

Also, post-acquisition integration related activities continued for businesses

acquired during prior quarters

within our Global Specialty Products segment.

These acquisitions, the majority of which utilize separate

information and financial accounting systems, have been included

in our condensed consolidated financial

statements since their respective dates of acquisition.

Additionally, during the quarter ended March 28, 2026, we continued systems implementation activities for the

phased roll-out of a new e-commerce system for our Global Distribution

and Value

-Added Services segment in the

U.S. and Canada.

All acquisitions, continued acquisition integrations, and system implementation

activities involve necessary and

appropriate change-management controls that are considered in our quarterly

assessment of the design and

operating effectiveness of our internal control over financial reporting.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

that the objectives of the internal control system are met.

Because of the inherent limitations of any internal control

system, no evaluation of controls can provide absolute assurance that

all control issues, if any, within a company

have been detected.

Table of Contents

PART

II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For a discussion of Legal Proceedings, see

Note 10 – Legal Proceedings

of the Notes to the Condensed

Consolidated Financial Statements included under Item 1.

ITEM 1A. RISK FACTORS

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

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

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

Our share repurchase program, announced on March 3, 2003, originally

allowed us to repurchase up to two million

shares pre-stock splits (eight million shares post-stock splits) of our common

stock, which represented

approximately 2.3% of the shares outstanding at the commencement

of the program.

Subsequent additional

increases since 2003 that have aggregated to an additional $6.7 billion,

authorized by our Board, to the repurchase

program provide for a total of $6.8 billion (including $500 million authorized on

January 27, 2025 and an

additional $750 million authorized on September 8, 2025) of shares of our common

stock to be repurchased under

this program,

with $655 million currently available for future share repurchases.

On May 19, 2025, we executed an accelerated share repurchase program to

repurchase a total of $250 million of

our outstanding common stock based on volume-weighted average prices.

In May 2025 we received 3,122,832

shares at an estimated fair value of $224 million.

In July 2025, we received an additional 368,651 shares at an

estimated fair value of $26 million, representing the final amount of shares

to be received under this accelerated

share repurchase program.

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

common stock (109,486,614)

under these initiatives,

with $655 million available for future share repurchases.

The following table summarizes repurchases of our common stock

under our stock repurchase program during the

fiscal quarter ended March 28, 2026:

Total Number

Maximum Number

Total

of Shares

Number

Average

Purchased as Part

that May Yet

of Shares

Price Paid

of Our Publicly

Be Purchased Under

Fiscal Month

Purchased (1)

Per Share

Announced Program

Our Program (2)

12/28/2025 through 1/31/2026

720,444

77.25

720,444

9,595,535

2/1/2026 through 2/28/2026

565,846

78.37

565,846

8,252,525

3/1/2026 through 3/28/2026

323,696

77.23

323,696

9,083,576

1,609,986

(1)

All repurchases were executed in the open market under our existing publicly announced authorized program.

(2)

The maximum number of shares that may yet be purchased under this program is determined at the end of each month based on the

closing price of our common stock at that time.

This table excludes shares withheld from employees to satisfy minimum tax withholding

requirements for equity-based transactions.

Table of Contents

ITEM 6.

EXHIBITS

31.1

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

31.2

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

32.1

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

99.1

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

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

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

99.2

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

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

(Frederick M. Lowery).**+

99.3

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

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

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

(Stanley M. Bergman).**+

101.INS

Inline XBRL Instance Document - the instance document does not appear

in the

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

XBRL document+

101.SCH

Inline XBRL Taxonomy Extension Schema Document+

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document+

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document+

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document+

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document+

104

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

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

Exhibit 101 attachments).+

_________

Filed or furnished herewith.

** Indicates management contract or compensatory plan or agreement.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the

Registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

Henry Schein, Inc.

(Registrant)

By: /s/ RONALD N. SOUTH

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal Financial

and Accounting Officer)

Dated: May 5, 2026

HTML

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THESECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Frederick M. Lowery, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Henry Schein,<br>Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a<br>material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be<br>designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is<br>being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting<br>principles;
---	---
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this<br>report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that<br>occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s<br>internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of<br>internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in<br>the registrant’s internal control over financial reporting.
---	---
Date: May 5, 2026	/s/ Frederick M. Lowery
---	---
	Frederick M. Lowery
	Chief Executive Officer

HTML

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF THESECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Ronald N. South, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Henry Schein, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a<br>material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---
3. Based on my knowledge, the financial statements, and other financial<br>information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---
4. The registrant’s other certifying officer and I are responsible<br>for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br>reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---
(a) Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly<br>during the period in which this report is being prepared;
---
(b) Designed such internal control over financial reporting, or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in<br>accordance with generally accepted accounting principles;
---
(c) Evaluated the effectiveness of the registrant’s<br>disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---
(d) Disclosed in this report any change in the registrant’s<br>internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to<br>materially affect, the registrant’s internal control over financial reporting; and
---
5. The registrant’s other certifying officer and I have disclosed,<br>based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---
(a) All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---
(b) Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the registrant’s internal control over financial reporting.
---
Date: May 5, 2026	/s/ Ronald N. South
---	---
	Ronald N. South
	Senior Vice President and
	Chief Financial Officer

HTML

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Henry Schein, Inc. (the “Company”) for the period ending March 28, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick M. Lowery, the Chief Executive Officer of the Company, and I, Ronald N. South, Senior Vice President and Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Frederick M. Lowery
Dated: May 5, 2026	Frederick M. Lowery<br> <br>Chief Executive<br>Officer
Dated: May 5, 2026	/s/ Ronald N. South
	Ronald N. South<br> <br>Senior Vice President and<br><br><br>Chief Financial Officer

This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

HTML

Exhibit 99.1

FORM OF

RESTRICTEDSTOCK UNIT AGREEMENT

PURSUANT TO THE

HENRY SCHEIN, INC. 2024 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 21, 2024)

THIS AGREEMENT (the “Agreement”) is made as of [Grant Date] (the “Grant Date”), by and between Henry Schein, Inc. (the “Company”) and [Participant Name] (the “Participant”). Additional country-specific and state-specific terms and conditions that govern the grant made hereunder are attached hereto on Annex 1, which terms and conditions are incorporated by reference herein and made a part of the Agreement.

W I T N E S SE T H:

WHEREAS, the Company has adopted the Henry Schein, Inc. 2024 Stock Incentive Plan (as amended and restated effective as of May 21, 2024), as amended from time to time (the “Plan”) (a copy of which is on file with the Company’s Corporate Human Resources Department and is available for the Participant to review upon request at reasonable intervals as determined by the Company), which is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”);

WHEREAS, pursuant to Section 9(d) of the Plan, the Committee may grant Restricted Stock Units to Key Employees under the Plan;

WHEREAS, the shares of the Company’s common stock are traded on the Nasdaq Stock Market under the symbol “HSIC”; and

WHEREAS, the Participant is a Key Employee of the Company or a Subsidiary.

NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Grant of Restricted Stock Units.

Subject to the restrictions and other conditions set forth herein, in the Plan and Annex 1, the Committee has authorized this grant of [Shares Granted] Restricted Stock Units to the Participant on the Grant Date.

2. Vesting and Payment.

(a) Vesting Schedule. Except as set forth in Sections 2(c) and 2(d), one-fourth (1/4) of the Restricted Stock Units granted hereunder shall automatically and immediately vest on each of the first, second, third and fourth anniversaries of the Grant Date (each a “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to **** the applicable Scheduled Payment Date.

(b) No Proportionate or PartialVesting. Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the applicable Scheduled Payment Date and all vesting shall occur only on the applicable Scheduled Payment Date; provided that no Termination of Employment has occurred prior to the applicable Scheduled Payment Date.

(c) Retirement. The unvested Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of unvested Restricted Stock Units, the numerator of which is the number of days from the Grant Date to the date of the Participant’s Retirement, and the denominator of which is the number of days from the Grant Date to the fourth anniversary of the Grant Date.

Form 2

3/2026

(d) Change in Control Termination, Disability and Death. The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, “Cause” shall have the meaning set forth in Section 7(b) of the Plan, but shall also include any breach by the Participant of any agreement with the Company or any of its Subsidiaries. For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.

(e) Payment. The Participant shall be entitled to receive one share of Common Stock with respect to one vested Restricted Stock Unit. The Participant shall be paid one share of Common Stock with respect to each vested Restricted Stock Unit within thirty (30) days of the applicable Scheduled Payment Date; except that, in the event of (i) Retirement, (ii) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (iii) death or (iv) Disability, the Participant shall be paid within thirty (30) days of such Retirement, Termination of Employment, death or Disability, subject to Section 18 set forth in Annex 1 to the extent applicable, including with respect to a Participant who qualifies for Retirement at any time following the Grant Date.

3. Forfeiture and Recoupment.

(a) Forfeiture on Termination. Subject to Section 2 above, all unvested Restricted Stock Units will be forfeited on the Participant’s Termination of Employment.

(b) Forfeiture due to Cause Conduct. Notwithstanding anything herein or in the Plan to the contrary, in the event that the Participant engages in conduct that could reasonably be expected to constitute Cause, as defined in Section 2(d) above (regardless of whether the Participant had a Termination of Employment), as determined by the Company in its sole discretion, at any time on or after the Grant Date and prior to the applicable settlement date set forth in Section 2 above (such applicable settlement date, the “Payment Date”) the Committee shall have the right, in its sole discretion, to cause the immediate forfeiture of all the Restricted Stock Units (including any dividends credited thereupon) (whether or not vested) in their entirety, in which case the Participant shall have no further rights or interests with respect to such Restricted Stock Units (including any such dividends).

(c) Forfeiture FollowingCompetitive Activity. Notwithstanding anything herein or in the Plan to the contrary, the grant of Restricted Stock Units (including any dividends credited thereupon) provided for under this Agreement is conditioned on the Participant not engaging in any Competitive Activity (as defined below) from the date that is twelve (12) months prior to the Payment Date through the first anniversary of such Payment Date. If, on or after the date that is twelve (12) months prior to the Payment Date but prior to the Payment Date, the Participant engages in a Competitive Activity, the Committee shall have the right, in its sole discretion, to cause the immediate forfeiture of all of the Restricted Stock Units (including any dividends credited thereupon) (whether or not vested) in their entirety, in which case the Participant shall have no further rights or interests with respect to such Restricted Stock Units (including any such dividends).

(d) Recoupment Following Cause Conduct or Competitive Activity After Payment Date. In the event that (i) the Participant engages in conduct described under Section 3(b) on or after the Payment Date, but on or prior to the first anniversary of such Payment Date or (ii) the Participant engages in a Competitive Activity on or after the Payment Date but on or prior to the first anniversary of such Payment Date, in each case, the Company shall have the right to recoup, in its sole discretion, from the Participant, and the Participant shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate shares of Common Stock payable in respect of such Restricted Stock Units (including any dividends credited thereupon) on the Payment Date (including any dividends or other distributions thereafter paid thereon); provided, that, the Company may require the Participant to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such shares of Common Stock, Restricted Stock Units, dividends or any other shares of Common Stock, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. The Company and its Subsidiaries, in their sole discretion, shall have the right to set off (or cause to be set off) any amounts otherwise due to the Participant from the Company (or the applicable Subsidiary) in satisfaction of such repayment obligation, provided that any such amounts are exempt from, or set off in a manner intended to comply with, the requirements of any applicable law (including, without limitation, Section 409A of the Code).

(e) Participant Acknowledgement of Reasonableness. The Participant hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Section 3, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Participant also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s issuance of the Restricted Stock Units (including any dividends credited thereupon) that such Participant agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the Restricted Stock Units, any dividends credited thereupon, or otherwise.

(f) Definition of Competitive Activity. For purposes of this Agreement, the Participant will be deemed to engage in a “Competitive Activity” if, either directly or indirectly, without the express prior written consent of the Company, the Participant (i) takes other employment with, renders services to, or otherwise engages in any business activities with, companies or other entities that are competitors of the Company or any of its affiliates, (ii) solicits or induces, or in any manner attempts to solicit or induce, any person employed by or otherwise providing services to the Company or any of its affiliates, to terminate such person’s employment or service relationship, as the case may be, with the Company or any of its affiliates, (iii) diverts, or attempts to divert, any person or entity from doing business with the Company or any of its affiliates or induces, or attempts to induce, any such person or entity from ceasing to be a customer or other business partner of the Company or any of its affiliates, (iv) violates any agreement between the Participant and the Company or any of its affiliates relating to the non-disclosure of proprietary or confidential information of the Company or any of its affiliates, and/or (v) conducts himself or herself in a manner adversely affecting the Company or any of its affiliates, including, without limitation, making false, misleading or negative statements, either orally or in writing, about the Company or any of its affiliates. The determination as to whether the Participant has engaged in a Competitive Activity shall be made (A) if the Participant is an executive officer of the Company, by the Committee in its sole discretion or (B) if the Participant is not an executive officer of the Company, by the Company in its sole discretion.

(g) ProtectedRights. Nothing in this Agreement shall be construed (i) to prohibit or is intended to restrict or impede the Participant from discussing the terms and conditions of the Participant’s employment with coworkers or exercising protected rights under Section 7 of the National Labor Relations Act or (ii) to prohibit the Participant from reporting possible violations of federal or state law or making other disclosures that are protected under whistleblower or other provisions of any applicable federal or state law or regulations; further, nothing herein prevents the Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that a Participant has reason to believe is unlawful. In addition, the Participant is hereby advised as follows pursuant to the Defend Trade Secrets Act: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (I) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (II) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

(h) Clawback Policies. This Section 3(h) applies solely with respect to Participants who are members of the Company’s Executive Management Committee. Notwithstanding anything herein to the contrary, to the extent applicable to the Participant, by accepting the Restricted Stock Units granted under this Agreement, the Participant agrees and acknowledges that the Restricted Stock Units awarded under this Agreement (including the underlying shares) (whether or not vested) shall be subject to, and the Participant agrees to abide by, the terms and conditions of (i) the Company’s Incentive Compensation Recoupment Policy, (ii) the Company’s Dodd-Frank Clawback Policy and (iii) any other clawback and/or recoupment policy approved by the Board (or any committee thereof) from time to time, in each case, as amended from time to time and to the extent set forth in each applicable policy. To the extent that the Participant is subject to the terms and conditions of any of the foregoing Company clawback policies, the Participant shall have signed or shall sign each applicable clawback policy acknowledgement provided by the Company either in connection with the execution of this Agreement or prior to the Participant’s execution of this Agreement; provided, that the Participant’s failure to sign such acknowledgement shall have no impact on the applicability or enforceability of such Company clawback policy.

4. Dividend Equivalents. Cash dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to a Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and will be held uninvested and without interest and paid in cash if and when the Restricted Stock Unit vests. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to a Participant, provided that the Participant shall not be entitled to such dividend unless and until the Restricted Stock Unit vests.

5. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares covered by any Restricted Stock Unit unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in this Agreement or the Plan.

6. Withholding. The Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time (“Tax-Related Items”). In the absence of such arrangements, the Company or one of its Subsidiaries shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, by delivery of shares of Common Stock (including shares issuable under this Agreement).

7. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. Capitalized terms in this Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan. Subject to Section 3, if and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.

8. Amendment. To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with any applicable laws and stock exchange rules and regulations (including, without limitation, Section 409A of the Code and the regulations thereunder) and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

9. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States mail or similar foreign mail or post, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

Attention: General Counsel

If to the Participant, to the address on file with the Company.

10. No Obligation to Continue Employment or Services. This Agreement is not an agreement of employment, consultancy or directorship. This Agreement does not guarantee that the Company or its Subsidiaries will employ or retain, or continue to employ or retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which any Restricted Stock Unit is outstanding, nor does it modify in any respect the Company or its Subsidiaries’ right to terminate or modify the Participant’s employment, service relationship or compensation.

11. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of Common Stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares of Common Stock acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section.

12. Securities Representations. The grant of the Restricted Stock Units and issuance of shares of Common Stock upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No shares of Common Stock may be issued hereunder if the issuance of such shares of Common Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the shares of Common Stock may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

The shares of Common Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a) He or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this connection the Company is relying in part on his or her representations set forth in this section.

(b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the shares of Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock and the Company is under no obligation to register the shares of Common Stock (or to file a “re-offer prospectus”).

(c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the shares of Common Stock may be made only in limited amounts in accordance with such terms and conditions.

13. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission and processing by the Company (or any Subsidiary) of any personal data information related to Restricted Stock Units awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection laws than the data protection laws provided by the Participant’s home country. This authorization/consent is freely given by the Participant.

14. Delivery Delay. The delivery of any certificate representing the Common Stock may be postponed by the Company for such period as may be required for it to comply with any applicable foreign, federal, state or provincial securities law, or any national securities exchange listing requirements and the Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of such shares of Common Stock shall constitute a violation by the Participant or the Company of any provisions of any applicable foreign, federal, state or provincial law or of any regulations of any governmental authority or any national securities exchange. The Participant acknowledges and understands that the Company intends to meet its delivery obligations in Common Stock with respect to Restricted Stock Units, except as may be prohibited by law or described in this Agreement, the Plan or supplementary materials.

15. Miscellaneous.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(a) Governing Law. This Agreement shall be governed and construed in accordance with the laws of New York (regardless of the law that might otherwise govern under applicable New York principles of conflict of laws).

(b) Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

(c) Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(d) JointVenture/Partnership. This Agreement and the Plan do not create a joint venture or partnership between the Company and any Subsidiary.

(e) Notwithstanding any provisions in this Agreement, this grant of Restricted Stock Units shall be subject to any additional country-specific and state-specific terms and conditions set forth in Annex 1 to the Agreement for the Participant’s country or state to the extent applicable. Moreover, if the Participant relocates to one of the countries included in Annex 1, the additional country-specific terms and conditions for such country or the additional state-specific terms and conditions for such state, if any, will apply to the Participant to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

16. ACQUIRED RIGHTS. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED STOCK UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE RESTRICTED STOCK UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

HENRY SCHEIN, INC.
Michael S. Ettinger
Executive Vice President, Chief Operating Officer
PARTICIPANT
[Electronic Signature]
[Participant Name]

[Acceptance Date]

ANNEX 1

Additional Country Specific Terms and Conditions

for the Restricted Stock Unit Agreement

Capitalized terms, unless explicitly defined in this Annex 1, shall have the meanings given to them in the Agreement or in the Plan. ****

For purposes of this Annex 1, “Employer” means the entity (the Company or Subsidiary) that employs the Participant.

Terms and Conditions

This Annex 1 includes special terms and conditions applicable to the Participant if the Participant resides in one of the countries listed below. These terms and conditions are in addition to or, if so indicated, in place of, the terms and conditions set forth in the Agreement. If the Participant is a citizen or resident (or is considered as such for local law purposes) of a country other than the country in which the Participant is currently residing and/or working, or if the Participant transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine to what extent the special terms and conditions contained herein shall be applicable to the Participant.

Notifications

This Annex 1 also includes country-specific information of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the exchange control, foreign asset/account reporting and other laws in effect in the respective countries as of December 2024. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant does not rely on the information noted herein as the only source of information relating to the consequences of his/her participation in the Plan because the information may be out of date at the time that the Participant vests in the Restricted Stock Units or sells the shares of Common Stock acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to his/her individual situation.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant should consult with his/her own personal tax, legal and financial advisors regarding his/her participation in the Plan before taking any action related to the Plan.

Finally, if the Participant is a citizen or resident (or is considered as such for local tax purposes) of a country other than the one in which the Participant is currently residing and/or working, or if the Participant transfers employment and/or residency after the Grant Date, the information contained herein may not be applicable to the Participant in the same manner.

UNITED STATES

The second to last sentence of Section 2(d) of Agreement is hereby deleted in its entirety and replaced with the following:

“For the purposes of this Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in Section 17).”

As of the Grant Date, if the Participant either (i) qualifies for Retirement (as defined in Section 2(c) of the Agreement) or (ii) may become eligible to qualify for Retirement prior to the applicable Scheduled Payment Date, Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Dividend Equivalents. Cash dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in Shares and will be held uninvested and without interest. The Participant’s right to receive any such cash dividends shall vest if and when the related Restricted Stock Unit vests, and such cash dividends shall be paid in cash to the Participant if and when the related Restricted Stock Unit is paid to the Participant. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to the Participant. The Participant’s right to receive any such stock dividends shall vest if and when the related Restricted Stock Unit vests, and such stock dividends shall be paid in stock to the Participant if and when the related Restricted Stock Unit is paid to the Participant.”

The following shall be added to the Agreement as a new Section 17:

“Change of Control Defined. **** For purposes of this Agreement, a “Section 409A Change of Control” shall be deemed to have occurred upon:

(i) an acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of (A) 50% or more of the then outstanding Shares or (B) 33% or more of the total combined voting power of the then outstanding voting securities of HSI entitled to vote generally in the election of directors (the “Outstanding HSI Voting Securities”); excluding, however, the following: (w) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (x) any acquisition by the Company, (y) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or (z) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar corporate transaction (in each case, a “Corporate Transaction”), if, pursuant to such Corporate Transaction, the conditions described in clauses (A), (B) and (C) of paragraph (iii) below are satisfied; or

(ii) within any 12-month period beginning on or after the date of the Agreement, the individuals who constitute the Board immediately before the beginning of such period (the Board as of the date hereof shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that for purposes of this Subsection any individual who becomes a member of the Board subsequent to the date hereof whose election, or nomination for election by HSI’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who are also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) the consummation of a Corporate Transaction or, if consummation of such Corporate Transaction is subject to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Shares and Outstanding HSI Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding HSI Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 33% or more of the outstanding Shares or Outstanding HSI Voting Securities, as the case may be, will beneficially own, directly or indirectly, 33% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) the sale or other disposition of all or substantially all of the assets of the Company; excluding, however, such sale or other disposition to a corporation with respect to which, following such sale or other disposition, (x) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Common Stock and Outstanding HSI Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the outstanding Common Stock and Outstanding HSI Voting Securities, as the case may be, (y) no Person (other than the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 33% or more of the outstanding Common Stock or Outstanding HSI Voting Securities, as the case may be) will beneficially own, directly or indirectly, 33% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of such corporation.

(v) No event set forth herein shall constitute a “Section 409A Change of Control” unless such event also qualifies as a “change in control event” for purposes of Treasury Regulation § 1.409A-3(i)(5). Accordingly, the definition of “Section 409A Change of Control” set forth herein shall be limited, construed and interpreted in accordance with Section 409A and the regulations issued thereunder.”

The following shall be added to the Agreement as a new Section 18:

“Section 409A. **** This Agreement is subject to Section 16(i) of the Plan, and any provisions in this Agreement providing for the payment of “nonqualified deferred compensation” (as defined in Section 409A of the Code and the Treasury regulations thereunder) to the Participant are intended to comply with, or be exempt from, the requirements of Section 409A of the Code, and this Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate or defer the timing of the payment of any such nonqualified deferred compensation, except in compliance with Section 409A of the Code and this Agreement, and no amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A of the Code and this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. A Termination of Employment or Retirement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code upon or following a Termination of Employment or Retirement, as applicable, unless such Termination of Employment or Retirement, as applicable, is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Participant is a “specified employee,” upon his or her “separation from service” (as defined under Section 409A of the Code under such definitions and procedures as established by the Company in accordance with Section 409A of the Code), any portion of a payment, settlement, or other distribution made upon such a “separation from service” that would cause the acceleration of, or an addition to, any taxes pursuant to Section 409A of the Code will not commence or be paid until a date that is six (6) months and one (1) day following the applicable “separation from service.” Any payments, settlements, or other distributions that are delayed pursuant to this Section 18 following the applicable “separation from service” shall be accumulated and paid to the Participant in a lump sum without interest on the first business day immediately following the required delay period. Any amounts payable hereunder that satisfy the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) shall not be subject to Section 409A of the Code. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the Company’s sole discretion.”

For California Participants only, the following shall be added to the Agreement as a new paragraph immediately following Section

3(d):

FOR CALIFORNIAPARTICIPANTS ONLY. With respect to any Participant who resides, or provides services, in California (a “California Participant”), Section 3(d) does not apply and, for purposes of this Agreement, a California Participant will be deemed to engage in a “Competitive Activity” if, either directly or indirectly, without the express prior written consent of the Company, the Participant (i) prior to a Termination of Employment, takes other employment with, renders services to, or otherwise engages in any business activities with, companies or other entities that are competitors of the Company or any of its affiliates, (ii) prior to a Termination of Employment, solicits or induces, or in any manner attempts to solicit or induce, any person employed by or otherwise providing services to the Company or any of its affiliates, to terminate such person’s employment or service relationship, as the case may be, with the Company or any of its affiliates, (iii) prior to a Termination of Employment, diverts, or attempts to divert, any person or entity from doing business with the Company or any of its affiliates or induces, or attempts to induce, any such person or entity from ceasing to be a customer or other business partner of the Company or any of its affiliates, (iv) violates any agreement between the Participant and the Company or any of its affiliates relating to the non-disclosure of proprietary or confidential information of the Company or any of its affiliates, and/or (v) makes false, misleading or negative statements, either orally or in writing, about the Company or any of its affiliates; provided however, with respect to subsections (iv) and (v), following a Termination of Employment, the Participant will not be limited from engaging in a lawful profession, trade, or business that is competitive with the Company or any of its affiliates or restrained from any activity that would be a violation of California Business and Professions Code § 16600. Any determination as to whether the Participant has failed to earn the Restricted Stock Units (and any payments made with respect thereto) or engaged in a Competitive Activity shall be made (A) if the Participant is an executive officer of the Company, by the Committee in its sole discretion or (B) if the Participant is not an executive officer of the Company, by the Company in its sole discretion.

With respect to any California Participant, notwithstanding the date of payment, and subject to Section 3, no Restricted Stock Unit (including any dividends credited thereupon and the underlying shares) shall be earned by any Participant prior to the first anniversary date of the Payment Date and satisfaction of the conditions under this Agreement.

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Exhibit 99.2

FORM OF

OPTIONAGREEMENT

PURSUANT TO THE

HENRY SCHEIN, INC. 2024 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 21, 2024)

THIS AGREEMENT (the “Agreement”) is made as of [Grant Date] (the “Grant Date”), by and between Henry Schein, Inc. (the “Company”) and [Participant Name] (the “Participant”). Additional country-specific terms and conditions that govern the grant made hereunder are attached hereto on Annex 1, which terms and conditions are incorporated by reference herein and made a part of the Agreement.

Preliminary Statement

The Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”), pursuant to the Henry Schein, Inc. 2024 Stock Incentive Plan (as amended and restated effective as of May 21, 2024) (a copy of which is on file with the Company’s Corporate Human Resources Department and is available for the Participant to review upon request at reasonable intervals as determined by the Company) (the “Plan”), has authorized the grant to the Participant, as a Key Employee of the Company or a Subsidiary, of a nonqualified stock option (the “Option”) to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share, set forth below. The parties hereto desire to enter into this Agreement in order to set forth the terms and conditions of the Option. Capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan.

Accordingly, the parties hereto agree as follows:

A. Tax Matters. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code.

B. Grant of Option. Subject in all respects to the Plan and the terms and conditions set forth herein, the Participant is hereby granted the Option to purchase from the Company up to [number] shares of Common Stock (the “Shares”), at a price per Share of $[option price] (the “Option Price”). Subject to the terms and conditions hereof, the Option may be exercised by the Participant, in whole or in part, at any time or from time to time during the period commencing on the applicable anniversary date (as provided in Section E below) and ending on the expiration of the Option as provided herein.

C. Restriction on Transfer. The Option granted hereby is not transferable otherwise than by will or under the applicable laws of descent and distribution and during the lifetime of the Participant may be exercised only by the Participant or his or her guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or otherwise), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, the Option shall immediately become null and void.

D. Term of Option. Unless terminated earlier as provided below or otherwise pursuant to the Plan, the Option shall expire on the tenth anniversary of the Grant Date.

E. Exercise of Option.

No part of the Option may be exercised unless and until it has become vested. One-fourth (1/4) of the Option granted hereunder shall automatically and immediately vest on each of the first, second, third and fourth anniversaries^^of the Grant Date, provided that, subject to Section F hereof, the Participant has not had a Termination of Employment at any time prior to the applicable anniversary date (except as otherwise set forth in an employment agreement between the Company and Participant (if applicable), the Company’s Executive Severance Plan (if applicable), or the Plan).
The Option may be exercised by the Participant by delivering notice to the Committee of the election to exercise the Option and of the number of Shares with respect to which the Option is being exercised, which notice shall be accompanied by payment in full for the Shares. Payment for such Shares may be made as follows:

(a) in cash or by certified check, bank draft or money order payable to the order of the Company;

(b) if so permitted by the Committee through the delivery of unencumbered Shares (including Shares acquired upon the Option then being exercised); or

As soon as practicable following receipt of payment and satisfaction of the requirements, if any, as to withholding of taxes set forth in the Plan, the Company shall cause to be issued in the name of the Participant the Shares then purchased (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).

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The exercise of the Option after Termination of Employment shall be subject to satisfaction of the conditions precedent that the Participant neither take other employment or render services to (a) companies that are competitors of the Company or any of its Subsidiaries, or (b) companies that are competitors of the Company or any of its Subsidiaries so that the Participant’s employment with such company could be prejudicial to the Company or any of its Subsidiaries or in conflict with the interests of the Company or any of its Subsidiaries, without the express prior written consent of the Company, nor conduct himself or herself in a manner adversely affecting the Company or any of its Subsidiaries, including but not limited to making false, misleading or negative statements, either orally or in writing, about the Company or any of its Subsidiaries. If the Participant exercises his or her Option and the Company determines that the Participant subsequently (within a year following Termination of Employment) engages in conduct which would have been subject to this provision had it taken place prior to exercise of the Option, then the Participant hereby agrees to immediately return to the Company any financial benefit he or she received from the Option upon request of the Company.
Upon a Change of Control, the Option shall immediately become vested, unless two-thirds of members of the Incumbent Board (as defined in the Plan) has approved the change of control provision, in which event, there shall be no accelerated vesting of the Option.

F. Termination of Employment.

1. Death or Disability. Subject to Section E hereof, upon Termination of Employment by reason of death or Disability, the Option shall become 100% vested and (to the extent then not exercised by the Participant prior to such Termination of Employment) shall remain exercisable by the Participant (or in the case of the Participant’s death, the Participant’s estate or the person given authority to exercise such Option by will or operation of law) for a period of one (1) year from the date of Termination of Employment.

Termination Without Cause Within Two Years Following a Change of Control. Subject to Section E hereof, upon Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control; provided that no Termination of Employment has occurred prior to such date, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary), the Option shall become 100% vested and (to the extent then not exercised by the Participant prior to such Termination of Employment) shall remain exercisable by the Participant for a period of three (3) months from the date of Termination of Employment. For purposes of this Agreement, “Cause” shall have the meaning set forth in Section 7(b) of the Plan, but shall also include any breach by the Participant of any agreement with the Company or any of its Subsidiaries. For purposes of this Agreement, a “Change of Control” shall mean the occurrence of a Change of Control (as defined in the Plan).
Retirement. Subject to Section E hereof, upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary), the Option shall remain outstanding and shall continue to vest and become exercisable following Retirement in accordance with Section E(1) hereof notwithstanding the Participant’s Retirement and (to the extent then not exercised by the Participant prior to such Termination of Employment) shall remain exercisable by the Participant for the remainder of the Option term set forth in Section D hereof. For purposes of this Agreement, the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section F(3), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively.
Cause. Upon a Participant’s Termination of Employment for Cause, or by the Participant in violation of a written agreement between the Participant and the Company or any Subsidiary thereof, or if it is discovered that after such Termination of Employment that the Participant is engaged in conduct that would have justified a Termination of Employment for Cause, the entire outstanding Option shall automatically be canceled. In addition, upon any such Termination of Employment the Committee may, in its discretion, require the Participant to promptly pay to the Company (and the Company shall have the right to recover) any gain the Participant realized as a result of the exercise of the Option that occurred within one (1) year prior to such Termination of Employment or the discovery of conduct that would have justified a Termination of Employment for Cause.
Other Termination. In the event of Termination of Employment for any reason other than as provided in Sections F(1), F(2), F(3) or F(4), the vested portion of the Option not exercised by the Participant prior to such Termination of Employment shall remain exercisable (to the extent exercisable by such Participant immediately before such termination) for a period of three (3) months from the date of Termination of Employment. Any portion of the Option that is not yet exercisable on the date of Termination of Employment because of vesting provisions or otherwise shall be canceled.

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Forfeiture; Recoupment.

(a) If, during the twelve-month period following the Participant’s Termination of Employment for any reason, the Participant engages in a Competitive Activity (as defined below), the Committee shall have the right, in its sole discretion, to cause the immediate forfeiture of all of the unexercised Option in its entirety, in which case the Participant shall have no further rights or interests with respect to such Option, and the Company shall also have the right to recoup from the Participant, and the Participant shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon exercise of the Option (if any), net of the aggregate exercise price paid by the Participant in cash upon exercise of such Option (if any); provided, that, the Company may require the Participant to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon exercise of the Option or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. The Company and its Subsidiaries, in their sole discretion, shall have the right to set off (or cause to be set off) any amounts otherwise due to the Participant from the Company (or the applicable Subsidiary) in satisfaction of such repayment obligation, provided that any such amounts are exempt from, or set off in a manner intended to comply with, the requirements of any applicable law (including, without limitation, Section 409A of the Code).

(b) The Participant hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Sections E and F, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Participant also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s issuance of the Option that such Participant agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the Option, or otherwise.

(c) For purposes of this Agreement, the Participant will be deemed to engage in a “Competitive Activity” if, either directly or indirectly, without the express prior written consent of the Company, the Participant (i) takes other employment with, renders services to, or otherwise engages in any business activities with, companies or other entities that are competitors of the Company or any of its affiliates, (ii) solicits or induces, or in any manner attempts to solicit or induce, any person employed by or otherwise providing services to the Company or any of its affiliates, to terminate such person’s employment or service relationship, as the case may be, with the Company or any of its affiliates, (iii) diverts, or attempts to divert, any person or entity from doing business with the Company or any of its affiliates or induces, or attempts to induce, any such person or entity from ceasing to be a customer or other business partner of the Company or any of its affiliates, (iv) violates any agreement between the Participant and the Company or any of its affiliates relating to the non-disclosure of proprietary or confidential information of the Company or any of its affiliates, and/or (v) conducts himself or herself in a manner adversely affecting the Company or any of its affiliates, including, without limitation, making false, misleading or negative statements, either orally or in writing, about the Company or any of its affiliates. The determination as to whether the Participant has engaged in a Competitive Activity shall be made by the Committee in its sole discretion.

(d) This Section F(6)(d) applies solely with respect to Participants who are members of the Company’s Executive Management Committee. Notwithstanding anything herein to the contrary, the Participant agrees and acknowledges that the Option awarded under this Agreement and the underlying shares shall be subject to the terms and conditions of the Company’s Incentive Compensation Recoupment Policy approved by the Board. Notwithstanding the foregoing, the Participant agrees that incentive compensation, as defined under of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from time to time (“Dodd-Frank”), payable to the Participant under this Agreement shall be subject to any clawback policy adopted or implemented by the Company in respect of Dodd-Frank, or in respect of any other applicable law or regulation.

G. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option until the Participant shall have become the holder of record of the Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in this Agreement or the Plan.

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H. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. Subject to Section F, if and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.

I. Amendment. To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with any applicable laws and stock exchange rules and regulations (including, without limitation, Section 409A of the Code and the regulations thereunder) and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

J. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States mail or similar foreign mail or post, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

Attention: General Counsel

If to the Participant, to the address on file with the Company.

K. No Obligation to Continue Employment or Services. This Agreement is not an agreement of employment, consultancy or directorship. This Agreement does not guarantee that the Company or its Subsidiaries will employ or retain, or continue to employ or retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which any Option is outstanding, nor does it modify in any respect the Company or its Subsidiaries’ right to terminate or modify the Participant’s employment, service relationship or compensation.

L. Dividend Equivalents. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends (except as provided in Section 5(d) of the Plan) or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 5(d) of the Plan. No dividend equivalents shall be issued or paid with respect to any Option.

M. Withholding. The Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its Subsidiaries shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, by delivery of Shares (including Shares issuable under this Agreement).

N. Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section.

O. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission and processing by the Company (or any Subsidiary) of any personal data information related to Option awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection laws than the data protection laws provided by the Participant’s home country. This authorization/consent is freely given by the Participant.

P. Delivery Delay. The delivery of any certificate representing the Common Stock may be postponed by the Company for such period as may be required for it to comply with any applicable foreign, federal, state or provincial securities law, or any national securities exchange listing requirements and the Company is not obligated to issue or deliver any securities if, in the opinion of counsel for the Company, the issuance of such Shares shall constitute a violation by the Participant or the Company of any provisions of any applicable foreign, federal, state or provincial law or of any regulations of any governmental authority or any national securities exchange. The Participant acknowledges and understands that the Company intends to meet its delivery obligations in Common Stock with respect to the Option, except as may be prohibited by law or described in this Agreement, the Plan or supplementary materials.

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Q. Miscellaneous.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

This Agreement shall be governed and construed in accordance with the laws of New York (regardless of the law that might otherwise govern under applicable New York principles of conflict of laws).
This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.
The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
This Agreement and the Plan do not create a joint venture or partnership between the Company and any Subsidiary.
Notwithstanding any provisions in this Agreement, this grant of the Option shall be subject to any additional country-specific terms and conditions set forth in Annex 1 to the Agreement for the Participant’s country to the extent applicable. Moreover, if the Participant relocates to one of the countries included in Annex 1, the additional country-specific terms and conditions for such country, if any, will apply to the Participant to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

R. ACQUIRED RIGHTS. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF THE OPTION MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE OPTION AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

HENRY SCHEIN, INC.
Michael S. Ettinger
Executive Vice President, Chief Operating Officer
PARTICIPANT
[Electronic Signature]
[Participant Name]

[Acceptance Date]

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ANNEX 1

Additional Country Specific Terms and Conditions

for the Option Agreement

Capitalized terms, unless explicitly defined in this Annex 1, shall have the meanings given to them in the Agreement or in the Plan. ****

For purposes of this Annex 1, “Employer” means the entity (the Company or Subsidiary) that employs the Participant.

Terms and Conditions

Notifications

This Annex 1 also includes country-specific information of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the exchange control, foreign asset/account reporting and other laws in effect in the respective countries as of April 2021. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant does not rely on the information noted herein as the only source of information relating to the consequences of his/her participation in the Plan because the information may be out of date at the time that the Participant vests in and exercises the Option and acquires Shares or sells the Shares acquired under the Plan.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with his/her own personal tax, legal and financial advisors regarding his/her participation in the Plan before taking any action related to the Plan.

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UNITED STATES

The last sentence of Section F(2) of Agreement is hereby deleted in its entirety and replaced with the following:

“For the purposes of this Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in Section S).”

The following shall be added to the Agreement as a new Section S:

“Change of Control Defined. **** For purposes of this Agreement, a “Section 409A Change of Control” shall be deemed to have occurred upon:

(iii) the consummation of a Corporate Transaction or, if consummation of such Corporate Transaction is subject to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding Shares and Outstanding HSI Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding Shares of the corporation resulting from such Corporate Transaction and the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors, in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the outstanding Shares and Outstanding HSI Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or the corporation resulting from such Corporate Transaction and any Person beneficially owning, immediately prior to such Corporate Transaction, directly or indirectly, 33% or more of the outstanding Shares or Outstanding HSI Voting Securities, as the case may be, will beneficially own, directly or indirectly, 33% or more of, respectively, the outstanding Shares of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

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Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 33% or more of the outstanding Common Stock or Outstanding HSI Voting Securities, as the case may be) will beneficially own, directly or indirectly, 33% or more of, respectively, the then outstanding Shares of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of such corporation.

The following shall be added to the Agreement as a new Section T:

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HTML

Exhibit 99.3

FORM OF

RESTRICTEDSTOCK UNIT AGREEMENT

PURSUANT TO THE

HENRY SCHEIN, INC. 2023 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE AS OF May 23, 2023)

THIS AGREEMENT (the “Agreement”) made as of [Grant Date] (the “Grant Date”), by and between Henry Schein, Inc. (the “Company”) and [Participant Name] (the “Participant”).

W I T N E SS E T H:

WHEREAS, the Company has adopted the Henry Schein, Inc. 2023 Non-Employee Director Stock Incentive Plan (as amended and restated effective as of May 23, 2023), a copy of which is on file with the Company’s Corporate Human Resources Department and is available for Participant to review upon request at reasonable intervals as determined by the Company (the “Plan”), which is administered by a Committee appointed by the Company’s Board of Directors (the “Committee”); and

WHEREAS, pursuant to Section 7 of the Plan, the Committee may grant Restricted Stock Units to non-employee directors under the Plan; and

WHEREAS, the Participant is a non-employee director of the Company.

Grant of Restricted Stock Units. Subject to the restrictions and other conditions set forth herein and in the Plan, the Committee has authorized this grant of [Shares Granted] Restricted Stock Units to the Participant on the Grant Date.
Vesting and Payment.

(a) Except as set forth in Sections 2(c) and 2(d) below, the Restricted Stock Units shall vest on the twelve-month anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Services any time prior to **** the Scheduled Payment Date.

(b) Except as may otherwise be provided by the Committee, in its sole and absolute discretion, there shall be no proportionate or partial vesting in the periods prior to the Scheduled Payment Date and, except as set forth in Sections 2(c) and 2(d) below, all vesting shall occur only on the Scheduled Payment Date; provided that no Termination of Services has occurred prior to the Scheduled Payment Date.

(c) The Restricted Stock Units will become fully vested on a Change of Control; provided that no Termination of Services has occurred prior to the Change of Control. For purposes of vesting, a “Change of Control” shall mean the occurrence of a Change of Control (as defined in the Plan) or a Section 409A Change of Control (as defined in Section 3(f)).

(d) The Restricted Stock Units will become fully vested (i) immediately prior to Participant no longer serving as Non-Executive Chair of the Company’s Board of Directors or (ii) on the date of the Participant’s Retirement. For purposes of this Agreement, “Retirement” shall refer to the Participant’s Termination of Services due to retirement in accordance with the terms and conditions of the Company’s Retirement Policy, approved by the Company’s Board of Directors on November 30, 2015.

(e) The Participant shall be entitled to receive one share of Common Stock with respect to one vested Restricted Stock Unit. The Participant shall be paid one share of Common Stock with respect to each vested Restricted Stock Unit within thirty (30) days of the Scheduled Payment Date; except that, in the event of (i) a Change of Control or (ii) Retirement, the Participant shall be paid within thirty (30) days of such Change of Control or Retirement; provided no Termination of Employment has occurred prior to such dates.

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Deferred Payment. Notwithstanding Section 2(e) above, the Participant may elect to defer the payment date of his or her vested Restricted Stock Units beyond the Scheduled Payment Date (such elected deferred payment date, the “Deferred Payment Date”), provided, that:

(a) In order for a deferral election under this Section 3 to be effective, the Participant must make the election prior to the Grant Date.

(b) A deferral election made by the Participant pursuant to this Section 3 with respect to one or more of the Participant’s Restricted Stock Units shall, subject to Sections 3(c) and (e) below, defer the payment date of such Restricted Stock Units to the Deferred Payment Date elected by the Participant, which must be one of the following: (i) the third (3^rd^) anniversary of the Scheduled Payment Date; (ii) the fifth (5^th^) anniversary of the Scheduled Payment Date; (iii) the seventh (7^th^) anniversary of the Scheduled Payment Date; (iv) the tenth (10^th^) anniversary of the Scheduled Payment Date; or (v) the date of the Participant’s Termination of Services which occurs after the Scheduled Payment Date.

(c) The Participant shall also be permitted to further defer the payment date of his or her vested Restricted Stock Units beyond the Deferred Payment Date, provided that: (i) in order to be effective, the Participant must make such deferral election at least twelve (12) months prior to the Deferred Payment Date; (ii) a deferral election made by the Participant pursuant to this Section 3(c) shall defer the payment date of his or her vested Restricted Stock Units for a period of time (expressed in whole years) of not less than five (5) years and no more than ten (10) years beyond the Deferred Payment Date; and (iii) the Participant’s deferral election shall not become effective until twelve (12) months after the date on which it is made. The Participant shall be entitled to make more than one deferral election under this Section 3(c) with respect to his or her vested Restricted Stock Units, and any such new Deferred Payment Date election that becomes effective in accordance herewith shall supersede any previous Deferred Payment Date election made by the Participant with respect to such Restricted Stock Units on and after the twelve (12) month anniversary after the election is made.

(d) The Participant must make any deferral election permitted under this Section 3 in writing on the election form and in accordance with the procedures established by the Company. A deferral election is valid solely with respect to the Restricted Stock Units identified on the election form and must comply with the requirements of this Section 3 to be given effect. Subject to the requirements set forth in this Section 3, the Participant shall be entitled to make deferral elections with respect to all or only a portion of his or her Restricted Stock Units and any such deferral elections need not be the same for all of the Participant’s Restricted Stock Units.

(e) If the Participant elects in accordance with this Section 3 to defer the date of payment of any of his or her Restricted Stock Units beyond the Scheduled Payment Date, the payment date of such Restricted Stock Units, to the extent vested, shall occur within the thirty (30) day period following the earliest of the following to occur: (i) the Deferred Payment Date; (ii) the Participant’s Termination of Services (other than as a result of the Participant’s death, Disability or Retirement), but only if such Termination of Services qualifies as a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury regulations thereunder and, solely to the extent applicable, subject to the six (6) month delay described in Section 15(h) of the Plan with respect to “specified employees”; (iii) the Participant’s death; (iv) the Participant’s Disability; (v) the Scheduled Payment Date if the Participant has a Termination of Services due to Retirement; or (vi) a “Section 409A Change of Control” (as defined below).

(f) For purposes of Sections 2(c) and 3(e) only, a “Section 409A Change of Control” shall mean a Change in Control (as defined in the Plan); provided, that, no event shall constitute a “Section 409A Change of Control” for purposes of this Agreement unless such event also qualifies as a “change in control event” for purposes of Treasury Regulation § 1.409A-3(i)(5).

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Termination.

Except as set forth in Section 2(d) above, all unvested Restricted Stock Units will be forfeited on the Participant’s Termination of Services.

Dividend Equivalents. Cash dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in Shares and will be held uninvested and without interest. The Participant’s right to receive any such cash dividends shall vest if and when the related Restricted Stock Unit vests, and such cash dividends shall be paid in cash to the Participant if and when the related Restricted Stock Unit is paid to the Participant. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to the Participant. The Participant’s right to receive any such stock dividends shall vest if and when the related Restricted Stock Unit vests, and such stock dividends shall be paid in stock to the Participant if and when the related Restricted Stock Unit is paid to the Participant.
Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares covered by any Restricted Stock Unit unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in this Agreement or the Plan.
Withholding.

To the extent applicable, the Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its Subsidiaries shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, by delivery of shares of Common Stock (including shares issuable under this Agreement).

Provisions of PlanControl. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. Capitalized terms in this Agreement that are not otherwise defined shall have the same meaning as set forth in the Plan. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.
Amendment. To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with any applicable laws and stock exchange rules and regulations (including, without limitation, Section 409A of the Code and the regulations thereunder) and may also amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.
Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States mail, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

Henry Schein, Inc.

135 Duryea Road

Melville, New York 11747

Attention: General Counsel

If to the Participant, to the address on file with the Company.

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No Obligation to Continue Directorship. This Agreement is not an agreement of directorship. This Agreement does not guarantee that the Company will retain, or continue to retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which any Restricted Stock Unit is outstanding, nor does it modify in any respect the Company’s right to terminate or modify the Participant’s services or compensation as a director.
Legend. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section.
Securities Representations. The grant of the Restricted Stock Units and issuance of Shares upon vesting of the Restricted Stock Units shall be subject to, and in compliance with, all applicable requirements of federal, state or foreign securities law. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. As a condition to the settlement of the Restricted Stock Units, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation.

The Shares would be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(b) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares and the Company is under no obligation to register the Shares (or to file a “re-offer prospectus”).

(c) If he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock of the Company, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission and processing by the Company (or any subsidiary) of any personal data information related to the Restricted Stock Units awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection laws than the data protection laws provided by the Participant’s home country. This authorization/consent is freely given by the Participant.
Section 409A. This Agreement is subject to Section 15(h) of the Plan, and any provisions in this Agreement providing for the payment of “nonqualified deferred compensation” (as defined in Section 409A of the Code and the Treasury regulations thereunder) to the Participant are intended to comply with the requirements of Section 409A of the Code, and this Agreement shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate or defer the timing of the payment of any such nonqualified deferred compensation, except in compliance with Section 409A of the Code and this Agreement, and no amount shall be

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paid prior to the earliest date on which it is permitted to be paid under Section 409A of the Code and this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant as a result of Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Any amounts payable hereunder that satisfy the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) shall not be subject to Section 409A of the Code. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the Company’s sole discretion.

Miscellaneous. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(a) This Agreement shall be governed and construed in accordance with the laws of New York (regardless of the law that might otherwise govern under applicable New York principles of conflict of laws).

(b) This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

(c) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(d) This Agreement and the Plan do not create a joint venture or partnership between the Company and any Subsidiary.

NO ACQUIRED RIGHTS. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED STOCK UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE RESTRICTED STOCK UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.

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Form 6-SB

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

HENRY SCHEIN, INC.
Michael S. Ettinger
Executive Vice President, Chief Operating Officer
PARTICIPANT
[Electronic Signature]
[Participant Name]

[Acceptance Date]

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Form 6-SB