What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-25 · 806 added, 726 removed, 1213 unchanged (56% of the section changed)

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Our philosophy is grounded in our

commitment to help customers operate a more efficient and successful business so

the practitioner can provide

better clinical care.

commitment to serve as trusted advisors and help customers operate a more

efficient and successful business so the

practitioner can provide better clinical care.

With 94 years of experience distributing health care products, we have built a vast base of small, mid-sized

large customers in the dental and medical markets, serving more than one million

customers worldwide across

large customers in the dental and medical markets, serving more than one million customers worldwide

dental practices, laboratories,

physician practices, and ambulatory surgery centers, as well as government,

institutional health care clinics and other alternate care clinics.

institutional health care clinics, home health providers, and other alternate care

We are headquartered in Melville, New York

and employ approximately 25,000 people.

Approximately 49% of

our workforce is based in the United States and 51% outside of the United States.

and employ more than 25,000 people.

Approximately 48% of our

workforce is based in the United States and 52% outside of the United States.

Our operations or affiliates are

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well as through the contribution from our strategic acquisitions.

We stock a comprehensive selection of more than 300,000 branded products and Henry Schein corporate brand

products through our main distribution centers.

Our infrastructure, including over 5.4 million square feet of space

in 36 strategically located distribution centers and 0.5 million square

feet of space in 15 manufacturing facilities

around the world, enables us to historically provide rapid and accurate order

fulfillment, better serve our customers

and increase our operating efficiency.

We stock a comprehensive selection of more than 300,000 branded and Henry Schein corporate brand products

through our network.

Our infrastructure, including over 5.4 million square feet of

space in 38 strategically located

distribution centers and 0.6 million square feet of space in 17 manufacturing

facilities around the world, enables us

to historically provide rapid and accurate order fulfillment, better serve our

customers and increase our operating

This infrastructure, together with broad product and service offerings

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

us to be a single source of supply for our

customers’ needs, which we believe is a competitive advantage.

During the fourth quarter of our fiscal year ended December 28, 2024,

we revised our reportable segments to align

with how the Chairman and Chief Executive Officer manages the business, assesses

performance and allocates

Our revised reportable segments consist of:

(i) Global Distribution

-Added Services;

Global Specialty Products;

and (iii) Global Technology.

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

at competitive prices, and a strong

commitment to customer service, enables us to be a single source of supply

for our customers’ needs, which we

believe is a competitive advantage.

We conduct our business through three reportable segments:

Global Distribution and Value-Added Services:

distribution to the global dental and medical markets of

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

technical services.

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

education services, consulting and other

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

segment also includes value-added services such as financial

services, continuing education services,

consulting and other practice services.

This segment also markets and sells under our own corporate

a portfolio of cost-effective, high-quality consumable merchandise;

Global Specialty Products:

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.

endodontic, orthodontic and orthopedic products and other health

care-related products and services;

Global Technology:

development and distribution of practice management software, e-services, and other

products, which are distributed to health care providers.

Recent Developments

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fragmented and diverse.

The industry ranges from sole practitioners working out

of relatively small offices to mid-

sized and large group practices ranging in size from a few practitioners to several

hundred practices owned or

operated by dental support organizations (“DSOs”), medical group purchasing organizations

(“GPOs”), health

maintenance organizations (“HMOs”), hospital systems or integrated delivery networks (“IDNs”).

The industry spans a wide spectrum, from sole practitioners or small

independent offices

to mid-size and large group practices.

These larger organizations may include just a few clinicians or scale to

several hundred practices, often owned and operated by dental support organizations

(DSOs) or integrated delivery

networks (IDNs).

Due in part to the limited capacity of office-based health care practitioners

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sites, particularly physicians’ offices and ambulatory surgery centers.

We believe that consolidation within the industry will continue to result in a number of distributors, particularly

those with limited financial, operating and marketing resources, seeking

to combine with larger companies that can

provide growth opportunities.

This consolidation also may continue to result in distributors seeking

companies that can enhance their current product and service offerings or provide

opportunities to serve a broader

customer base.

In addition, customer consolidation will likely lead to multiple locations

under common management and the

movement of more procedures from the hospital setting to the physician

or alternate care setting, as the health care

industry is increasingly focused on efficiency and 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 HMOs,

group practices, other managed care accounts and collective buying

groups such as DSOs and GPOs, which, in

addition to their emphasis on obtaining products at competitive prices,

tend to favor distributors capable of

providing specialized management information support.

We 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.

Customer consolidation will likely lead to multiple locations under

common management and the movement of

more procedures from the hospital setting to the physician or alternate

care setting, as the health care industry is

increasingly focused on efficiency and 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 Health Maintenance

Organizations (“HMOs”), management service organizations, group practices, other managed

care accounts and

collective buying groups such as Dental Service Organizations (“DSOs”) and Group Purchasing

Organizations

(“GPOs”), which, in addition to their emphasis on obtaining products

at competitive prices, tend to favor

distributors capable of providing specialized management information

We 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.

Index to Financial Statements

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our competitors are primarily local and regional companies.

We also face significant competition internationally,

where we compete on the basis of price and customer service against

several large competitors, including the

GACD Group, Proclinic SA, Lifco AB, Nuent Group AB, Planmeca Oy and Billericay

Dental Supply Co.

well as a large number of other dental and medical product distributors and

manufacturers in international countries

and territories we serve.

Within Global Specialty Products,

our primary competitors include Straumann, Envista, Zimvie,

With regard to our dental software, we compete against numerous companies, including the Eaglesoft

Patterson Companies, Inc., Carestream Dental LLC, Centaur Software Development

We compete on the basis of price and customer service

against several large competitors, including Cadence Group, Proclinic Group, DD

Group, Nuent Group, Lifco AB,

Planmeca Group, Dental Union, and Dental Bauer, as well as a large number of other dental and medical product

distributors and manufacturers.

Within Global Specialty Products, our primary global competitors include Straumann, Envista, Zimvie,

Dentsply Sirona for dental implants.

These companies, along with Geistlich Pharma AG and Botiss Biomaterials

GmbH, also compete with us in the biomaterials for dental tissue

regeneration market.

Within Global Technology,

we compete against numerous dental software providers, including the Eaglesoft

division of Patterson Companies, Inc., Carestream Dental LLC, Centaur Software

Development Co Pty Ltd.

dental4windows, dental4web), Open Dental Software, Inc., PlanetDDS

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Inc., eClinicalWorks and Epic Systems

In other software end markets, including revenue cycle

management, patient relationship management

and patient demand generation, we compete with companies such as Vyne Medical, Weave Communications, Inc.,

and Solutionreach, Inc.

In other software end markets, including revenue cycle management,

patient relationship

management and patient demand generation, we compete with companies

Medical, Dental

Intelligence, and Weave Communications, Inc.

Many of these competitors connect to our software platforms

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Manufacturing and Raw Materials

We manufacture certain of our products for our specialty businesses (oral surgery solutions including dental

implants, endodontics, and orthopedics) at our 15 company manufacturing

We also outsource certain

manufacturing to third parties.

We purchase our raw materials from various third-party suppliers.

supplier is material;

however, raw materials may be sourced from a single supplier or a limited number

for reasons of quality assurance, regulatory requirements, cost, and availability.

We believe that we have a readily available supply of raw materials and components sourced from various

suppliers, for our significant products.

We may experience shortages of raw materials or purchased components.

In recent periods, we have experienced

increased costs and shortages of purchased components, which

had a negative impact on our profit margins and on

our sales for certain product categories, due to our inability to fully satisfy

We manufacture certain of our specialty products (dental implants, endodontics, and orthopedics) at our 17

company manufacturing sites.

We also outsource certain manufactured products to third parties.

We purchase our

raw materials from distributors or mills.

Although no single supplier is material, raw materials may be sourced

from a single supplier or a limited number of suppliers for reasons

of quality assurance, regulatory requirements,

cost, and availability.

We believe that we have a readily available supply of raw materials and components sourced from various suppliers

for our major product lines with some redundancy to ensure product availability.

In recent periods, we have

experienced increased costs due to labor cost increases, source of supply, and tariffs, which may have had a

negative impact on our profit margins.

In most cases, through negotiations, consolidation of suppliers,

insourcing, we have been able to reduce the impact.

Index to Financial Statements

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Our competitive strengths include:

A focus on meeting our customers’ unique needs

We are committed to providing customized solutions to our

customers that are driven by our understanding of the end markets we

serve and that reflect the technology-driven

products and services best suited for their practice needs.

We are committed to continuing to enhance these

offerings through organic investment in our products and our teams, as well as through the acquisition

products and services that may help us better serve our customers.

A focus on understanding and meeting our customers’ unique needs.

Leveraging our deep expertise in the end

markets we serve, we are committed to providing customized value-driven products

and solutions to our customers

that reflect the technology-driven services best suited for their practice

We are committed to continuing to

enhance these offerings through organic investment in our portfolio and our teams, as well as

acquisition of new products and services that may help us better serve

our customers.

Direct sales and marketing expertise.

Our sales and marketing efforts are designed to establish and solidify

customer relationships through personal or virtual visits by field sales representatives,

frequent direct marketing and

telesales contact, emphasizing our broad product lines, including exclusive

distribution agreements, competitive

prices and ease of order placement,

particularly through our e-commerce platforms.

The key elements of our direct

sales and marketing efforts are:

customer relationships through coordinated and tailored engagement strategies

that connect customers where and

how they prefer.

We deliver value by emphasizing our broad product lines, including exclusive distribution

agreements, competitive prices and ease of order placement, particularly

through our e-commerce platforms.

key elements of our direct sales and marketing efforts are:

Field sales consultants.

Our field sales consultants, including equipment sales specialists, covering

North American, European and other international markets.

These consultants complement our direct

marketing and telesales efforts and enable us to better market, service and support

the sale of more

sophisticated products and equipment.

We market to existing and prospective office-based health care providers through a

combination of owned, earned and paid digital channels, tradeshows, as well

as through catalogs, flyers,

direct mail and other promotional materials.

Our strategies include an emphasis on educational content

through webinars and content marketing initiatives.

We continue to enhance our marketing technology to

improve our targeting capability and the relevance of messaging and offers.

Our field sales consultants, including equipment and specialty sales specialists,

covering major North American, European and other international

These consultants complement

our direct marketing and telesales efforts and enable us to better market, service

and support the sale of

more sophisticated products and equipment.

Omni-channel marketing.

We market to existing and prospective office-based health care providers

through a combination of owned, earned and paid digital channels, tradeshows,

as well as through catalogs,

flyers, direct mail and other promotional materials.

Our strategies include an emphasis on educational

content through webinars and content marketing initiatives.

We continue to leverage our marketing

technology and data insights to improve our targeting capability and the relevance of messaging

We support our direct marketing effort with inbound and outbound telesales representatives,

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introduced each year to educate practice personnel.

Through automation and skilled agents, we have

strengthened our support model, enhancing the customer experience.

Electronic commerce solutions.

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competitive e-commerce solutions.

We continue to invest in our e-commerce platform to offer enhanced

content management so customers can more easily find the products

they need and to enable an engaging

purchase experience, supported by excellent customer service.

We continue to invest in our e-commerce platforms so customers can

find the products they need and to enable an engaging purchase experience,

supported by excellent

customer service.

Additionally, we have built enhanced account management tools that meet the needs of

customers of all sizes.

Our global e-commerce platform,

henryschein.com, focuses on accelerating the

adoption of digital commerce technologies across our Company, driving the transformation of our business

strategy and operations using digital technology, and enabling the growth of digital sales revenue.

Social media.

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for prompt delivery and complete order

Index to Financial Statements

These inventory levels are managed on a daily basis with

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location for order fulfillment.

Index to Financial Statements

Supply chain solutions.

We have implemented a fulfillment system, supported by customized inventory

management systems for individual practices, large group practices, and integrated

delivery networks.

Commitment to superior customer service

We maintain a strong commitment to providing superior customer

We frequently monitor our customer service through customer surveys, focus groups and statistical

Our customer service policy primarily focuses on:

Exceptional order fulfillment.

We ship an average of approximately 150,000 cartons daily.

Comprehensive ordering process.

Customers may place orders 24 hours a day, 7 days a week via e-

commerce solutions, telephone, e-mail and mail.

Broad product and service offerings at competitive prices.

a broad range of products and services to our

customers, at competitive prices, in the following categories:

a broad range of products, including the Henry

Schein corporate brand, and services to our customers at competitive prices,

in the following categories:

Global Distribution and Value-Added Services

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dental specialty products, diagnostic tests, infection-control products and vitamins.

comprehensive selection of more than 300,000 branded products and Henry

Schein corporate brand

products through our main distribution centers.

We also market and sell our own corporate brand portfolio

of cost-effective, high-quality consumable merchandise products.

comprehensive selection of more than 300,000 products and Henry Schein

corporate brand cost-effective,

high-quality consumable merchandise and specialty products.

Home health business.

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We offer a broad range of value-added solutions, including continuing

education programs for practitioners, and consulting services.

Our suite of technology-driven tools and

expert advisory services helps health care professionals enhance practice efficiency and improve

education programs for practitioners, consulting services, and practice

Our suite of technology-

driven tools and expert advisory services helps health care professionals

enhance practice efficiency and

improve patient outcomes.

Repair services.

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repair, installation and technical services for our health care customers.

Our technicians provide

installation and repair services for dental handpieces,

dental and medical small equipment,

sterilizers and large dental equipment.

Our equipment service technicians

understand the importance of having tools and equipment running smoothly

to operate offices without

interruption.

Our manufacturer-trained technicians cover major markets and deliver

personalized and local

services, providing installation and repair services for dental handpieces, dental

and medical small

equipment, table-top sterilizers and large dental equipment.

Financial service

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brokerage services.

Index to Financial Statements

Global Specialty Products

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We develop, manufacture, market and distribute a broad portfolio of

dental implants, prosthetic components, instruments and digital workflow

solutions for implant-based tooth

restorations.

With research and development and manufacturing facilities in the United States,

Switzerland, Germany, Brazil and France, we serve customers with various global and regional implant

brands across a wide range of price segments.

Supported by our specialized sales force, we market our

products and solutions in approximately 90 countries, directly to dental practices

and surgical specialists

via our sales subsidiaries and our network of international third-party and

Henry Schein distribution

patented and evidence-based dental implants, prosthetic components,

instruments and digital workflow

solutions for implant-based tooth restorations.

With research and development and manufacturing facilities

in the United States,

Switzerland, Germany, Brazil and France, we serve customers with various global and

regional implant brands across a wide range of price segments.

Supported by our specialized sales force,

we market our products and solutions in approximately 90 countries, directly

to dental practices and

surgical specialists via our sales subsidiaries and network of international third-party

and Henry Schein

distribution partners.

Biomaterials.

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With manufacturing facilities in the

Index to Financial Statements

Unted States, Mexico, and France, we serve dental practices in over

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We also source or manufacture other medical and dental health care products and services that are

sold to customers, including handpiece and small equipment, rotary, hand instruments, and repair services,

sold to customers, including handpiece and small equipment, rotary, hand instruments, repair services,

restoratives and preventives, as well as certain other health care-related

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and services.

Index to Financial Statements

Global Technology

We sell practice management, business analytics, patient engagement and patient demand creation software

solutions to our dental customers.

Our practice management solutions provide practitioners with electronic

medical records, patient treatment history, analytics, billing, accounts receivable analyses and management,

appointment calendars, electronic claims processing and word processing

programs, network and hardware

services, e-commerce and electronic marketing services, e-Prescribe medications

and prescription

solutions, sourcing third party patient payment plans, and transition services

and training and education

We sell practice management, business analytics, revenue cycle management, clinical workflow, artificial

intelligence, patient engagement and patient demand creation software

solutions to our dental

Our practice management solutions provide practitioners with

electronic medical records,

patient treatment history, analytics, billing, accounts receivable analyses and management, appointment

calendars, revenue cycle management, clinical workflow, electronic claims processing,

hardware services, e-commerce and electronic marketing services,

e-Prescribe medications and prescription

solutions, sourcing third party patient payment plans, and transition

services and training and education

programs for practitioners.

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DentalVision®, Dentrix® Dental

Systems, EXACT®, Gesden®, Jarvis Analytics®, Julie® Software, Oasis,

Officite™, OrisLine®, PBS

Endo®, Power Practice® Px and subscriptions for Demandforce®,

Sesame, and Lighthouse 360® for

dental practices and DentalPlans.com® for dental patients.

Commitment to superior customer service

We maintain a strong commitment to providing superior customer

We frequently monitor our customer service through customer surveys, focus groups and statistical

Our customer service policy primarily focuses on:

Exceptional order fulfillment.

We ship an average of approximately 142,000 cartons daily.

Comprehensive ordering process.

Customers may place orders 24 hours a day, 7 days a week via e-

commerce solutions, telephone, fax, e-mail and mail.

Index to Financial Statements

Integrated management information systems

Certain of our information systems generally allow for centralized

management of key functions, including accounts receivable, inventory, accounts payable, payroll, purchasing,

sales, order fulfillment and financial and operational reporting.

These systems allow us to manage our growth,

deliver superior customer service, properly target customers, manage financial

performance and monitor daily

operational statistics.

Systems, EXACT®, Gesden®, Jarvis Analytics®, Oasis, Officite™, OrisLine®, PBS Endo®,

Practice® Px and subscriptions for Demandforce®, Sesame, and Lighthouse

360® for dental practices and

DentalPlans.com® for dental patients.

Products and Services

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Global Technology

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

implants, gypsum, acrylics, articulators, abrasives, PPE products,

and our own corporate brand of consumable merchandise.

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

high-tech and digital restoration equipment.

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.

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.

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

Includes branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, infection-control products, X-ray

products, equipment, PPE products and vitamins.

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

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

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

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

Consists of practice management software, e-services, and other products, which are distributed to health care providers.

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

for health care providers.

Index to Financial Statements

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Digital transformation for our customers and for Henry Schein

for our stakeholders

Create value for our stakeholders

To accomplish this, we apply our competitive strengths in executing the following strategies:

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injectables and other pharmaceuticals sales to health care practitioners, as

well as cross-selling EHR

systems and software when we sell our core products.

Our strategy extends to providing health systems,

integrated delivery networks and other large group and multi-site health care organizations,

physician clinics, these same value-added products and services.

As physicians and health systems closely

align, we have increased access to opportunities for cross-marketing

and selling our product and service

well as cross-selling Electronic

Health Record (“EHR”) systems and software when we sell our core products.

Our strategy extends to

providing health systems, integrated delivery networks and other large group and

multi-site health care

organizations, including physician clinics, these same value-added products and services.

As physicians

and health systems closely align, we have increased access to opportunities

for cross-marketing and selling

our product and service portfolios.

Pursue strategic acquisitions and joint ventures.

Our acquisition strategy is focused on investments in

companies 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.

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.

Markets Served

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In the dental industry, there is predicted to be a rise in oral health care expenditures as the 45-and-older segment of

the population increases.

In the dental industry, expenditures in in oral health care are predicted to rise as the 45-and-older segment of

population increases.

There is increasing demand for new technologies that allow

dentists to increase

productivity, and this is being driven in the U.S.

by lower insurance reimbursement rates.

At the same time, there is

an expected increase in dental insurance coverage.

dentists to increase productivity,

and this is being driven in the U.S.

by lower insurance reimbursement

At the same time, there is an expected

increase in dental insurance coverage.

In the medical market, there continues to be a migration of procedures from

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Seasonality and Other Factors Affecting Our Business and Quarterly Results

We experience fluctuations in quarterly earnings.

As a result, we may fail to meet or exceed the expectations of

securities analysts and investors, which could cause our stock price

Our business is subject to seasonal and other quarterly fluctuations.

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Federal, state and certain

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foreign governments have also increased enforcement activity in the health care

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privacy and security standards.

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

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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 health care reimbursement programs.

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

and there have

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

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

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polyfluoroalkyl substances;

warnings related

to potential cancer or reproductive harm linked to chemicals;

amalgam bans;

pricing disclosures;

supply chain transparency around labor practices;

and safe working

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.

example, the Centers for Medicare & Medicaid Services’ (“CMS”) 2024 durable

medical equipment, prosthetics,

orthotics and supplies (“DMEPOS”) reimbursement schedule, which was

effective January 1, 2024, reduced the

DMEPOS reimbursement rates for non-rural suppliers, such as us, by removing

the Coronavirus Aid, Relief, and

Economic Security (“CARES”) Act relief rates in effect during the COVID-19 pandemic.

These and other laws

and regulations are subject to change and their evolving implementation

may impact our operations and our

transparency around human trafficking and 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.

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impact our financial performance,

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

effect on our business.

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

adverse effect on our business.

noteworthy items that have come into effect recently are noted below:

Regulation (EU) 2023/1182 of June 14, 2023, entered into force on January 1, 2025.

This regulation lays

down specific rules relating to medicinal products for human use intended to

be placed on the market in

Northern Ireland in accordance with Article 6 of Directive 2001/83/EC.

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.

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

This could potentially affect Henry Schein or its customers.

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.

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.

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

Index to Financial Statements

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.

Operating, Security and Licensure Standards

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or spread of communicable diseases, serves

as the legal basis for the United States Food and Drug Administration’s (“FDA”) regulation of human

cells, tissues

as the legal basis for the United States Food and Drug Administration’s (“FDA”) regulation of human cells,

and cellular and tissue-based products, also known as “HCT/P products.”

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Title II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”),

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establishes a national electronic, interoperable system to identify and trace

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The law’s track and trace requirements

applicable to manufacturers, wholesalers, third-party logistics providers (e.g.,

trading partners), repackagers and

dispensers (e.g., pharmacies) of prescription drugs took effect in January 2015,

and, as stated, continues to be

applicable to manufacturers, wholesalers, third-party logistics providers (e.g., trading

partners), repackagers and

dispensers (e.g., pharmacies) of prescription drugs took effect in January 2015, and,

as stated, continues to be

The DSCSA product tracing requirements replace the former FDA

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immediate trading partners, and those trading

Index to Financial Statements

partners who initiated processes including documentation of efforts to establish data

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prescription drugs.

The DSCSA requires wholesalers and 3PLs to submit annual reports

to the FDA, which include

information regarding each state where the wholesaler or 3PL is licensed, the name

and address of each facility, and

contact information.

According to FDA guidance, states are pre-empted from imposing

any licensing requirements

that are inconsistent with, less stringent than, directly related to, or covered

by the standards established by federal

law in this area.

Current state licensing requirements concerning wholesalers will

remain in effect until the FDA

issues new regulations as directed by the DSCSA.

The FDA issued a proposed rule establishing wholesaler and

3PL national standards for licensing and other requirements in February 2022,

but that rule has not yet been

In addition, with respect to our specialty home medical supplies business,

we are subject to certain state

licensure laws (including state pharmacy laws), and also certain accreditation standards,

including to qualify for

reimbursement from Medicare, Medicaid, and other third-party payers.

The DSCSA requires wholesalers and 3PLs to report state licensure

to the FDA on an annual

basis, including the name and address of each facility, and contact information.

According to FDA guidance, states

are pre-empted from imposing any licensing requirements that are inconsistent

with, less stringent than, directly

related to, or covered by the standards established by federal law in this area.

Current state licensing requirements

concerning wholesalers will remain in effect until the FDA issues new regulations as directed

by the DSCSA.

FDA issued a proposed rule establishing wholesaler and 3PL national standards

for licensing and other

requirements in February 2022, but that rule has not yet been finalized.

In addition, with respect to our specialty

home medical supplies business, we are subject to certain state licensure

laws (including state pharmacy laws), and

also certain accreditation standards, including to qualify for reimbursement

from Medicare, Medicaid, and other

third-party payers.

The Food and Drug Administration Amendments Act of 2007 and

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The UDI regulations also

Index to Financial Statements

require labelers to submit certain information concerning UDI-labeled devices

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(QMSR) used by other countries.

As a distributor of controlled substances, we are required, under

the Controlled Substances Act, to obtain and renew

annually registrations for our facilities from the United States Drug Enforcement

Administration (“DEA”)

permitting us to handle controlled substances.

are also subject to other statutory and regulatory requirements

relating to the storage, sale, marketing, handling, reporting, record-keeping

and distribution of such drugs, in

accordance with the Controlled Substances Act and its implementing regulations,

and these requirements have been

subject to heightened enforcement activity in recent times.

As a distributor of controlled substances and List 1 and 2 chemicals, we are

required, under the Controlled

Substances Act, to obtain and renew annually registrations for our

facilities from the United States Drug

Enforcement Administration (“DEA”) permitting us to handle controlled

are also subject to other

statutory and regulatory requirements relating to the storage, sale, marketing,

handling, reporting, record-keeping

and distribution of such drugs and List 1 and 2 chemicals, in accordance

with the Controlled Substances Act and its

implementing regulations, and these requirements have been subject to

heightened enforcement activity in recent

are subject to inspection by the DEA.

our businesses are also required to register for permits and/or licenses

with, and comply with operating and security

standards of, the DEA, the FDA, the United States Department of Health

and Human Services (“HHS”), and

various state boards of pharmacy, state health departments and/or comparable state agencies as well as comparable

foreign agencies, and certain accrediting bodies, depending on the type of

operations and location of product

distribution, manufacturing or sale.

These businesses include those that distribute, manufacture, relabel, and/or

repackage prescription pharmaceuticals and/or medical devices and/or HCT/P

products, or own pharmacy

operations, or install, maintain or repair equipment.

Certain of our businesses are also required to register for permits and/or

licenses with, and comply with operating

and security standards of, the DEA, the FDA, the United States Department of

Health and Human Services

(“HHS”), state radiation control agencies, and various state boards of pharmacy, state health departments and/or

comparable state agencies as well as comparable foreign agencies, and certain

accrediting bodies, depending on the

type of operations and location of product distribution, manufacturing or

These businesses include those that

distribute, manufacture, relabel, and/or repackage prescription pharmaceuticals

and/or medical devices and/or

HCT/P products, or own pharmacy operations, or install, maintain or repair

including X-ray machines.

Index to Financial Statements

In addition, Section 301 of the National Organ Transplant Act, and a number of comparable state laws, impose civil

and/or criminal penalties for the transfer of human organs, as defined in the regulations,

for valuable consideration,

and/or criminal penalties for the transfer of human organs, as defined in the regulations, for

valuable consideration,

while generally permitting payments for the reasonable costs incurred

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of 6 November 2001, as amended by

Directive 2003/63/EC of 25 June 2003, and EU Regulation (EC) No.

of 31 March 2004.

provide for the authorization of products, and regulate their manufacture,

importation, marketing and distribution.

It implements requirements which may be implemented without warning, as

well as a national pharmacovigilance

system under which marketing authorizations may be withdrawn, and includes

potential sanctions for breaches of

the rules, and on other bases such as harmfulness or lack of efficacy.

Directive 2003/63/EC of 25 June 2003, EU Regulation (EC) No.

of 31 March 2004 and others.

rules provide for the authorization of products, and regulate their manufacture,

importation, marketing and

distribution.

These rules implement requirements which may be implemented without

warning, as well as a

national pharmacovigilance system under which marketing authorizations

may be withdrawn, and includes

potential sanctions for breaches of the rules, and on other bases such

as harmfulness or lack of efficacy.

mentioned above, Directive No.

2001/83/EC was recently amended by Regulation

(EU) 2023/1182 of 14 June

This regulation lays down specific rules relating to medicinal products

for human use intended to be placed

on the market in Northern Ireland in accordance with Article 6 of Directive

EU Regulation No.

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importers and distributors.

Index to Financial Statements

market surveillance, and non-compliance may result in the recall or withdrawal

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performance and safety of devices placed on the market;

improves the traceability of medical devices throughout the supply chain to the

end-user or patient through

improves the traceability of medical devices throughout the supply chain to the end-user

or patient through

a unique identification number;

sets up a central database to provide patients, health care professionals and

the public with comprehensive

sets up a central database to provide patients, health care professionals and the

public with comprehensive

information on products available in the EU;

strengthens rules for the assessment of certain high-risk devices, such

as implants, which may have to

strengthens rules for the assessment of certain high-risk devices, such as

implants, which may have to

undergo an additional check by experts before they are placed on the market;

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registration in the EUDAMED

which comprises several modules that are not yet fully functional.

In order not to hinder the

mandatory use of EUDAMED by the functional delay of a single module,

the new Regulation No.

2024/1860 of 13 June 2024 has therefore amended Article 34 of the EU

MDR to organize a gradual

commissioning of the various modules of EUDAMED, once they have been

independently audited and

declared operational by means of a Commission notice published

in the Official Journal of the European

In this case, the obligations and requirements relating to the concerned

electronic modules of

EUDAMED will apply six months after the date of publication of

These changes came into

force on July 9, 2024;

database, which comprises several modules that are not yet fully functional.

In order not to hinder the mandatory

use of EUDAMED by the functional delay of a single module, Regulation

2024/1860 of 13 June 2024 has

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therefore amended Article 34 of the EU MDR to organize a gradual commissioning of the various

EUDAMED, once they have been independently audited and declared operational

by means of a Commission

notice published in the Official Journal of the European Union.

In this case, the obligations

and requirements

relating to the concerned electronic modules of EUDAMED will apply six months

after the date of publication of

These changes came into force on July 9, 2024.

Due to Commission Decision No.

26 November 2025, as from May 28, 2026, the first four EUDAMED modules

will be mandatory to use;

as amended by the above-mentioned Regulation No.

contains specific provisions in the event of

2024/1860, contains

specific provisions in the event of

interruption or discontinuation of supply of a device.

In particular, the EU MDR imposes strict requirements for the confirmation that a product meets

the regulatory

In particular, the EU MDR imposes strict requirements for the confirmation that a product meets the

requirements, including regarding a product’s clinical evaluation and a company’s quality systems, and for the

distribution, marketing and sale of medical devices, including post-market

surveillance.

distribution, marketing and sale of medical devices, including post-market surveillance.

Regulation 2023/607 of the European Parliament and of the Council of

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and (iii) has not been subsequently withdrawn may, for the moment, continue to be placed on the market or put into

service until December 31, 2027 for higher risk devices or December 31, 2028

for medium and lower risk devices.

service until December 31, 2027 for higher risk devices or December 31, 2028 for

medium and lower risk devices.

Nevertheless, EU MDR requirements regarding the distribution, marketing

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(recently amended by Regulation No.

2024/2865 of October 23,

2024, whose provisions come into force

Index to Financial Statements

on different dates), which sets various obligations with respect to the labelling and

packaging of concerned

2024/2865 of October 23, 2024, whose

provisions come into force

on different dates), which sets various obligations with respect to the labelling and packaging

substances and mixtures.

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Other laws, referred to as “anti-kickback laws,” prohibit

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soliciting, offering, receiving or paying remuneration in order to induce the referral

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well as other fraud and abuse laws.

With respect to measures of this type, the United States government (among others) has expressed concerns

financial relationships between suppliers, manufacturers and distributors on

the one hand and physicians, dentists

and other health care professionals on the other.

As a result, we regularly review and revise our marketing practices

as necessary to facilitate compliance.

With respect to measures of this type, the United States government and industry trade associations

(among others)

have expressed concerns about financial relationships among suppliers, manufacturers

and distributors on the one

hand and physicians, dentists and other health care professionals on the other.

As a result, we regularly review and

revise our marketing practices as necessary to facilitate compliance.

also are subject to certain United States and foreign laws and regulations

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Act, German anti-corruption laws

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and other anti-bribery laws and laws pertaining to the accuracy of our internal

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provide access to increased health coverage.

The ACA also materially expanded the number of individuals

The ACA also materially expanded the number of individuals in

United States with health insurance.

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(the “Sunshine Act”) imposes annual

reporting and disclosure requirements for drug and device manufacturers and

distributors with regard to payments

reporting and disclosure requirements for drug and device manufacturers and distributors

with regard to payments

or other transfers of value made to certain covered recipients (including physicians,

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and physician, dentist, teaching

Index to Financial Statements

hospital, and non-physician practitioner identities.

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as well as the federal law, can be

are also subject to foreign regulations requiring transparency of certain

interactions between suppliers

and their customers.

In the United States, federal and state government actions to seek to increase

health-related price transparency may

are also subject to foreign regulations requiring reporting or disclosures

to provide transparency on

certain interactions between manufacturers, suppliers, distributors and

their customers.

This includes certain

member states in the EU and other countries such as Brazil (Minas Gerais state),

Saudi Arabia and Israel.

In the United States, federal and state government actions to seek to increase health-related

price transparency may

also affect our business.

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prescription drugs.

Hospitals are also required to publish a consumer-friendly

list of standard charges for certain

Hospitals are also required to publish a consumer-friendly list

of standard charges for certain

“shoppable” services (i.e., services that can be scheduled by a patient in

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MACRA continues to evolve and its implications depend on future regulatory

Index to Financial Statements

physician activity in the marketplace.

New state-level payment and delivery system reform programs,

those modeled after such federal programs, are also increasingly being rolled

out through Medicaid administrators,

New state-level payment and delivery system reform

programs, including

those modeled after such federal programs, are also increasingly being rolled out

through Medicaid administrators,

as well as through the private sector, which may further alter the marketplace and impact our business.

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enacted or finalized, respectively, would impact drug pricing and related costs.

Also, at the federal level, the

Inflation Reduction Act of 2022, among other things, requires drug manufacturers

that raise certain of their drug

prices faster than the rate of inflation to pay rebates to Medicare, and over time will authorize

government to negotiate directly with drug manufacturers to lower the

prices of certain brand-name drugs covered

These various evolving efforts create uncertainty and may adversely affect our business.

Under the Medicare Drug Price

Negotiation Program, CMS continues to negotiate prices for certain drugs with participating

manufacturers.

at the federal level, the Inflation Reduction Act of 2022, among other things,

requires drug manufacturers

(including repackagers and relabelers) that raise certain of their drug prices

faster than the rate of inflation to pay

rebates to Medicare, and over time will authorize the federal government to negotiate

directly with drug

manufacturers to lower the prices of certain brand-name drugs covered

These various evolving

efforts create uncertainty and may adversely affect our business.

Index to Financial Statements

As a result of political, economic and regulatory influences, the health care distribution

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EU law does not expressly include provisions like those of the Sunshine Act in

the United States, but a growing

number of EU member states (such as France in 2011 and Italy in 2022) have enacted laws to increase

the United States, but a number of

EU member states (such as France in 2011, Denmark in 2014, and Italy in 2022) have enacted laws

to increase the

transparency of relationships in the health care sector.

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example, most recently, with respect to artificial

intelligence and machine learning-enabled medical devices, and the

cybersecurity of medical devices.

intelligence and machine learning-enabled medical devices, and

the cybersecurity of medical devices.

our businesses involve the development and sale of software and related

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of individuals.

Index to Financial Statements

information technology systems may be vulnerable to breakdown, wrongful

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Section 5 of the Federal Trade Commission Act (“FTC Act”), the California Privacy Act (“CCPA”), various other

state comprehensive and health data-specific privacy laws that have or will soon

come into effect, and several

state comprehensive and health data-specific privacy laws that have or will soon come

into effect, and several

privacy bills have been proposed both at the federal and state level that may

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that impact our business.

Laws and regulations relating to privacy and data protection are

continually evolving and

subject to potentially differing interpretations, including those relating to artificial

intelligence, the proliferation of

Laws and regulations relating to privacy and data protection are continually

subject to potentially differing interpretations, including those relating to artificial intelligence,

the proliferation of

which may result in additional regulation.

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may conflict with other rules or our

In addition, cybersecurity laws such as the federal Cyber Incident

Reporting for Critical Infrastructure

Act of 2022, proposed Federal Acquisition Regulations, and amendments

to SEC reporting requirements may

require us to provide notifications about cybersecurity incidents in limited

timeframes and before investigations are

Our businesses’ failure to comply with these laws and regulations could

expose us to breach of contract

claims, substantial fines, penalties and other liabilities and expenses, costs for

remediation and harm to our

Also, evolving laws and regulations in this area could restrict the

ability of our customers to obtain, use

or disseminate patient information, or could require us to incur significant

additional costs to re-design our products

to reflect these legal requirements, which could have a material adverse effect on our

In addition to state-specific data breach notification laws (which exist

states and territories),

cybersecurity laws such as the federal Cyber Incident Reporting for Critical

Infrastructure Act of 2022, proposed

Federal Acquisition Regulations, and amendments to SEC reporting requirements

require us to provide

notifications about material cybersecurity incidents in limited timeframes

and before investigations are complete.

Our businesses’ failure to comply with these laws and regulations could expose

us to breach of contract claims,

Index to Financial Statements

substantial fines, penalties and other liabilities and expenses, government

investigations, litigation, costs for

remediation and harm to our reputation.

Also, evolving laws and regulations in this area could restrict the ability

our customers to obtain, use or disseminate patient information, or could

require us to incur significant additional

costs to re-design our products to reflect these legal requirements, which

could have a material adverse effect on

our operations.

Also, the European Parliament and the Council of the EU adopted the pan-European

General Data Protection

Regulation (“GDPR”), effective from May 25, 2018, which increased privacy rights

for individuals (“Data

Subjects”), including individuals who are our customers, suppliers and

The GDPR extended the scope

of responsibilities for data controllers and data processors, and generally

Regulation (“GDPR”), that has been effective since May 25, 2018, which increased

privacy rights for individuals

(“Data Subjects”), including individuals who are our customers, suppliers

and employees.

The GDPR extended the

scope of responsibilities for data controllers and data processors, and generally

imposes increased requirements and

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such as employee personal data.

respect to the personal data it protects, the GDPR requires, among other things,

controller accountability, consents

respect to the personal data it protects, the GDPR requires, among other things, controller

accountability, consents

from Data Subjects or another acceptable legal basis to process the personal

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Despite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws (UK

Uncertainty about compliance with the GDPR and EU data protection

laws remains, with the possibility

that data protection authorities located in different EU Member States may interpret GDPR

differently, or

requirements of national laws may vary between the EU Member States, or guidance

on GDPR and compliance

GDPR) and has implemented further data protection related legislation.

Data protection authorities located in

different EU Member States and in the UK may interpret GDPR/UK GDPR

differently, or requirements of national

laws may vary between the EU Member States and the UK, or guidance on GDPR/UK

GDPR and compliance

practices may be often updated or otherwise revised.

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Data protection laws in other countries outside of the United States

Index to Financial Statements

are also quickly evolving, with many countries having updated, or are in the

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framework for violations of the

CCPA, as well as potentially severe statutory damages and private a right of action against businesses that suffer a

CCPA, as well as potentially severe statutory damages and a private right of action against businesses that suffer a

data security breach due to their violation of a duty to implement reasonable

security procedures and practices.

private right of action may increase the likelihood of, and risks associated

with, data breach litigation.

in November 2020, California voters adopted the CPRA, which became effective

January 1, 2023 and enhances and

strengthens regulatory requirements and individual protections that currently

exist under the CCPA.

have enacted or are considering enacting similar privacy laws, which may subject

us to additional requirements and

restrictions that could have an impact on our business.

Comprehensive privacy laws in Colorado, Connecticut,

Virginia, Utah, Oregon, Delaware, Montana, Texas,

Iowa, Maryland, New Jersey, New Hampshire, and Nebraska

are now in effect, and similarly enacted broad state laws relating to privacy, data protection, and information

security will come into effect later in 2025 and 2026, further complicating our privacy

compliance obligations

through the introduction of increasingly disparate requirements across the

jurisdictions in which we

This private right of action may increase the likelihood of, and risks associated with,

data breach litigation.

addition, in November 2020, California voters adopted the CPRA, which

became effective January 1, 2023 and

enhances and strengthens regulatory requirements and individual protections

that currently exist under the CCPA.

Other states have enacted or are considering enacting similar privacy laws, which

may subject us to additional

requirements and restrictions that could have an impact on our business.

As of January 1, 2026, broad state laws

relating to privacy, data protection, and information security are in effect in 20 states, further complicating our

privacy compliance obligations through the introduction of increasingly disparate

requirements across the various

jurisdictions in which we operate.

Additionally, Washington

state and Nevada have enacted specific health data privacy laws, and

are considering similar legislation.

Additional states are expected to pass their own versions of data privacy

Congress is considering legislation that may preempt some

or all of such U.S.

state privacy laws, but

which may also provide a more expansive private right of action for privacy

claims than exists under current state

state and Nevada have enacted specific health

data privacy laws, and other states are considering similar legislation.

Additional states are expected to pass their

Index to Financial Statements

own versions of data privacy laws in the future.

Congress is considering legislation that may preempt some or all

state privacy laws, but which may also provide a more expansive

private right of action for privacy

claims than exists under current state laws.

The evolving complexity of privacy and data security legislation in the United

States may complicate our

compliance efforts and further increase our risk of regulatory enforcement, penalties,

States and other jurisdictions

globally may complicate our compliance efforts and further increase our risk of regulatory

enforcement, penalties,

and litigation.

believe we have substantially compliant programs and controls in place to comply

with the US state and federal

privacy laws and applicable international privacy laws such as GDPR and PIPL,

our compliance with data privacy

and cybersecurity laws is likely to impose additional costs on us, and we

cannot predict whether the interpretations

of the requirements, or changes in our practices in response to new requirements

or interpretations of the

requirements, could have a material adverse effect on our business.

Further, countries are applying their data and consumer protection laws to AI, particularly generative

considering and implementing specific legal frameworks with respect

to AI, for example the EU AI Act 2024

(which as with the GDPR, will have extra-territorial effect).

Any failure or perceived failure by us to comply with

such requirements could have an adverse impact on our business.

Anticipated further evolution of regulations and

legislation on this topic may substantially increase the penalties to which we

could be subject in the event of any

While we believe we have substantially compliant programs

and controls in place to comply with

state and federal privacy laws and applicable international privacy

laws such as GDPR and PIPL, our

compliance with data privacy and cybersecurity laws is likely to impose additional

costs on us, and we cannot

predict whether the interpretations of the requirements, or changes in our practices

in response to new requirements

or interpretations of the requirements, could have a material adverse effect on our business.

Our products and services utilize new technologies, such as AI.

The regulatory landscape for AI is changing

rapidly, with both domestic and international activity.

While there is currently no comprehensive federal legislation

concerning the use, development or deployment of AI, regulators

pursue AI-related enforcement actions

under existing federal consumer protection laws and have issued related

Further, state privacy, consumer

protection and AI-specific laws are proliferating and may be applicable to our business.

Other countries are also

applying their data and consumer protection laws to AI, particularly generative

AI, and are considering and

implementing specific legal frameworks with respect to AI.

Regulation (EU) 2024/1689 on harmonized rules on

artificial intelligence (the EU AI Act), for example, establishes a comprehensive

regulatory framework for AI that

became law in August 2024 with implementation phased through into 2027.

As with the GDPR, it has extra-

territorial effect.

Any failure or perceived failure by us to comply with such requirements

could have an adverse

impact on our business.

Anticipated further evolution of regulations and legislation on this

topic may substantially

increase the penalties to which we could be subject in the event of any

non-compliance.

Compliance with these laws is challenging, constantly evolving,

and time consuming and federal

regulators, state attorneys general and plaintiff’s attorneys have been and will likely

continue to be active in this

may incur substantial expense in complying with legal obligations to

be imposed by new regulations

and we may be required to make significant changes to our solutions and expanding

business operations, all of

which may materially adversely affect our operations.

Compliance with these

laws is challenging, constantly evolving, and time consuming and federal regulators,

state attorneys general and

plaintiff’s attorneys have been and will likely continue to be active in this space.

may incur substantial expense

in complying with legal obligations to be imposed by new regulations and

we may be required to make significant

changes to our solutions and expanding business operations, all of which

may materially adversely affect our

also sell products and services that health care providers, such as physicians

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These customers, and we, are subject to laws, regulations and industry

standards, such as HIPAA and the Payment Card Industry Data Security Standards, which require the protection of

the privacy and security of those records, and our products may also be

used as part of these customers’

comprehensive data security programs, including in connection with their efforts to comply with

applicable privacy

and security laws.

Perceived or actual security vulnerabilities in our products or services,

or the perceived or actual

failure by us or our customers who use our products or services to comply

with applicable legal or contractual data

privacy and security requirements, may not only cause us significant reputational

harm, but may also lead to claims

against us by our customers and/or governmental agencies and involve substantial

fines, penalties and other

liabilities and expenses and costs for remediation.

Index to Financial Statements

standards, such as HIPAA and the Payment Card Industry (PCI) Data Security Standards, which require the

protection of the privacy and security of those records, and our products

may also be used as part of these

customers’ comprehensive data security programs, including in connection

with their efforts to comply with

applicable privacy and security laws.

Perceived or actual security vulnerabilities

in our products or services, or the

perceived or actual failure by us or our customers who use our products or

services to comply with applicable legal

or contractual data privacy and security requirements, may not only cause us

significant reputational harm, but may

also lead to claims against us by our customers and/or governmental agencies

and involve substantial fines,

penalties and other liabilities and expenses and costs for remediation.

federal initiatives involve the adoption and use by health care

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Qualification for the MIPS incentive payments requires the use

of EHRs that are certified as having certain capabilities designated

in evolving standards adopted by CMS and the

of EHRs that are certified as having certain capabilities designated in evolving

standards adopted by CMS and the

Office of the National Coordinator for Health Information Technology of HHS (“ONC”).

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governmental standards.

If any of our EHR systems do not meet these standards,

yet have been relied upon by

If any of our EHR systems do not meet these standards, yet have been

relied upon by

health care providers to receive federal incentive payments, we may be exposed

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Each information blocking violation carries up to a $1 million penalty.

Index to Financial Statements

Moreover, in order to satisfy our customers, and comply with evolving legal requirements, our products may

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Bribery Act, German

Index to Financial Statements

anti-corruption laws and other anti-bribery laws and laws pertaining

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of our business, there can be no

assurance that laws and regulations that impact our business or laws and

regulations as they apply to our customers’

assurance that laws and regulations that impact our business or laws

and regulations as they apply to our customers’

practices will not have a material adverse effect on our business.

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Additionally, certain of our manufacturing businesses hold patents on certain of our products.

We intend to protect

our trademarks and patents to the fullest extent practicable.

We believe that we

Index to Financial Statements

have taken necessary steps to protect our proprietary rights, but no assurance

can be given that we will be able to

successfully enforce or protect our rights in the event that they are infringed

upon by a third party.

Employees and Human Capital

At Henry Schein, we understand that our long-term growth is enhanced

by creating shared value for our business

and the communities we serve, while engaging our key stakeholders that

make up our Mosaic of Success - Team

Schein Members (TSMs), customers, suppliers, stockholders, and society.

Rooted in our long, rich history of

sustainability and corporate citizenship, we build relationships to foster

trust, strengthen resilience and catalyze

innovative solutions to make the world healthier, together.

do this by building environmental, social, and

economic value for the Company’s sustained growth and continued success as a trusted partner and leader

Overseen by the Nominating and Governance Committee of our Board of

Directors (“Board”) with the

Compensation Committee also playing a role in environmental, social, and governance

matters related to human

capital engagement and executive compensation, some key 2024 highlights

related to human capital matters

continuing to evaluate our pay equity for the majority of the U.S.

workforce, which

reviews compensation

for equity and fairness;

expanding our Inclusive Culture learning journey by educating TSMs on

how to create and sustain a

meaningful, inclusive and learning oriented culture;

continuing to drive a culture of wellness and engagement for our TSMs by

fostering an environment where

they can feel a sense of belonging and purpose.

At Henry Schein, we have long recognized that as a purpose-driven company, our commitment to creating shared

value drives positive societal and environmental impact while supporting long-term

business success.

trusted relationships with the key stakeholders who make up our Mosaic of

Success - Team Schein Members

(TSMs), customers, suppliers, stockholders, and society, helps drive our Company’s sustained growth, amplifies

our collective strengths, and brings to life our vision of making the world healthier, together.

Overseen by the

Nominating and Governance Committee of our Board of Directors (“Board”)

with the Compensation Committee

also playing a role in environmental, social, and governance matters related

to human capital engagement and

executive compensation, some key 2025 highlights related to human capital

matters include:

Continuing to compensate employees based on role, experience, and

performance, consistent with fair

pay practices and competitive outcomes across the workforce;

Expanding our learning journey by educating TSMs on multiple components

of our culture and values,

creating an understanding of how to sustain a meaningful, inclusive, and learning

oriented culture;

Continuing to drive a connected and caring community for our TSMs

by fostering an environment

where they can feel a sense of inclusion, belonging, and purpose.

At Henry Schein, our employees continue to be one of our greatest assets.

We employ approximately 25,000

people, with approximately 49% of our workforce based in the United States

and approximately 51% based outside

of the United States.

We have approximately 13% of our employees that are subject to collective bargaining

We believe that our relations with our employees are excellent.

Our TSMs are the cornerstone of the Company.

We provide a connected and caring community that invests in the

career journey of our TSMs and encourages their contribution to

our mission of making the world healthier.

employ more than 25,000 people,

with approximately 48% of our workforce based in the United States and approximately

52% based outside of the

United States.

Approximately 14% of our employees are subject to collective bargaining agreements.

that our relations with our employees are excellent.

TSMs are the cornerstone of our Company.

provide a connected and caring community that invests

career journey of our TSMs and encourages their contribution to our

mission of making the world healthier.

TSM experience strategy is centered around our Team Schein Values

under the pillars of Community, Caring, and

We know our business success is built on the engagement and commitment of our team, which is dedicated

to meeting the needs of their fellow TSMs, our customers, supplier partners,

stockholders and society.

We recognize the changes in how and where we work, and that a continued connection to our long-standing values

know our business success is built on the engagement and commitment

of our team, which is dedicated

to meeting the needs of their fellow TSMs, our customers, supplier partners, stockholders,

recognize the changes in how and where we work, and that a continued

connection to our long-standing values

is important for our team members as we evolve our culture.

Throughout 2024, we rolled out a continuous listening

program that used various vehicles, including The Pulse Global Culture

Survey and TSM roundtables, to garner

feedback from our TSMs on their employee experience.

We believe that a great employee experience also drives a

great customer experience.

We want all of our TSMs to pursue their ambitions, deliver within our values driven

culture, and enjoy a rewarding career enabled by great people leaders.

The Pulse Global Culture Survey was

redesigned in 2023 to measure scores aligned to our Team Schein Values.

Our recent annual Pulse survey indicates

Index to Financial Statements

that although there are heightened stress levels caused by the 2023 cyber incident

and restructuring initiatives,

TSMs generally remain satisfied with their work experience, feel connected

to their colleagues and intend to stay

with Henry Schein.

This year, data suggests continued opportunities to improve how we cascade communications

to all levels of the organization, continue to reduce burnout and stress and provide

more transparency around

opportunities for career development.

Throughout the year, we also administer quarterly employee listening

surveys as a way to continuously understand and respond to our TSMs’ feelings.

This feedback is shared with our

Executive Management Committee and Board, both of whom are committed

to addressing identified opportunities.

Throughout 2025, we continued listening to our team

through our continuous listening program, including The Pulse Global Culture

Survey, quarterly Pulse surveys, and

TSM roundtables, to garner feedback from our TSMs on their employee experience.

believe that a great

employee experience also drives a great customer experience.

want all our TSMs to pursue their ambitions,

deliver within our value-driven culture, and enjoy a rewarding career enabled

by great people leaders.

Our recent listening efforts show that our Team Schein Values

and TSM community remain our top strengths, and

that overall TSM engagement is driven by a small set of people-centric factors,

led by how supported, well, and

connected TSMs feel, with communication and culture acting as amplifiers of

trust and inclusion.

experience varies across teams, particularly during periods of change, shaping how

workload, pace, and priorities

are experienced.

The greatest opportunity lies in strengthening consistency and clarity around

direction and

expectations, so teams feel better supported as we continue to evolve.

The feedback from our listening efforts is

shared with our Executive Management Committee and Board, both of whom are

committed to addressing

identified opportunities.

Additionally, in 2025 we conducted our second Corporate Citizenship Barometer

quantify stakeholder perceptions of the Company’s environmental and social priorities, commitments, and impacts.

As part of this commitment, some highlights from 2025 included:

Provide opportunities for TSMs to have fun while contributing to an inclusive team

Provide opportunities for TSMs to have fun while contributing to an inclusive team that

respects and supports one another.

Continued focus on creating an inclusive environment where TSMs

Continued our focus on creating an inclusive environment where TSMs

feel a sense of belonging;

in 2024 for the third time, our top strength identified in The Pulse Global

Culture Survey was our

Company’s inclusive culture.

notably, in 2025 for the fourth time, our top strength identified in The Pulse Global Culture Survey was

our Company’s inclusive culture.

To deepen our commitment to inclusion across the Company, Global

Index to Financial Statements

Directors and Vice Presidents and U.S.

1 unchanged sentence

focused on developing our culture.

We continue to expand our learning journey, educating TSMs on

continue to expand our learning journey, educating TSMs on

key topics that help us develop a culture of inclusion and understanding.

We continue to publish our

United States Equal Employment Opportunity Commission (“EEOC”) EEO-1

data for the U.S.

Completed our first year of Henry Schein Games, a global virtual platform

that drives community and

engagement and offers field-day type in-person events at various global locations that brought

together through friendly competition by earning points for their team

by engaging in cultural-related

activities and posting photos.

Completed our second year of Henry Schein Games, a global virtual platform

that drives community

and engagement and offers field-day type in-person events at various global locations

TSMs together through friendly competition by earning points for their team

by engaging in cultural-

What changed 10-K

Item 1. Business