What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 221 added, 164 removed, 528 unchanged (42% of the section changed)

4 unchanged sentences

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 annual report as such

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

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

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

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

12 unchanged sentences

Changes in Internal Control over Financial Reporting

The combination of continued acquisition integrations and systems

implementation activity undertaken during the

quarter and carried over from prior quarters, when considered in

the aggregate, represents a material change in our

internal control over financial reporting.

As previously reported, the full integration of TriMed Inc.

will extend beyond year-end and, therefore, we excluded TriMed, which represents less than 0.5% of our total

sales, from our annual assessment of internal control over financial

reporting as of December 28, 2024,

by related SEC staff interpretive guidance for newly acquired businesses.

During the quarter ended December 28, 2024,

post-acquisition integration related activities continued for our

and medical businesses acquired during prior quarters.

These acquisitions, the majority of which utilize separate

information and financial accounting systems, have been included

in our consolidated financial statements since

their respective dates of acquisition.

Also, during the quarter ended December 28, 2024, we completed the systems

implementation activities for

implementing a new e-commerce system for our dental and medical

businesses in the UK.

Finally, we continued

systems implementation activities for our dental business in France and

All acquisitions, continued acquisition integrations and systems implementation

activities involve necessary and

The combination of acquisitions, continued acquisition integrations and systems

implementation activity

undertaken during the quarter ended December 27, 2025, and carried over from

prior quarters, when considered in

the aggregate, represents a material change in our internal control

over financial reporting.

The full integration of

certain acquisitions completed in the current and prior quarters will extend

beyond year-end and, therefore, we

excluded these acquisitions, which represents approximately 0.10% of

our total net sales, from our annual

assessment of internal control over financial reporting as of December

27, 2025, as permitted by related SEC staff

interpretive guidance for newly acquired businesses.

During the quarter ended December 27, 2025, we completed the acquisition

of a controlling interest of a Global

Distribution and Value-Added Services segment affiliate in Canada as well as the acquisition of a Global

Specialties Products segment business in Brazil.

Also, post-acquisition integration related activities continued for

businesses acquired during prior quarters within our Global Specialties Products

These acquisitions, the

majority of which utilize separate information and financial accounting

systems, have been included in our

consolidated financial statements since their respective dates of acquisition.

Additionally, during the quarter ended December 27, 2025, we continued systems implementation activities for the

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

-Added Services segment in the

Also, we completed systems implementation activity for migrating

many of our Global

Distribution and Value-Added Services, Global Specialty Products and Global Technology segment businesses

Company-wide onto an existing Human Capital Management

Finally, we continued systems

implementation activities for upgrading the ERP business system for our Global

Distribution and Value-Added

Services segment in Australia and New Zealand.

All acquisitions, continued acquisition integrations, and systems

implementation activities involve necessary and

appropriate change-management controls that are considered in our quarterly

1 unchanged sentence

operating effectiveness of our internal control over financial reporting.

The deficiencies in internal control over financial reporting identified

as of December 30, 2023 at the application

control level related to logical and user access management and segregation

of duties have continued to be the

subject of ongoing remediation, including implementation of specific

action plans and the testing/validation of

control operating effectiveness, which were substantially completed as of our year-end on December

Report on Internal Control over Financial Reporting

8 unchanged sentences

including our principal

Index to Financial Statements

executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal

1 unchanged sentence

Framework (2013), updated

Index to Financial Statements

and reissued by the Committee of Sponsoring Organizations, or the COSO Framework.

7 unchanged sentences

Limitations of the Effectiveness of Internal Control

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

reasonable, not absolute, assurance

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.

7 unchanged sentences

Henry Schein, Inc.

Melville, New York

Opinion on Internal Control over Financial Reporting

11 unchanged sentences

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 27, 2025 and December

consolidated statements

comprehensive income,

stockholders’ equity,

ended December

related notes

report dated February 25, 2025 expressed an unqualified opinion

comprehensive

stockholders’

equity, and cash

flows for each of the three years in the

period ended December 27, 2025, and the related

our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

7 unchanged sentences

effectiveness

“Item 9A, Management’s

Report on Internal

Control over Financial Reporting”.

responsibility is to express

9A, Management’s

Internal Control

Financial Reporting.

Our responsibility

opinion on the

17 unchanged sentences

the accompanying Item

9A, Management’s

Report on Internal

Control over Financial

management’s assessment of and conclusion on the effectiveness of internal control

over financial reporting did not

consolidated balance

consolidated statements

income, comprehensive

income, changes

in stockholders’

constituted less than 0.5% of total

net sales for the year ended

December 28, 2024.

Management did not assess

the effectiveness of internal control

over financial reporting of TriMed

because of the timing of

the acquisition

completed on April

internal control over

financial reporting of

the Company also

did not include an evaluation of the internal control over financial reporting

of TriMed Inc.

9A, Controls and

Procedures, management’s

assessment of and

effectiveness

Acquisitions”),

Company as of December 27,

2025, and the related consolidated

statements of income and comprehensive income,

stockholders’

approximately

effectiveness

an evaluation

internal control

over financial

2025 Acquisitions.

Definition and Limitations of Internal Control over Financial Reporting

63 unchanged sentences

insider trading laws, rules and regulations, and Nasdaq listing standards.

Our insider trading policy, which is

attached as Exhibit 19.1 to this Annual Report on Form 10-K,

prohibits our TSMs from trading in securities of the

Company while in possession of material, non-public information, and, among other

things, requires that

designated individuals holding certain positions only transact

in Company securities during an open window period

(with appropriate preclearance for members of our Executive Management

Committee and Board of Directors),

subject to limited exceptions.

The Company also requires periodic training for certain senior officers and

likely to learn material, non-public information in the course of their

The Company also has a practice

that requires that any transactions by the Company in its securities

Our insider trading policy, which is filed

as Exhibit 19.1 to this Annual Report on Form 10-K, prohibits our TSMs from

trading in securities of the Company

while in possession of material, non-public information, and, among other

things, requires that designated

individuals holding certain positions only transact in Company securities

during an open window period (with

appropriate preclearance for members of our Executive Management

Committee and Board of Directors), subject to

limited exceptions.

The Company also requires periodic training for certain senior officers and others likely

learn material, non-public information in the course of their job duties.

The Company also has a practice that

requires that any transactions by the Company in its securities

are pre-cleared by appropriate members of its

58 unchanged sentences

(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on June

Fourth Amended and Restated By-Laws of Henry Schein, Inc., effective March 23, 2023.

Fifth Amended and Restated By-Laws of Henry Schein, Inc., effective January 10, 2026.

(Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on

March 24, 2023.)

January 12, 2026.)

Third Amended and Restated Multicurrency Master Note Purchase Agreement, dated as of

3 unchanged sentences

October 21, 2021.)

First Amendment to the Third Amended and Restated Multicurrency Master Note Purchase

Agreement, dated as of December 19, 2025, by and among us, Metropolitan Life Insurance

Company, MetLife Investment Management, LLC and each affiliate thereof party thereto.

(Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on

December 23, 2025.)*

Third Amended and Restated Master Note Facility, dated as of October 20, 2021, by and

2 unchanged sentences

on October 21, 2021.)

First Amendment to the Third Amended and Restated Master Note Facility, dated as of

December 19, 2025, by and among us, NYL Investors LLC and each affiliate thereof party

(Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed

on December 23, 2025.)*

Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October

3 unchanged sentences

on October 21, 2021.)

First Amendment to the Third Amended and Restated Multicurrency Private Shelf

Agreement, dated as of December 19, 2025, by and among us, PGIM, Inc.

affiliate thereof party thereto.

(Incorporated by reference to Exhibit 4.1 to our Current

Report on Form 8-K filed on December 23, 2025.)*

Multicurrency Private Shelf Agreement, dated as of October 20, 2021, by and among us,

2 unchanged sentences

October 21, 2021.)

First Amendment to the Multicurrency Private Shelf Agreement, dated as of December 19,

2025, by and among us, Corebridge Institutional Investors (U.S.), LLC (formerly AIG) and

each affiliate thereof party thereto.

(Incorporated by reference to Exhibit 4.4 to our

Current Report on Form 8-K filed on December 23, 2025.)*

Description of Securities.

5 unchanged sentences

filed on May 26, 2020.)**

Index to Financial Statements

Form of 2021 Stock Option Agreement pursuant to the Henry Schein, Inc.

14 unchanged sentences

Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2022 filed on May

Index to Financial Statements

Form of 2024 Restricted Stock Unit Agreement for time-based restricted stock unit awards

12 unchanged sentences

2024 Stock Incentive Plan, as amended and restated effective as of

May 21, 2024 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-

May 21, 2024.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form

8-K filed on May 24, 2024.)**

24 unchanged sentences

Henry Schein, Inc.

Supplemental Executive Retirement Plan, amended and restated

effective as of January 1, 2014.

(Incorporated by reference to Exhibit 10.1 to our Quarterly

Report on Form 10-Q for the fiscal quarter ended September 28, 2013 filed on November

Amendment Number One to the Henry Schein, Inc.

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 28,

2019 filed on February 20, 2020.)**

Amendment Number Two to the Henry Schein, Inc.

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 28,

2020 filed on May 5, 2020.)**

Amendment Number Three to the Henry Schein, Inc.

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September

26, 2020 filed on November 2, 2020.)**

Index to Financial Statements

Amendment Number Four to the Henry Schein, Inc.

Supplemental Executive Retirement

Plan, amended and restated effective as of January 1, 2014.

(Incorporated by reference to

Exhibit 10.1 to our Current Report on Form 8-K filed on December 18, 2023.)**

Supplemental Executive Retirement Plan, amended and restated effective

September 1, 2025.

(Incorporated by reference to Exhibit 10.3 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended June 28, 2025 filed on August 5, 2025.)**

Henry Schein, Inc.

2 unchanged sentences

Schedule 14A, filed on April 27, 2004.)**

Index to Financial Statements

Henry Schein, Inc.

18 unchanged sentences

Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2022.)**

Letter Agreement dated December 23, 2025 to the Amended and Restated Employment

Agreement dated as of November 28, 2022, by and between Henry Schein, Inc.

(Incorporated by reference to Exhibit 10.1 to our Current Report on

Form 8-K filed on December 23, 2025.)**

Employment Agreement dated as of January 10, 2026, by and between Henry Schein, Inc.

and Frederick M.

(Incorporated by reference to Exhibit 10.1 to our Current

Report on Form 8-K filed on January 12, 2026.)**

Form of Restricted Stock Unit Agreement (CEO Sign-On RSU Award), by and between

Henry Schein, Inc.

and Frederick M.

Lowery, pursuant to the Henry Schein, Inc.

Stock Incentive Plan.

(Incorporated by reference to Exhibit 10.2 to our Current Report on

Form 8-K filed on January 12, 2026.)**

Form of Amended and Restated Change in Control Agreement dated December 12, 2008

between us and certain executive officers who are a party thereto (James Breslawski,

Ettinger, and Mark Mlotek, respectively).

(Incorporated by reference to Exhibit

10.15 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2008

filed on February 24, 2009.)**

between us and certain executive officers who are a party thereto (Michael S.

Mark Mlotek, respectively).

(Incorporated by reference to Exhibit 10.15 to our Annual

Report on Form 10-K for the fiscal year ended December 27, 2008 filed on February 24,

Form of Amendment to Amended and Restated Change in Control Agreement effective

January 1, 2012 between us and certain executive officers who are a party thereto (James

Breslawski, Michael S.

January 1, 2012 between us and certain executive officers who are a party thereto (Michael

Ettinger and Mark Mlotek, respectively).

(Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 20, 2012.)**

Henry Schein, Inc.

Executive Change in Control Plan, effective as of May 2, 2022 between

us and certain executive officers who are a party thereto (Ronald N.

(Incorporated

by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter

ended March 26, 2022 filed on May 3, 2022.)**

Form of Indemnification Agreement between us and certain directors and executive

officers who are a party thereto (Mohamed Ali, Deborah Derby, Carole T.

(Incorporated by reference to Exhibit 10.1 to

our Current Report on Form 8-K filed on January 20, 2012.)**

Amended and Restated Henry Schein, Inc.

Executive Change in Control Plan (Andrea

Albertini and Ronald N.

(Incorporated by reference to Exhibit 10.2 to our Current

Report on Form 8-K filed on April 15, 2025.)**

Form of Indemnification Agreement between us and certain directors and executive officers

who are a party thereto (Mohamed Ali, William K.

“Dan” Daniel, Deborah Derby, Carole T.

Faig, Joseph L.

2 unchanged sentences

Kuehn, Philip A.

Laskawy, Anne H.

Margulies, Carol

Raphael, Scott P.

Laskawy, Max Lin,

Margulies, Scott P.

Serota, Bradley T.

Sheares, Ph.D., Reed V.

Tuckson, M.D., FACP,

Bergman, James P.

Breslawski, Michael S.

Tuckson, M.D.,

FACP, Andrea Albertini, Stanley M.

Bergman, Michael S.

Ettinger, Mark E.

3 unchanged sentences

Index to Financial Statements

Second Amended and Restated Revolving Credit Agreement, dated as of July 11, 2023,

Third Amended and Restated Revolving Credit Agreement, dated as of June 6, 2025,

among us, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as

administrative agent, U.S.

Bank National Association, as syndication agent, and TD Bank,

N.A., Bank of America, N.A., UniCredit Bank, A.G., the Bank of New York Mellon, ING

and HSBC Bank USA, N.A., as co-documentation agents.

(Incorporated by

reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 13, 2023.)

Term Loan Credit Agreement, dated as of July 11, 2023, among us, the several lenders

parties thereto, JPMorgan Chase Bank, N.A., as administrative agent,

Bank National Association, as syndication agent, and TD Bank, N.A.,

Bank of America, N.A.

and UniCredit Bank, A.G., as co-documentation agents.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K

filed on July 13, 2023.)

Bank National Association, as syndication agent, and The

Toronto-Dominion Bank, New York Branch, Bank of America, N.A., UniCredit Bank,

A.G., the Bank of New York Mellon, ING Bank, N.V.

and HSBC Bank USA, N.A., as co-

documentation agents.

(Incorporated by reference to Exhibit 10.2 to our Current Report on

Form 8-K filed on June 9, 2025.)

Amended and Restated Term Loan Credit Agreement, dated as of June 6, 2025,among us,

the several lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent

and joint lead arranger, U.S.

Bank National Association, as syndication agent and joint

lead arranger, and The Toronto-Dominion Bank, New York Branch, and Bank of America,

N.A., as co-documentation agents and joint lead arrangers and ING Bank, N.V.

Paribas, as co-documentation agents.

(Incorporated by reference to Exhibit 10.1 to our

Current Report on Form 8-K filed on June 9, 2025.)

Receivables Purchase Agreement, dated as of April 17, 2013, by and among us, as

38 unchanged sentences

Report on Form 10-Q for the fiscal quarter ended June 29, 2019 filed on August 6, 2019.)

Index to Financial Statements

Limited Waiver dated as of May 22, 2020 to Receivables Purchase Agreement, dated as of

4 unchanged sentences

June 27, 2020 filed on August 4, 2020.)

Index to Financial Statements

Amendment No.

41 unchanged sentences

on Form 8-K filed on January 29, 2025.)

Letter Agreement on Voting Commitment by and between us and KKR Hawaii Aggregator

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on

April 9, 2025.)

Letter Agreement to Remove Voting Commitment by and between us and KKR Hawaii

Aggregator L.P.

(Incorporated by reference to Exhibit 10.1 to our Current Report on Form

8-K filed on May 2, 2025.)

Amendment No.

1 to the Strategic Partnership Agreement, dated November 4,2025, by and

between us and KKR Hawaii Aggregator L.P.

(Incorporated by reference to Exhibit 10.1 to

our Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2025 filed

on November 4, 2025.)

Form of Registration Rights Agreement by and between us and KKR Hawaii Aggregator

1 unchanged sentence

January 29, 2025.)

Index to Financial Statements

Form of Offer Letter (Ronald N.

Employment Agreement dated as of August 23, 2023, by and between Henry Schein, Inc.

and Andrea Albertini.**+

Global Mobility Letter dated as of August 23, 2023, by and between Henry Schein, Inc.

Andrea Albertini.**+

Restrictive Covenant, Confidentiality and Inventions Agreement dated as of August 23,

2023, by and between Henry Schein, Inc.

and Andrea Albertini.**+

Henry Schein, Inc.

Insider Trading Policy (amended and restated as of January 1, 2025).

(Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal

year ended December 28, 2024 filed on February 25, 2025.)

List of our Subsidiaries.+

Index to Financial Statements

Consent of BDO USA, P.C.+

28 unchanged sentences

(Incorporated by

reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the fiscal quarter

ended June 29, 2024 filed on August 6, 2024.)

reference to Exhibit 99.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended

June 29, 2024 filed on August 6, 2024.)

Amendment No.

2 unchanged sentences

agent and the various purchaser groups from time to time party thereto.

(Incorporated by

reference to Exhibit 99.4 to our Annual Report on Form 10-K for the fiscal year ended

December 28, 2024 filed on February 25, 2025.)

Amendment No.

1 to the Henry Schein, Inc.

Supplemental Executive Retirement Plan,

amended and restated effective September 1, 2025.**+

Index to Financial Statements

Form of 2025 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).

(Incorporated by reference to Exhibit 99.2 to our

Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025 filed on May

Form of 2025 Restricted Stock Unit Agreement for performance-based

restricted stock unit awards pursuant to the Henry Schein, Inc.

Incentive Plan (as amended and restated on May 21, 2024).

(Incorporated by reference to

Exhibit 99.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29,

2025 filed on May 5, 2025.)**

Letter Agreement on Share Repurchases by and between us and KKR Hawaii

Aggregator L.P.

(Incorporated by reference to Exhibit 99.1 to our Quarterly Report on

Form 10-Q for the fiscal quarter ended March 29, 2025 filed on May 5, 2025.)

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8 unchanged sentences

Filed or furnished herewith.

Certain identified information has been excluded from the exhibit because

it is both (i) not material

and (ii) the type that the registrant treats as private or confidential.

Indicates management contract or compensatory plan or agreement.

Index to Financial Statements

Form 10-K Summary

21 unchanged sentences

(principal financial and accounting officer)

Executive Vice President,

Chief Strategic Officer, and

February 25, 2025

/s/ MOHAMAD ALI

February 24, 2026

/s/ WILLIAM K.

February 24, 2026

/s/ DEBORAH DERBY

11 unchanged sentences

February 24, 2026

/s/ CAROL RAPHAEL

February 24, 2026

Carol Raphael

/s/ SCOTT SEROTA

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures