Form 3: KKR Affiliates Report 15,263,662 HSIC Shares After Internal Transfer
Rhea-AI Filing Summary
KKR-related entities reported an initial Form 3 showing indirect ownership of Henry Schein Inc. (HSIC). The filing discloses that KKR Hawaii Holdings L.P. holds 15,263,662 shares of Common Stock acquired on August 14, 2025 in a transfer from KKR Hawaii Aggregator L.P. The filing explains the chain of ownership through multiple KKR affiliates and states that the transfer is a nonreportable change in form of beneficial ownership for certain related entities that previously reported on May 16, 2025. Each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- Transparency: The filing clearly discloses the 15,263,662-share position and the ownership chain among KKR entities.
- No derivative exposure reported: Table II lists no derivative securities, indicating the disclosure covers only common stock holdings.
Negative
- Limited actionable detail: The filing documents an internal transfer and includes disclaimers of beneficial ownership, so it does not clarify KKR's investment intentions or voting plans regarding HSIC.
Insights
TL;DR: A complex KKR affiliate chain now holds 15,263,662 HSIC shares via a transfer, disclosed as an indirect, nonreportable change.
The filing documents an internal reallocation of Henry Schein shares among KKR entities rather than an open-market purchase or sale by unrelated parties. The detailed ownership chain—from the reporting limited partnerships through multiple general partners and holding companies—clarifies voting and pecuniary relationships relevant to Section 16 reporting. The disclaimer of beneficial ownership except for pecuniary interest is typical for fund structures but important for interpreting control and Section 16 obligations. This disclosure is procedural and clarifies recordkeeping and compliance with reporting requirements rather than signaling a change in strategic intent toward HSIC.
TL;DR: The material fact is the 15.26M-share indirect position; the filing shows internal KKR transfers, not new acquisitions from the market.
For investors, the filing confirms the size of the stake held within KKR-affiliated vehicles and the date of the transfer. Because the transfer is described as a nonreportable change in form of beneficial ownership and related entities previously filed Form 3s on May 16, 2025, this update mainly documents structural ownership adjustments. There is no derivative exposure reported and no direct statement of intent to buy, sell, or exert control beyond standard fund ownership disclosure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- These shares of Common Stock, which are directly held by KKR Hawaii Holdings L.P., were acquired on August 14, 2025, in a transfer from KKR Hawaii Aggregator L.P. (the "Transfer"). KKR Hawaii Holdings GP LLC is the general partner of KKR Hawaii Holdings L.P. KKR Hawaii Aggregator L.P. is the sole member of KKR Hawaii Holdings GP LLC. KKR Hawaii Aggregator GP LLC is the general partner of KKR Hawaii Aggregator L.P. KKR North America Fund XIII SCSp is the sole member of KKR Hawaii Aggregator GP LLC. KKR Associates North America XIII SCSp is the general partner of KKR North America Fund XIII SCSp. KKR North America XIII S.a r.l. is the general partner of KKR Associates North America XIII SCSp. KKR North America XIII Holdings Limited is the sole shareholder of KKR North America XIII S.a.r.l. The Transfer is a nonreportable change in form of beneficial ownership for the foregoing entities that are not reflected as reporting persons on this filing as well as for those entities described in footnote 2 hereof, all of which have previously reported beneficial ownership on Form 3s filed on May 16, 2025. KKR Group Partnership L.P. is the sole shareholder of KKR North America XIII Holdings Limited and KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
