Henry Schein (HSIC) COO awarded 27,061 performance and restricted stock units

Rhea-AI Filing Summary

Ettinger Michael S reported acquisition or exercise transactions in this Form 4 filing.

Henry Schein, Inc. executive vice president and chief operating officer Michael S. Ettinger received a grant of 27,061 shares of common stock on March 6, 2026 as a compensation award. The grant was made at a price of $0.00 per share.

According to the company’s 2024 Stock Incentive Plan, half of this award consists of performance stock units that can pay out between 0% and 200% based on specified performance goals, vesting on the third anniversary of the grant date. The other half consists of time-based restricted stock units that vest in equal portions on each of the first four anniversaries, all subject to continued service.

Following this award, Ettinger directly holds 118,722 shares of Henry Schein common stock. He also has an indirect interest equivalent to 210 shares through the Henry Schein 401(k) Savings Plan’s unitized stock fund.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ettinger Michael S

(Last) (First) (Middle)

C/O HENRY SCHEIN, INC.

135 DURYEA ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HENRY SCHEIN INC [ HSIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	03/06/2026		A		27,061(1)	A	$0	118,722	D
Common Stock, par value $0.01 per share								210	I	By 401(k) plan(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted stock units pursuant to the Issuer's 2024 Stock Incentive Plan. Subject to certain exceptions, (i) 50% will vest on the third anniversary of the grant date upon Issuer's achievement of specified performance goals ("PSUs") and (ii) 50% will vest ratably on each of the first four anniversaries of the grant date ("RSUs"), in each case subject to continued service through the applicable vesting date. The payout for PSUs scale with performance, ranging from 0% to a maximum of 200%.

2. Reflects the reporting person's interest in equivalent shares of Henry Schein common stock held by the unitized stock fund in the Henry Schein, Inc. 401(k) Savings Plan (the "Plan"). The unitized stock fund consists of Henry Schein common stock and cash or cash equivalents. The number of shares attributed to the reporting person as a participant in the Plan and expressed as equivalent shares has been calculated based on the closing price of Henry Schein common stock on March 6, 2026.

	/s/ Jennifer Ferrero (as attorney-in-fact for Michael S. Ettinger)	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Henry Schein (HSIC) COO Michael Ettinger report in this Form 4?

Michael S. Ettinger reported receiving a grant of 27,061 Henry Schein common shares as a stock-based compensation award. The grant was made at $0.00 per share and is structured as a mix of performance and time-based restricted stock units under the 2024 Stock Incentive Plan.

How do the new Henry Schein (HSIC) stock units granted to Michael Ettinger vest?

Half of Michael Ettinger’s award vests as performance stock units on the third anniversary of the grant date, depending on specified performance goals. The remaining half vests as time-based restricted stock units in equal installments on each of the first four anniversaries, subject to continued service.

What is the performance payout range for Henry Schein (HSIC) PSUs granted to the COO?

The performance stock units granted to Michael Ettinger can pay out between 0% and 200% of the target amount. The actual payout depends on Henry Schein achieving specified performance goals over the measurement period tied to the third anniversary of the grant date.

How many Henry Schein (HSIC) shares does Michael Ettinger hold after this transaction?

After this award, Michael Ettinger directly holds 118,722 shares of Henry Schein common stock. He also has an indirect interest equivalent to 210 shares through the company’s 401(k) Savings Plan stock fund, which is invested in Henry Schein stock and cash or cash equivalents.

What is the role of Henry Schein’s (HSIC) 2024 Stock Incentive Plan in this Form 4?

The 2024 Stock Incentive Plan is the framework under which Michael Ettinger’s 27,061-share award was granted. It governs the mix of performance and time-based restricted stock units, the vesting schedule across up to four years, and the performance-based scaling from 0% to 200% for PSUs.

How is the Henry Schein (HSIC) 401(k) stock position reported for Michael Ettinger?

Michael Ettinger’s Form 4 shows an indirect holding equivalent to 210 Henry Schein shares within the company’s 401(k) Savings Plan. This amount reflects his interest in a unitized stock fund that holds Henry Schein common stock plus cash, calculated using the closing stock price on March 6, 2026.