Henry Schein (HSIC) executive awarded 53,206 restricted stock units

Rhea-AI Filing Summary

Popeck Thomas C reported acquisition or exercise transactions in this Form 4 filing.

Henry Schein Inc. reported that Thomas C. Popeck, CEO of Henry Schein Products, received a grant of 53,206 shares of common stock in the form of restricted stock units at no cash cost to him. After this grant, he directly holds 88,124 shares.

According to the award terms, 50% of the units are performance-based and will vest on the third anniversary of the grant date if specified performance goals are achieved, with payout ranging from 0% to a maximum of 200%. The remaining 50% will vest in equal installments on each of the first four anniversaries of the grant date, in each case subject to continued service.

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^*

Popeck Thomas C

(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)
	CEO, Henry Schein Products

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		53,206(1)	A	$0	88,124	D

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 ahievement 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%.

	/s/ Jennifer Ferrero (as attorney-in-fact for Thomas C. Popeck)	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).
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FAQ

What insider transaction did HSIC executive Thomas C. Popeck report?

Thomas C. Popeck reported receiving 53,206 restricted stock units of Henry Schein common stock as a compensation grant. The units were awarded at no cash cost and increase his direct holdings to 88,124 shares, aligning his incentives with long-term company performance and service.

How do the performance-based stock units for HSIC’s Thomas C. Popeck vest?

Half of the grant is performance-based stock units that vest on the third anniversary of the grant date if Henry Schein meets specified performance goals. The payout scales with results, ranging from 0% to a maximum of 200%, directly tying compensation to multi-year performance.

What are the service-based vesting terms of Thomas C. Popeck’s HSIC award?

The remaining 50% of Popeck’s 53,206-unit grant vests in equal installments on each of the first four anniversaries of the grant date. This portion is time-based restricted stock units, requiring continued service through each vesting date to receive the underlying shares.

Did Thomas C. Popeck buy Henry Schein (HSIC) shares on the market?

No, the Form 4 shows a compensation-related acquisition coded as a grant, not an open-market purchase. Popeck received 53,206 restricted stock units at a price of $0.00 per share under Henry Schein’s 2024 Stock Incentive Plan, subject to performance and service vesting conditions.

What is the potential range of payout on HSIC performance stock units?

For the performance-based half of the award, payout can range from 0% to a maximum of 200% depending on achievement of specified performance goals. This means actual shares delivered at vesting could be reduced to zero or doubled relative to the initial target allocation.