KKR entities add HSIC (HSIC) exposure via 918,723-share equity swap

Rhea-AI Filing Summary

HENRY SCHEIN INC (HSIC) received a new derivative disclosure from KKR-affiliated holders involving an equity swap tied to 918,723 shares of Common Stock. This Form 4 shows that KKR Hawaii Aggregator L.P. entered a total return swap where a third-party counterparty is obligated to deliver up to 918,723 shares at a notional price of $80.55 per share after the initial hedge period ended on March 6, 2026. The position is reported as an "Equity Swap (obligation to purchase)" and classified as an "other" derivative transaction, with no open-market buy or sell reported. Upon settlement, any acquired shares would be directly held by KKR Hawaii Aggregator L.P., with several upstream KKR entities listed as indirect reporting persons, all of whom disclaim beneficial ownership except to the extent of their pecuniary interest.

Insights

Equity derivatives & governance analyst

Large KKR equity swap adds HSIC exposure without current share purchase.

The filing shows KKR Hawaii Aggregator L.P. using a total return swap referencing 918,723 shares of HENRY SCHEIN INC Common Stock at a notional price of $80.55 per share. This creates economic exposure similar to owning shares, but via a derivative contract.

The transaction is coded "J" as an other derivative event and classified as restructuring, with no net buys or sells of stock reported. Several KKR entities appear as indirect reporting persons and expressly disclaim beneficial ownership beyond pecuniary interest. This suggests a structured exposure rather than a straightforward insider share purchase or sale.

The swap gives KKR Hawaii Aggregator L.P. the right to acquire, and obligates the counterparty to deliver, 918,723 shares upon settlement. Future disclosures around any actual share settlement or changes in this notional position would clarify how much of this derivative exposure converts into direct ownership over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KKR Hawaii Aggregator L.P., KKR Hawaii Aggregator GP LLC, KKR North America Fund XIII SCSp, KKR Associates North America XIII SCSp, KKR North America XIII S.a r.l., KKR North America XIII Holdings Ltd

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Equity Swap (obligation to purchase)	918,723	$0.00	--

Holdings After Transaction: Equity Swap (obligation to purchase) — 918,723 shares (Indirect, See Footnotes)

Footnotes (1)

1. On February 26, 2026, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On March 6, 2026, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 918,723 shares of Common Stock and the notional price per share was determined to be $80.55. Pursuant to the Swap, KKR Hawaii Aggregator L.P. has the right to acquire, and the counterparty has the obligation to deliver to KKR Hawaii Aggregator L.P., an aggregate of 918,723 shares of Common Stock. Upon such acquisition and settlement of shares of Common Stock, such shares of Common Stock would be directly held by KKR Hawaii Aggregator L.P. 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. KKR Group Partnership L.P. is the sole shareholder of KKR North America XIII Holdings Limited. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KKR Hawaii Aggregator L.P.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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

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
Equity Swap (obligation to purchase)	(1)	03/06/2026		J/K(1)		918,723		03/09/2025	07/16/2027	Common Stock	918,723	(1)	918,723	I	See Footnotes(2)(3)(4)

1. Name and Address of Reporting Person^*

KKR Hawaii Aggregator L.P.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Hawaii Aggregator GP LLC

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR North America Fund XIII SCSp

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates North America XIII SCSp

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR North America XIII S.a r.l.

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR North America XIII Holdings Ltd

(Last) (First) (Middle)

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On February 26, 2026, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On March 6, 2026, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 918,723 shares of Common Stock and the notional price per share was determined to be $80.55.

2. Pursuant to the Swap, KKR Hawaii Aggregator L.P. has the right to acquire, and the counterparty has the obligation to deliver to KKR Hawaii Aggregator L.P., an aggregate of 918,723 shares of Common Stock. Upon such acquisition and settlement of shares of Common Stock, such shares of Common Stock would be directly held by KKR Hawaii Aggregator L.P. 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.

3. KKR Group Partnership L.P. is the sole shareholder of KKR North America XIII Holdings Limited. 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.

4. 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.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	See Exhibit 99.1	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did KKR report in its latest Form 4 for HENRY SCHEIN INC (HSIC)?

KKR Hawaii Aggregator L.P. reported entering a total return swap referencing 918,723 shares of Henry Schein Common Stock. The swap sets a notional price of $80.55 per share and is classified as an other derivative transaction, not an open-market stock purchase or sale.

How many HENRY SCHEIN INC (HSIC) shares are tied to KKR’s equity swap?

The equity swap covers 918,723 notional shares of Henry Schein Common Stock. This amount defines the economic exposure under the total return swap and matches the number of underlying shares shown for the derivative position in the Form 4 data and related footnotes.

Did KKR buy or sell HENRY SCHEIN INC (HSIC) shares in the market?

The Form 4 does not show an open-market buy or sell. Instead, it reports an "Equity Swap (obligation to purchase)" coded as an other transaction (J), categorized as a restructuring event with neutral net buy/sell shares, reflecting derivative exposure rather than direct trading.

What rights does the KKR swap provide regarding HENRY SCHEIN INC (HSIC) shares?

Under the swap, KKR Hawaii Aggregator L.P. has the right to acquire 918,723 Henry Schein shares, and the counterparty must deliver that amount upon settlement. Any such shares would then be held directly by KKR Hawaii Aggregator L.P., shifting exposure from derivative to physical stock ownership.

When was the notional price set for KKR’s HENRY SCHEIN INC (HSIC) swap?

The initial hedge period ended on March 6, 2026, when the notional shares were fixed at 918,723 and the notional price was determined as $80.55 per share. These terms define the economic basis for the total return swap reported in the Form 4 filing.

How do KKR’s affiliated entities report ownership in this HSIC Form 4?

Multiple KKR entities are listed as indirect reporting persons due to their positions in the ownership chain above KKR Hawaii Aggregator L.P. Each reporting person expressly disclaims beneficial ownership of the securities, except to the extent of its pecuniary interest in the derivative exposure.