Henry Schein (HSIC) EVP Mark Mlotek receives stock grant and gifts shares

Rhea-AI Filing Summary

Henry Schein EVP and Chief Strategic Officer Mark E. Mlotek reported routine equity compensation and a small gift of shares. He donated 300 shares of Henry Schein common stock as a bona fide gift. He also received 27,061 restricted stock units under the 2024 Stock Incentive Plan, split between performance-based units that vest on the third anniversary based on specified goals and time-based units vesting over four years, all subject to continued service. After these changes, he holds 104,300 shares directly, plus additional indirect holdings through family trusts and a 401(k) plan.

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^*

MLOTEK MARK E

(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 Strategic 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		G		300	D	$0.00(1)	77,239(2)	D
Common Stock, par value $0.01 per share	03/06/2026		A		27,061(3)	A	$0.00	104,300(2)	D
Common Stock, par value $0.01 per share								7,416	I	As Trustee of trusts for the benefit of family members.
Common Stock, par value $0.01 per share								4,085	I	By 401(k) plan(4)

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. Gift, not applicable.

2. Includes shares of Issuer's common stock held in joint tenancy with reporting person's spouse.

3. 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%.

4. 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 Mark E. Mlotek)	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 insider transactions did HSIC executive Mark E. Mlotek report on March 6, 2026?

Mark E. Mlotek reported two main changes: a bona fide gift of 300 Henry Schein common shares and an equity award of 27,061 restricted stock units under the 2024 Stock Incentive Plan. The filing also updates his direct and indirect share holdings.

How many Henry Schein (HSIC) shares did Mark Mlotek receive in his latest equity grant?

Mark Mlotek received 27,061 restricted stock units tied to Henry Schein common stock. Half are performance stock units vesting on the third anniversary if specified goals are met, and half are time-based units vesting ratably over four years, subject to continued service.

How are Mark Mlotek’s new Henry Schein (HSIC) PSUs and RSUs structured?

The grant is split evenly: 50% performance stock units vesting on the third anniversary upon achievement of specified performance goals, and 50% restricted stock units vesting in equal installments on each of the first four anniversaries. All vesting requires continued service, and PSU payout can range from 0% to 200%.

How many Henry Schein (HSIC) shares does Mark Mlotek hold after these transactions?

After the reported transactions, Mark Mlotek directly holds 104,300 Henry Schein common shares. He also has indirect interests in 7,416 shares as trustee of family trusts and 4,085 equivalent shares in the company’s 401(k) savings plan through a unitized stock fund.

Was Mark Mlotek’s 300-share Henry Schein (HSIC) transfer a sale or a gift?

The 300-share transfer was a bona fide gift, not a sale. It was reported with transaction code G, and the footnote clarifies it as a gift with no applicable price, distinguishing it from open-market selling activity in Henry Schein stock.

What does the Henry Schein (HSIC) 401(k) holding disclosure mean for Mark Mlotek?

The filing notes that part of Mlotek’s indirect holdings are equivalent shares in a unitized Henry Schein stock fund within the company’s 401(k) plan. These equivalents are calculated using the stock’s closing price on March 6, 2026, and represent retirement-plan exposure, not directly held shares.