Henry Schein (NASDAQ: HSIC) COO logs stock disposals tied to award vesting

Rhea-AI Filing Summary

Henry Schein’s EVP & Chief Operating Officer Michael S. Ettinger reported dispositions of company stock tied to equity award vesting, rather than open-market sales. On February 27, 2026, he disposed of 9,047 shares of common stock back to the issuer and an additional 914 shares at $82.39 per share to satisfy tax withholding obligations on his March 1, 2023 performance-based restricted stock/unit grant, according to the footnotes. After these transactions, he directly held 91,661 shares and had an indirect interest in the equivalent of 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)
02/27/2026

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	02/27/2026		D		9,047	D	$0	92,575	D
Common Stock, par value $0.01 per share	02/27/2026		F		914(1)	D	$82.39	91,661	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. Represents the surrender of shares to the Issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the reporting person's March 1, 2023 grant of performance-based restricted stock/units. (Actual vesting date of March 1, 2026 was a non-business day so vesting occurred on the preceding business day.)

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 February 27, 2026.

	/s/ Jennifer Ferrero (as attorney-in-fact for Michael S. Ettinger)	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Henry Schein (HSIC) executive Michael S. Ettinger report in this Form 4?

Michael S. Ettinger reported stock dispositions related to equity award vesting. He surrendered 9,047 shares to the issuer and 914 shares at $82.39 per share for tax withholding, all on February 27, 2026, rather than executing open-market sales.

Were Michael S. Ettinger’s HSIC share transactions open-market sales?

No, the transactions were not open-market sales. The filing shows a disposition to the issuer and a tax-withholding share surrender connected to vesting of a March 1, 2023 performance-based restricted stock/unit grant, as detailed in the accompanying explanatory footnote.

How many Henry Schein (HSIC) shares did Michael S. Ettinger dispose of?

He disposed of a total of 9,961 shares of common stock. This includes 9,047 shares returned to the issuer and 914 shares surrendered at $82.39 per share specifically to cover his tax withholding obligations on a vesting equity award.

What are Michael S. Ettinger’s HSIC holdings after these Form 4 transactions?

After the reported transactions, he directly held 91,661 shares of Henry Schein common stock. He also had an indirect interest equivalent to 210 shares via the unitized stock fund in the Henry Schein, Inc. 401(k) Savings Plan, based on the stated calculation method.

What does the Form 4 disclose about Michael S. Ettinger’s 401(k) holdings in HSIC?

The Form 4 notes his interest in equivalent Henry Schein shares in the company 401(k) Savings Plan. These are held in a unitized stock fund of stock plus cash, with his 210 equivalent shares calculated using the February 27, 2026 closing stock price.

Why were some of Michael S. Ettinger’s Henry Schein shares surrendered?

Shares were surrendered to satisfy tax withholding on a vesting equity award. The footnote explains this involved his March 1, 2023 performance-based restricted stock/unit grant, which effectively vested on February 27, 2026, a preceding business day to the scheduled vesting date.