[Form 4] Henry Schein Inc Insider Trading Activity

Rhea-AI Filing Summary

KKR-related entities reported an equity-swap position covering 1,874,538 shares of Henry Schein Inc (HSIC). The swap was entered into August 6, 2025, the initial hedge period completed August 12, 2025, and set a notional price of $66.19 per share. Under the total return swap, the counterparty is obligated to deliver 1,874,538 shares to KKR Hawaii Aggregator L.P., which would directly hold the shares upon settlement. The filing discloses the chain of ownership linking the reporting partnership through multiple KKR entities and includes standard disclaimers that the filers disclaim beneficial ownership except for pecuniary interests.

Positive

• Material economic exposure disclosed: 1,874,538-share notional position provides transparency to the market
• Clear chain of reporting entities explains how the position ties back to KKR affiliates

Negative

• No direct beneficial ownership yet: position is via a swap and filers disclaim ownership except for pecuniary interest
• Potential future dilution or concentration if the swap is settled into direct share ownership

Insights

Financial Analyst

TL;DR: A large equity-swap gives KKR economic exposure to 1.87M HSIC shares, creating potential near-term demand if settled.

The disclosed total-return swap covering 1,874,538 shares at a notional price of $66.19 represents material economic exposure equal to a multi-million-dollar notional position. For investors this is relevant because settlement would result in direct ownership and could affect free float and supply-demand dynamics. The structure (swap with delivery obligation) means the counterparty bears delivery risk while KKR holds the economic upside/ downside. The multi-tiered ownership chain is standard for private fund arrangements and the filers expressly disclaim beneficial ownership beyond pecuniary interest.

Corporate Governance Expert

TL;DR: KKR affiliates disclosed an arrangement that may convert to direct shares, requiring disclosure under Section 16.

The Form 4 correctly reports a derivatives-based position (equity swap) that can result in acquisition of 1,874,538 common shares. The filing clarifies the reporting persons and ownership chain among KKR entities and includes the customary disclaimer of beneficial ownership. From a governance perspective, conversion into direct holdings would increase institutional ownership and could trigger additional reporting or required filings by affiliates. No executive changes or related-party transactions beyond the swap are disclosed.

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

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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^*

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)
08/12/2025

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)	08/12/2025		J/K(1)		1,874,538		08/13/2025	07/16/2027	Common Stock	1,874,538	(1)	1,874,538	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 August 6, 2025, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On August 12, 2025, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 1,874,538 shares of Common Stock and the notional price per share was determined to be $66.19.

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 1,874,538 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	08/14/2025
	** 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 transaction did KKR report for HSIC on this Form 4?

KKR Hawaii Aggregator L.P. reported a total return (equity) swap covering 1,874,538 shares of Henry Schein Inc common stock.

At what notional price was the HSIC swap set?

The notional price per share for the swap was set at $66.19.

Would KKR directly hold HSIC shares immediately?

Not until settlement: the swap gives KKR the right to acquire and the counterparty the obligation to deliver the shares, which would be directly held by KKR Hawaii Aggregator L.P. upon settlement.

How many shares would KKR hold if the swap is settled into stock?

The swap covers 1,874,538 shares, which is the number that would be delivered and directly held upon settlement.

Does the filing assert KKR beneficially owns the reported shares?

No. The reporting persons disclaim beneficial ownership of the securities except to the extent of any pecuniary interest.