KKR Expands Stake in Henry Schein Through $4.1M Equity Swap Deal

A Form 4 filing reveals significant derivative transactions by KKR-affiliated entities involving Henry Schein (HSIC) securities.

Rhea-AI Filing Summary

A Form 4 filing reveals significant derivative transactions by KKR-affiliated entities involving Henry Schein (HSIC) securities. On June 16, 2025, KKR Hawaii Aggregator L.P., a 10% owner, entered into an equity swap transaction covering 57,348 shares of common stock at a notional price of $71.07 per share.

Key details of the derivative transaction:

• Transaction involves an obligation to purchase through an equity swap
• Exercise period: June 17, 2025 to July 16, 2027
• Transaction executed through multiple KKR entities, including KKR Hawaii Aggregator L.P., KKR North America Fund XIII SCSp, and related entities
• Structured as a total return swap with a third-party financial counterparty

The filing includes detailed ownership structure disclosures through various KKR entities, ultimately traced to KKR Management LLP and founding partners Henry R. Kravis and George R. Roberts. All reporting persons have disclaimed beneficial ownership except for their respective pecuniary interests.

Positive

• KKR, a major private equity firm, entered into a total return swap agreement for 57,348 shares of Henry Schein at $71.07 per share, signaling institutional confidence in the company

Negative

• None.

Insider Trade Summary

Other: 57,348 shares

Other 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)	57,348	$0.00	$0.00

Holdings After Transaction: Equity Swap (obligation to purchase) — 57,348 contracts (Indirect, See Footnotes)

Footnotes (4)

1. F1. On June 13, 2025, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On June 16, 2025, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 57,348 shares of Common Stock and the notional price per share was determined to be $71.07.
2. F2. 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 57,348 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. F3. 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. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction occurred at HSIC on June 16, 2025?

KKR Hawaii Aggregator L.P., a 10% owner of Henry Schein (HSIC), entered into an equity swap transaction involving 57,348 shares of common stock at a notional price of $71.07 per share. The swap gives KKR the right to acquire these shares from the counterparty.

Who is KKR Hawaii Aggregator L.P. in relation to Henry Schein (HSIC)?

KKR Hawaii Aggregator L.P. is a 10% owner of Henry Schein (HSIC). It's part of the broader KKR structure, with KKR Hawaii Aggregator GP LLC serving as its general partner, and ultimately connected to KKR & Co. Inc. through various organizational entities.

What are the terms of HSIC's equity swap transaction filed on June 28, 2025?

The equity swap transaction has an exercise date of June 17, 2025, and expires on July 16, 2027. It covers 57,348 shares of HSIC common stock at a notional price of $71.07 per share. The swap gives KKR Hawaii Aggregator L.P. the right to acquire, and obligates the counterparty to deliver, these shares.

Who are the ultimate controlling persons of the HSIC shares involved in this Form 4 filing?

According to the filing, Henry R. Kravis and George R. Roberts, as founding partners of KKR Management LLP, are the ultimate controlling persons. However, the filing notes that each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/18/2025 - 07:24 PM Learn about SEC filing dates

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)
06/16/2025

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)	06/16/2025		J/K(1)		57,348		06/17/2025	07/16/2027	Common Stock	57,348	(1)	57,348	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 June 13, 2025, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On June 16, 2025, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 57,348 shares of Common Stock and the notional price per share was determined to be $71.07.

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 57,348 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	06/18/2025
	** Signature of Reporting Person	Date
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