Henry Schein (NASDAQ: HSIC) CEO receives new stock option and RSU awards

Rhea-AI Filing Summary

Henry Schein Inc. reported that CEO Frederick M. Lowery received new equity compensation awards. He was granted stock options for 177,116 shares with an exercise price of $77.60 per share, expiring in 2036, which vest in equal parts over four years, subject to continued service.

Lowery also received 64,433 shares of common stock as restricted stock units under the 2024 Stock Incentive Plan. Half of these are performance stock units that vest on the third anniversary based on achievement of specified goals, with payout ranging from 0% to 200%, and half are time-based RSUs vesting over four years. Following these grants, he directly owns 95,156 common shares in addition to the new option award.

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^*

Lowery Frederick M.

(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)

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

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		A		64,433(1)	A	$0	95,156	D

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
Stock Option Right to Buy(2)	$77.6	03/06/2026		A		177,116		(3)	03/06/2036	Common Stock, par value $0.01 per share.	177,116	$0.00	177,116	D

Explanation of Responses:

1. 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%.

2. Acquired pursuant to the Issuer's 2024 Stock Incentive Plan.

3. Subject to certain exceptions, the options will vest ratably on each of the first four anniversaries of the grant date subject to reporting person's continued performance of services for the Issuer.

	/s/ Jennifer Ferrero (as attorney-in-fact for Frederick M. Lowery)	03/10/2026
	** 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 stock option grant did Henry Schein (HSIC) CEO Frederick Lowery receive?

Frederick Lowery received stock options covering 177,116 shares of Henry Schein common stock at an exercise price of $77.60 per share. These options vest ratably over four years and expire in 2036, serving as a long-term incentive tied to future company performance.

How many restricted stock units did HSIC grant to CEO Frederick Lowery?

Henry Schein granted Frederick Lowery 64,433 restricted stock units of common stock. Half are performance stock units that vest on the third anniversary based on specified goals, and half are time-based RSUs vesting over four years, all conditioned on continued service with the company.

How do Frederick Lowery’s performance stock units at Henry Schein vest?

Half of the 64,433 restricted stock units are performance stock units that vest on the third anniversary of grant. Their payout scales with performance from 0% to up to 200% of target, based on achievement of specified performance goals and continued service through the vesting date.

What are the vesting terms for Frederick Lowery’s Henry Schein stock options?

The options for 177,116 shares at $77.60 per share vest ratably on each of the first four anniversaries of the grant date. Vesting is conditioned on Lowery’s continued performance of services for Henry Schein, aligning the award with multi-year retention and incentive goals.

How many Henry Schein common shares does Frederick Lowery hold after these grants?

After the March 6, 2026 grants, Frederick Lowery directly holds 95,156 Henry Schein common shares. This is in addition to his new option award for 177,116 shares, reflecting a significant portion of his compensation being equity-based and tied to the company’s stock.

Were Frederick Lowery’s recent HSIC equity awards open-market purchases?

No. The transactions were grants under Henry Schein’s 2024 Stock Incentive Plan, not open-market purchases or sales. Both the stock options and the 64,433 restricted stock units are compensation-related awards with vesting conditions rather than discretionary trades in the public market.