KKR Affiliates Report $66.19 Notional Equity Swap Covering 1.87M HSIC Shares
Rhea-AI Filing Summary
KKR-affiliated parties reported an equity swap covering 1,874,538 shares of Henry Schein Inc. (HSIC). The reporting indicates the swap's notional price was determined at $66.19 per share after an initial hedge period completed on 08/12/2025. The instrument is described as an equity swap (obligation to purchase) with the notional shares exercisable beginning 08/13/2025 and an expiration date of 07/16/2027. Multiple KKR-related entities and individuals are listed as reporting persons and disclaim direct beneficial ownership except for pecuniary interests. The filing is a Form 4 disclosure of a derivative position rather than a direct open-market purchase or sale.
Positive
- Large notional position disclosed, enhancing transparency about KKR-related economic exposure to HSIC
- Clear chain of affiliate reporting and explanatory footnotes clarify how underlying shares would be held upon settlement
Negative
- Exposure is through a total return/equity swap, not direct ownership, which may limit visibility into actual share transfers until settlement
- File indicates significant notional size (1,874,538 shares), which could represent a meaningful stake depending on HSIC's outstanding shares
Insights
TL;DR: Large equity swap disclosed by KKR affiliates covering 1.87M HSIC shares at $66.19 notional; disclosure improves market transparency.
The Form 4 shows a total return swap set with a financial counterparty where the notional exposure equals 1,874,538 shares at a notional price of $66.19. The position became fixed after an initial hedge period on 08/12/2025 and is documented as exercisable beginning 08/13/2025 through 07/16/2027. For investors, this is a disclosure of derivative economic exposure rather than an immediate change to the company’s share count. The filing clarifies ownership chains among multiple KKR entities and the reporting persons' disclaimer of beneficial ownership beyond pecuniary interest.
TL;DR: KKR-related entities filed coordinated Section 16 disclosure of a sizeable notional derivative position in HSIC, with legal disclaimers of beneficial ownership.
The statement identifies a structured chain of affiliated entities culminating with KKR Group Partnership L.P. and related holding companies, and lists Messrs. Kravis and Roberts among reporting persons. Footnotes disclose the swap terms and the pathway by which delivered shares would be held. The standard disclaimer that reporting persons disclaim beneficial ownership except for pecuniary interest is included. This filing fulfills Section 16 transparency obligations for derivative exposure by insiders and affiliates.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Equity Swap (obligation to purchase) | 1,874,538 | $0.00 | -- |
Footnotes (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. 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. 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. 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.
