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

Securities Analyst

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.

Corporate Governance Expert

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.

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
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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 Group Partnership 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 Group Partnership 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 Group Holdings Corp.

(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 Group Co. Inc.

(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 & Co. Inc.

(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 Management LLP

(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^*

KRAVIS HENRY R

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

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^*

ROBERTS GEORGE R

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

2800 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(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 did the Form 4 filed for HSIC disclose on 08/12/2025?

The filing disclosed an equity total return swap with a notional of 1,874,538 shares and a notional price of $66.19 per share.

Who are the reporting persons on this Form 4 for HSIC?

Multiple KKR-related entities are listed, including KKR Group Partnership L.P., KKR Group Holdings Corp., KKR & Co. Inc., KKR Management LLP, and individuals Henry R. Kravis and George R. Roberts.

What are the key dates associated with the reported derivative position in HSIC?

The initial hedge period completed and the swap was fixed on 08/12/2025; the position is described as exercisable starting 08/13/2025 with expiration on 07/16/2027.

Does the Form 4 report direct beneficial ownership of HSIC shares?

No. The reporting persons disclaim beneficial ownership of the securities reported except to the extent of any pecuniary interest; the position is through a swap.

What would happen upon settlement of the swap according to the filing?

Upon settlement, the counterparty would be obligated to deliver 1,874,538 shares of common stock to KKR Hawaii Aggregator L.P., which would directly hold those shares.