Henry Schein SEC Filings

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.

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.

Stanley M. Bergman, Chairman and CEO of Henry Schein, Inc. (HSIC), reported a transaction on 08/13/2025. The filing shows a gift of 1,650 shares (reported as disposition) and lists his beneficial ownership following the transaction as 322,097 shares directly. The form also discloses 465,961 shares indirectly attributable to his spouse and 9,788 equivalent shares held in the company 401(k) unitized stock fund.

The filing was signed by an attorney-in-fact on 08/14/2025 and includes explanations that the indirect holdings arise from family trusts, LLCs, spouse ownership and the 401(k) calculation based on the 08/13/2025 closing price. No derivative transactions or other material changes are reported.

Henry Schein director Daniel William K reported acquiring 10,000 shares of common stock on 08/07/2025 at a price of $67.08. After that reported purchase, the filing shows 10,000 shares beneficially owned indirectly through a trust for which the reporting person and spouse serve as co‑trustees.

The Form 4 also lists a disposition of 2,849 shares; the table does not provide a transaction date or a price for that disposition, so timing and proceeds are not specified in the filing.

KKR and affiliated funds report beneficial ownership of 15,709,380 shares of Henry Schein common stock, equating to approximately 13.0% of the 121,268,398 shares outstanding. The filing discloses derivative transactions: a June total return swap covering 57,348 notional shares at a notional price of $71.07 and an August total return swap with Nomura referencing 1,874,538 shares for which KKR elected physical settlement. KKR states it may acquire additional shares up to a 14.9% equity stake under a Partnership Agreement. The filing also clarifies that referenced swaps do not confer voting or disposition rights until settlement.

Henry Schein (HSIC) Q2 FY25 10-Q key takeaways: Net sales grew 3.3% YoY to $3.24 bn, led by Global Distribution & Value-Added Services (+2.9%), Global Specialty Products (+4.3%) and Global Technology (+7.1%). Gross margin contracted 120 bp to 31.3%, and operating income slipped 5% to $151 m, lowering the operating margin to 4.7%. Net income attributable to HSIC fell 17% to $86 m, driving diluted EPS down to $0.70 (-$0.10 YoY).

First-half view: Revenue rose 1.6% to $6.41 bn; diluted EPS improved 4% to $1.58 on tighter SG&A and a 4% lower share count. Operating cash flow dropped to $157 m (vs $493 m) due to working-capital build. The company repurchased $450 m of stock and issued $250 m of equity tied to the KKR investment/ASR, leaving 121.9 m shares outstanding. Cash increased to $145 m while long-term debt climbed $260 m to $2.09 bn, lifting leverage. Year-to-date restructuring and cyber-incident charges total $48 m but were partly offset by $20 m of insurance recoveries. Management implemented a new three-segment structure and notes upcoming FASB disclosure rules, with no material policy changes this quarter.

KKR Group Partnership and affiliated entities reported a significant derivative transaction involving Henry Schein (HSIC) stock. On June 16, 2025, KKR Hawaii Aggregator L.P. executed a total return swap agreement covering 57,348 shares of common stock at a notional price of $71.07 per share.

Key details of the transaction:

• The swap agreement grants KKR Hawaii Aggregator L.P. the right to acquire the shares from the counterparty
• The derivative security is exercisable from June 17, 2025, with an expiration date of July 16, 2027
• Multiple KKR entities are listed as 10% owners, including KKR Group Partnership L.P., KKR & Co., and KKR Management LLP
• Henry Kravis and George Roberts, as founding partners of KKR Management LLP, are indirect beneficial owners

The filing includes disclaimers stating that each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest in the securities.