{"url_path":"/sec/hsic/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-24","source_url":"https://www.sec.gov/Archives/edgar/data/1000228/0001000228-26-000013-index.html","accession_number":"0001000228-26-000013","cik":"0001000228","ticker":"HSIC","issuer_name":"HENRY SCHEIN INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1000228/0001000228-26-000013-index.html","primary_entity_key":"0001000228","primary_entity_name":"HENRY SCHEIN INC"},"word_count":16189,"has_tables":false,"body_markdown":"ITEM 1.\n\nBusiness\n\nGeneral\n\nHenry Schein, Inc. is a solutions company for health care professionals powered\n\nby a network of people and\n\ntechnology.\n\nWe believe we are the world’s largest\n\nprovider of health care products and services primarily to\n\noffice-\n\nbased dental and medical practitioners, as well as alternate sites of care.\n\nOur philosophy is grounded in our\n\ncommitment to serve as trusted advisors and help customers operate a more\n\nefficient and successful business so the\n\npractitioner can provide better clinical care.\n\nWith 94 years of experience distributing health care products, we have built a vast base of small, mid-sized\n\nand\n\nlarge customers in the dental and medical markets, serving more than one million customers worldwide\n\nacross\n\ndental practices, laboratories,\n\nphysician practices, and ambulatory surgery centers, as well as government,\n\ninstitutional health care clinics, home health providers, and other alternate care\n\nclinics.\n\nWe are headquartered in Melville, New York\n\nand employ more than 25,000 people.\n\nApproximately 48% of our\n\nworkforce is based in the United States and 52% outside of the United States.\n\nOur operations or affiliates are\n\nlocated in 34 countries and territories.\n\nOur broad global footprint has evolved over time through\n\norganic growth as\n\nwell as through the contribution from our strategic acquisitions.\n\nWe stock a comprehensive selection of more than 300,000 branded and Henry Schein corporate brand products\n\nthrough our network.\n\nOur infrastructure, including over 5.4 million square feet of\n\nspace in 38 strategically located\n\ndistribution centers and 0.6 million square feet of space in 17 manufacturing\n\nfacilities around the world, enables us\n\nto historically provide rapid and accurate order fulfillment, better serve our\n\ncustomers and increase our operating\n\nefficiency.\n\nThis infrastructure, together with broad product and service offerings\n\nat competitive prices, and a strong\n\ncommitment to customer service, enables us to be a single source of supply\n\nfor our customers’ needs, which we\n\nbelieve is a competitive advantage.\n\nWe conduct our business through three reportable segments:\n\n•\n\nGlobal Distribution and Value-Added Services: distribution to the global dental and medical markets of\n\nnational brand and corporate brand merchandise, as well as equipment and related\n\ntechnical services.\n\nThis\n\nsegment also includes value-added services such as financial\n\nservices, continuing education services,\n\nconsulting and other practice services.\n\nThis segment also markets and sells under our own corporate\n\nbrand,\n\na portfolio of cost-effective, high-quality consumable merchandise;\n\n•\n\nGlobal Specialty Products: manufacturing, marketing and sales of dental\n\nimplant and biomaterial products;\n\nendodontic, orthodontic and orthopedic products and other health\n\ncare-related products and services; and\n\n•\n\nGlobal Technology: development and distribution of practice management software, e-services, and other\n\nproducts, which are distributed to health care providers.\n\nRecent Developments\n\nSee “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent\n\nDevelopments” herein for a discussion related to recent Company developments.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n4\n\nIndustry\n\nThe distribution and value-added services industry, as it relates to office-based health care practitioners, is\n\nfragmented and diverse.\n\nThe industry spans a wide spectrum, from sole practitioners or small\n\nindependent offices\n\nto mid-size and large group practices.\n\nThese larger organizations may include just a few clinicians or scale to\n\nseveral hundred practices, often owned and operated by dental support organizations\n\n(DSOs) or integrated delivery\n\nnetworks (IDNs).\n\nDue in part to the limited capacity of office-based health care practitioners\n\nto store and manage large quantities of\n\nsupplies in their offices, the distribution of health care supplies and small equipment\n\nto office-based health care\n\npractitioners has been characterized by frequent, small quantity orders,\n\nand a need for rapid, reliable and\n\nsubstantially complete order fulfillment.\n\nThe purchasing decisions within an office-based health care practice\n\nare\n\ntypically made by the practitioner, hygienist or office manager.\n\nSupplies and small equipment are generally\n\npurchased from more than one distributor, with one generally serving as the primary supplier.\n\nThe distribution and value-added services industry should benefit from\n\nfavorable long-term macro trends that\n\nshould help stimulate patient traffic and demand for products and services.\n\nThis includes an aging population,\n\nincreased health care awareness and the importance of preventive care,\n\nan increasing understanding of the\n\nconnection between good oral health and overall health, improved access\n\nto care globally, the proliferation of\n\nmedical technology and testing, new pharmacology treatments and\n\nexpanded third-party insurance coverage,\n\npartially offset by the effects of unemployment on insurance coverage and technological\n\nimprovements, including\n\nthe advancement of software and services, prosthetic solutions and telemedicine.\n\nIn addition, the non-acute market\n\ncontinues to benefit from the shift of procedures and diagnostic\n\ntesting from acute care settings to alternate-care\n\nsites, particularly physicians’ offices and ambulatory surgery centers.\n\nCustomer consolidation will likely lead to multiple locations under\n\ncommon management and the movement of\n\nmore procedures from the hospital setting to the physician or alternate\n\ncare setting, as the health care industry is\n\nincreasingly focused on efficiency and cost containment.\n\nThis trend has benefited distributors capable of providing\n\na broad array of products and services at low prices.\n\nIt also has accelerated the growth of Health Maintenance\n\nOrganizations (“HMOs”), management service organizations, group practices, other managed\n\ncare accounts and\n\ncollective buying groups such as Dental Service Organizations (“DSOs”) and Group Purchasing\n\nOrganizations\n\n(“GPOs”), which, in addition to their emphasis on obtaining products\n\nat competitive prices, tend to favor\n\ndistributors capable of providing specialized management information\n\nsupport.\n\nWe believe that the trend towards\n\ncost containment has the potential to favorably affect demand for technology solutions,\n\nincluding software, which\n\ncan enhance the efficiency and facilitation of practice management.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n5\n\nCompetition\n\nThe distribution and manufacture of health care supplies and equipment is\n\nhighly competitive.\n\nMany of the health\n\ncare products we sell are available to our customers from a number of suppliers.\n\nIn addition, our competitors could\n\nobtain exclusive rights from manufacturers to market particular products.\n\nManufacturers also could seek to sell\n\ndirectly to end-users and thereby eliminate or reduce our role and\n\nthat of other distributors.\n\nIn certain parts of the\n\ndental end market, such as those related to dental specialty products, and\n\nmedical end market manufacturers already\n\nsell directly to end customers.\n\nIn North America, we compete with other distributors, as well as several\n\nmanufacturers, of dental and medical\n\nproducts, primarily on the basis of price, breadth of product line, e-commerce\n\ncapabilities, customer service and\n\nvalue-added products and services.\n\nIn the dental distribution market, our primary competitors in the U.S. are\n\nthe\n\nPatterson Dental division of Patterson Companies, Inc. and Benco Dental Supply\n\nCompany.\n\nIn addition, we\n\ncompete against a number of other distributors that operate on a national,\n\nregional and local level.\n\nOur primary\n\ncompetitors in the U.S. medical distribution market, which accounts\n\nfor the large majority of our global medical\n\nsales, are McKesson Corporation and Medline Industries, Inc., which are national\n\ndistributors.\n\nWe also compete\n\nwith a number of regional and local medical distributors, as well as a number\n\nof manufacturers that sell directly to\n\nphysicians and patients in their homes.\n\nOutside of the U.S., we believe we are the only global distributor of supplies\n\nand equipment to dental practices, and\n\nour competitors are primarily local and regional companies.\n\nWe compete on the basis of price and customer service\n\nagainst several large competitors, including Cadence Group, Proclinic Group, DD\n\nGroup, Nuent Group, Lifco AB,\n\nPlanmeca Group, Dental Union, and Dental Bauer, as well as a large number of other dental and medical product\n\ndistributors and manufacturers.\n\nWithin Global Specialty Products, our primary global competitors include Straumann, Envista, Zimvie,\n\nand\n\nDentsply Sirona for dental implants.\n\nThese companies, along with Geistlich Pharma AG and Botiss Biomaterials\n\nGmbH, also compete with us in the biomaterials for dental tissue\n\nregeneration market.\n\nWithin Global Technology,\n\nwe compete against numerous dental software providers, including the Eaglesoft\n\ndivision of Patterson Companies, Inc., Carestream Dental LLC, Centaur Software\n\nDevelopment Co Pty Ltd. (d.b.a.\n\ndental4windows, dental4web), Open Dental Software, Inc., PlanetDDS\n\nLLC, Good Methods Global Inc. (d.b.a.\n\nCareStack), Curve Dental, LLC., the NextGen division of Quality Systems,\n\nInc., eClinicalWorks and Epic Systems\n\nCorporation.\n\nIn other software end markets, including revenue cycle management,\n\npatient relationship\n\nmanagement and patient demand generation, we compete with companies\n\nsuch as Vyne\n\nMedical, Dental\n\nIntelligence, and Weave Communications, Inc.\n\nMany of these competitors connect to our software platforms\n\nthrough our API program.\n\nManufacturing and Raw Materials\n\nWe manufacture certain of our specialty products (dental implants, endodontics, and orthopedics) at our 17\n\ncompany manufacturing sites.\n\nWe also outsource certain manufactured products to third parties.\n\nWe purchase our\n\nraw materials from distributors or mills.\n\nAlthough no single supplier is material, raw materials may be sourced\n\nfrom a single supplier or a limited number of suppliers for reasons\n\nof quality assurance, regulatory requirements,\n\ncost, and availability.\n\nWe believe that we have a readily available supply of raw materials and components sourced from various suppliers\n\nfor our major product lines with some redundancy to ensure product availability.\n\nIn recent periods, we have\n\nexperienced increased costs due to labor cost increases, source of supply, and tariffs, which may have had a\n\nnegative impact on our profit margins.\n\nIn most cases, through negotiations, consolidation of suppliers,\n\nand\n\ninsourcing, we have been able to reduce the impact.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n6\n\nCompetitive Strengths\n\nWe have 94 years of experience in distributing products to health care practitioners resulting in strong awareness of\n\nthe Henry Schein\n\n®\n\nbrand.\n\nOur competitive strengths include:\n\nA focus on understanding and meeting our customers’ unique needs.\n\nLeveraging our deep expertise in the end\n\nmarkets we serve, we are committed to providing customized value-driven products\n\nand solutions to our customers\n\nthat reflect the technology-driven services best suited for their practice\n\nneeds.\n\nWe are committed to continuing to\n\nenhance these offerings through organic investment in our portfolio and our teams, as well as\n\nthrough the\n\nacquisition of new products and services that may help us better serve\n\nour customers.\n\nDirect sales and marketing expertise.\n\nOur sales and marketing efforts are designed to establish and solidify\n\ncustomer relationships through coordinated and tailored engagement strategies\n\nthat connect customers where and\n\nhow they prefer.\n\nWe deliver value by emphasizing our broad product lines, including exclusive distribution\n\nagreements, competitive prices and ease of order placement, particularly\n\nthrough our e-commerce platforms.\n\nThe\n\nkey elements of our direct sales and marketing efforts are:\n\n•\n\nField sales consultants.\n\nOur field sales consultants, including equipment and specialty sales specialists,\n\ncovering major North American, European and other international\n\nmarkets.\n\nThese consultants complement\n\nour direct marketing and telesales efforts and enable us to better market, service\n\nand support the sale of\n\nmore sophisticated products and equipment.\n\n•\n\nOmni-channel marketing.\n\nWe market to existing and prospective office-based health care providers\n\nthrough a combination of owned, earned and paid digital channels, tradeshows,\n\nas well as through catalogs,\n\nflyers, direct mail and other promotional materials.\n\nOur strategies include an emphasis on educational\n\ncontent through webinars and content marketing initiatives.\n\nWe continue to leverage our marketing\n\ntechnology and data insights to improve our targeting capability and the relevance of messaging\n\nand offers.\n\n•\n\nTelesales.\n\nWe support our direct marketing effort with inbound and outbound telesales representatives,\n\nwho facilitate order processing, generate new sales through direct and frequent\n\ncontact with customers and\n\nstay abreast of market developments and the hundreds of new products,\n\nservices and technologies\n\nintroduced each year to educate practice personnel.\n\nThrough automation and skilled agents, we have\n\nstrengthened our support model, enhancing the customer experience.\n\n•\n\nElectronic commerce solutions.\n\nWe provide our customers and sales teams with innovative and\n\ncompetitive e-commerce solutions.\n\nWe continue to invest in our e-commerce platforms so customers can\n\nfind the products they need and to enable an engaging purchase experience,\n\nsupported by excellent\n\ncustomer service.\n\nAdditionally, we have built enhanced account management tools that meet the needs of\n\ncustomers of all sizes.\n\nOur global e-commerce platform,\n\nhenryschein.com, focuses on accelerating the\n\nadoption of digital commerce technologies across our Company, driving the transformation of our business\n\nstrategy and operations using digital technology, and enabling the growth of digital sales revenue.\n\n•\n\nSocial media.\n\nOur operating entities and employees engage our customers and\n\nsupplier partners through\n\nvarious social media platforms, which are an important element of our\n\ncommunications and marketing\n\nefforts.\n\nWe continue to expand our social media presence to raise awareness about issues, engage\n\ncustomers beyond a sale and deliver services and solutions to specialized\n\naudiences.\n\nCost-effective purchasing\n\n.\n\nWe believe that cost-effective purchasing is a key element to maintaining and enhancing\n\nour position as a competitively priced provider of health care products.\n\nWe continuously evaluate our purchase\n\nrequirements and suppliers’ offerings and prices in order to obtain products at the\n\nlowest possible cost.\n\nIn 2025,\n\nour top 10 Global Distribution and Value-Added Services suppliers and our single largest supplier accounted for\n\napproximately 25% and 4%, respectively, of our aggregate purchases.\n\nEfficient distribution\n\n.\n\nWe distribute our products from our 38 strategically located distribution centers.\n\nWe strive\n\nto maintain optimal inventory levels in order to satisfy customer demand\n\nfor prompt delivery and complete order\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n7\n\nfulfillment.\n\nThese inventory levels are managed on a daily basis with\n\nthe aid of our management information\n\nsystems.\n\nOnce an order is entered, it is electronically transmitted to the distribution\n\ncenter nearest the customer’s\n\nlocation for order fulfillment.\n\nSupply chain solutions.\n\nWe have implemented a fulfillment system, supported by customized inventory\n\nmanagement systems for individual practices, large group practices, and integrated\n\ndelivery networks.\n\nCommitment to superior customer service\n\n.\n\nWe maintain a strong commitment to providing superior customer\n\nservice.\n\nWe frequently monitor our customer service through customer surveys, focus groups and statistical\n\nreports.\n\nOur customer service policy primarily focuses on:\n\n•\n\nExceptional order fulfillment.\n\nWe ship an average of approximately 150,000 cartons daily.\n\n•\n\nComprehensive ordering process.\n\nCustomers may place orders 24 hours a day, 7 days a week via e-\n\ncommerce solutions, telephone, e-mail and mail.\n\nBroad product and service offerings at competitive prices.\n\nWe offer\n\na broad range of products, including the Henry\n\nSchein corporate brand, and services to our customers at competitive prices,\n\nin the following categories:\n\nGlobal Distribution and Value-Added Services\n\n•\n\nConsumable merchandise and equipment.\n\nWe distribute consumable products, small equipment, laboratory\n\nproducts, large equipment, equipment repair services, branded and generic pharmaceuticals,\n\nvaccines,\n\ndental specialty products, diagnostic tests, infection-control products and vitamins.\n\nWe stock a\n\ncomprehensive selection of more than 300,000 products and Henry Schein\n\ncorporate brand cost-effective,\n\nhigh-quality consumable merchandise and specialty products.\n\n•\n\nHome health business.\n\nWe distribute homecare medical products, including incontinence, urology, ostomy,\n\nenteral nutrition, advanced wound, and diabetes supplies, as well as\n\ncontinuous glucose monitoring devices.\n\nThese products are delivered directly to patients in their homes, providing\n\nconvenience and accessibility\n\nwhile supporting patient care and adherence to treatment plans.\n\n•\n\nValue\n\n-added products and services.\n\nWe offer a broad range of value-added solutions, including continuing\n\neducation programs for practitioners, consulting services, and practice\n\nservices.\n\nOur suite of technology-\n\ndriven tools and expert advisory services helps health care professionals\n\nenhance practice efficiency and\n\nimprove patient outcomes.\n\n•\n\nRepair services.\n\nWe have 127 equipment sales and service centers worldwide that provide a variety of\n\nrepair, installation and technical services for our health care customers.\n\nOur equipment service technicians\n\nunderstand the importance of having tools and equipment running smoothly\n\nto operate offices without\n\ninterruption.\n\nOur manufacturer-trained technicians cover major markets and deliver\n\npersonalized and local\n\nservices, providing installation and repair services for dental handpieces, dental\n\nand medical small\n\nequipment, table-top sterilizers and large dental equipment.\n\n•\n\nFinancial service\n\ns.\n\nWe offer our customers solutions in operating their practices more efficiently by\n\nproviding access to a number of financial services and products\n\nprovided by third party suppliers (including\n\nnon-recourse financing for equipment, technology and software\n\nproducts, non-recourse practice financing\n\nfor leasehold improvements, business debt consolidation and commercial\n\nreal estate, non-recourse patient\n\nfinancing and credit card processing) at rates that we believe are generally\n\nlower than what our customers\n\nwould be able to secure independently.\n\nWe also provide staffing services, dental practice valuation and\n\nbrokerage services.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n8\n\nGlobal Specialty Products\n\n•\n\nDental implants and digital solutions.\n\nWe develop, manufacture, market and distribute a broad portfolio of\n\npatented and evidence-based dental implants, prosthetic components,\n\ninstruments and digital workflow\n\nsolutions for implant-based tooth restorations.\n\nWith research and development and manufacturing facilities\n\nin the United States,\n\nSwitzerland, Germany, Brazil and France, we serve customers with various global and\n\nregional implant brands across a wide range of price segments.\n\nSupported by our specialized sales force,\n\nwe market our products and solutions in approximately 90 countries, directly\n\nto dental practices and\n\nsurgical specialists via our sales subsidiaries and network of international third-party\n\nand Henry Schein\n\ndistribution partners.\n\n•\n\nBiomaterials.\n\nWe market and distribute a broad portfolio of biomaterials for dental tissue\n\nregeneration.\n\nThe product portfolio primarily consists of a broad range of\n\nprivately branded allograft,\n\nxenograft, and synthetic biomaterials.\n\nOur dedicated biomaterial specialists support our direct implant\n\nsales force and Henry Schein oral surgery-focused distribution channels.\n\n•\n\nOrthodontics.\n\nWe develop, manufacture, and distribute a comprehensive range of orthodontic products,\n\nincluding brackets, braces, aligners, and accessories.\n\nIn collaboration with leading clinicians, our research\n\nand development teams drive innovation to enhance patient care.\n\nWith manufacturing facilities in the\n\nUnted States, Mexico, and France, we serve dental practices in over\n\n70 countries through our specialized\n\nsales force, international partners, and the Henry Schein distribution\n\nnetwork.\n\n•\n\nEndodontics\n\n.\n\nWe develop, manufacture, market and distribute a complete portfolio of endodontic products\n\nacross multiple brands catering to both endodontic specialists and general\n\npractitioners.\n\nThis includes\n\nstainless steel and NiTi shaping files, irrigation solutions, endodontic power equipment, sealers,\n\nand root\n\nrepair materials.\n\nLeveraging our research and development and manufacturing facilities\n\nin the United\n\nStates, Switzerland, and Brazil we focus on delivering meaningful\n\ninnovation to help advance endodontic\n\ncare, provide advanced training and education through a network of training\n\ncenters and digital services,\n\nand serve our customers through multiple brands and multiple channels\n\naddressing all segments of the\n\nmarket.\n\nBy investing in dedicated endo-specific competencies and resources\n\nto support our different sales\n\nchannels, we are successfully marketing our products and brands\n\nin over 90 countries.\n\n•\n\nOrthopedics\n\n.\n\nWe develop, manufacture and distribute innovative implants and instruments that are\n\ndesigned to treat injuries, diseases and disorders of the limbs, joints\n\nand related tissues in the upper and\n\nlower extremities.\n\nWe also provide surgical accessories, including blades, burs, drills, a variety of pins and\n\nwires to support orthopedic surgical procedures, and a portfolio of specialized instruments\n\ndesigned to\n\nsimplify implant removal and preserve patient bone-stock during\n\nrevision arthroplasty procedures.\n\nWe\n\nemploy an extensive global network of independent sales agencies\n\nand direct sales specialists, and we\n\npartner closely with IDNs and GPOs.\n\nThe majority of our revenue is generated in the United States market,\n\nwith the remaining revenue coming from Canada and countries in Latin America,\n\nEurope and Asia Pacific\n\nregion.\n\n•\n\nOther.\n\nWe also source or manufacture other medical and dental health care products and services that are\n\nsold to customers, including handpiece and small equipment, rotary, hand instruments, repair services,\n\nrestoratives and preventives, as well as certain other health care-related\n\nconsumable merchandise products\n\nand services.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n9\n\nGlobal Technology\n\n•\n\nWe sell practice management, business analytics, revenue cycle management, clinical workflow, artificial\n\nintelligence, patient engagement and patient demand creation software\n\nsolutions to our dental\n\ncustomers.\n\nOur practice management solutions provide practitioners with\n\nelectronic medical records,\n\npatient treatment history, analytics, billing, accounts receivable analyses and management, appointment\n\ncalendars, revenue cycle management, clinical workflow, electronic claims processing,\n\nnetwork and\n\nhardware services, e-commerce and electronic marketing services,\n\ne-Prescribe medications and prescription\n\nsolutions, sourcing third party patient payment plans, and transition\n\nservices and training and education\n\nprograms for practitioners.\n\nWe have technical representatives supporting customers using our practice\n\nmanagement solutions and services.\n\nAs of December 27, 2025, we had an active user base of approximately 95,000\n\npractices and 324,000\n\nconsumers, including users of AxiUm®, Dentally®, Dentrix Ascend®,\n\nDentalVision®, Dentrix® Dental\n\nSystems, EXACT®, Gesden®, Jarvis Analytics®, Oasis, Officite™, OrisLine®, PBS Endo®,\n\nPower\n\nPractice® Px and subscriptions for Demandforce®, Sesame, and Lighthouse\n\n360® for dental practices and\n\nDentalPlans.com® for dental patients.\n\nProducts and Services\n\nThe following table sets forth the percentage of consolidated net sales\n\nby principal categories of products and\n\nservices offered through our Global Distribution and Value-Added Services,\n\nGlobal Specialty Products, and Global\n\nTechnology reportable segments:\n\nDecember 27,\n\nDecember 28,\n\nDecember 30,\n\n2025\n\n2024\n\n2023\n\nGlobal Distribution and Value\n\n-Added Services:\n\nDental merchandise\n\n(1)\n\n36.6\n\n%\n\n37.3\n\n%\n\n38.8\n\n%\n\nDental equipment\n\n(2)\n\n13.6\n\n13.6\n\n13.5\n\nValue\n\n-added services\n\n(3)\n\n1.8\n\n1.8\n\n1.6\n\nTotal\n\nDental\n\n52.0\n\n52.7\n\n53.9\n\nMedical\n\n(4)\n\n32.5\n\n32.2\n\n31.7\n\nTotal\n\nGlobal Distribution and Value\n\n-Added Services:\n\n84.5\n\n84.9\n\n85.6\n\nGlobal Specialty Products\n\n(5)\n\n11.7\n\n11.4\n\n10.8\n\nGlobal Technology\n\n(6)\n\n5.1\n\n5.0\n\n4.9\n\nEliminations\n\n(1.3)\n\n(1.3)\n\n(1.3)\n\nTotal\n\n100.0\n\n%\n\n100.0\n\n%\n\n100.0\n\n%\n\n(1)\n\nIncludes infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum,\n\nacrylics, articulators, abrasives, PPE products and our own corporate brand of consumable merchandise.\n\n(2)\n\nIncludes dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, equipment repair\n\nservices and high-tech and digital restoration equipment.\n\n(3)\n\nConsists of financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services.\n\n(4)\n\nIncludes branded and generic pharmaceuticals, home solutions products, vaccines, surgical products, diagnostic tests, infection-\n\ncontrol products, X-ray products, equipment, PPE products, and vitamins.\n\n(5)\n\nIncludes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and\n\northopedic products and other health care-related products and services.\n\n(6)\n\nConsists of the development and distribution of practice management software, e-services and other technology-enabled products\n\nfor health care providers.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n10\n\nBusiness Strategy\n\nOur mission is to provide innovative, integrated health care products and\n\nservices; and to be trusted advisors and\n\nconsultants to our customers - enabling them to deliver the best quality patient\n\ncare and enhance their practice\n\nmanagement efficiency and profitability.\n\nOur BOLD+1 Strategic Plan consists of the following:\n\n•\n\nBuild (“B”)\n\nComplementary software, specialty, and services businesses for high growth\n\n•\n\nOperationalize (“O”)\n\nOne Distribution to deliver exceptional customer experience, increased\n\nefficiency,\n\nand growth\n\n•\n\nLeverage (“L”)\n\nOne Schein to broaden and deepen relationships with our customers\n\n•\n\nDrive (“D”)\n\nDigital transformation for our customers and for Henry Schein\n\n•\n\n+1\n\nCreate value for our stakeholders\n\nTo accomplish this, we apply our competitive strengths in executing the following strategies:\n\n•\n\nIncrease penetration of our existing customer base.\n\nWe have over one million customers worldwide and\n\nwe intend to increase sales to our existing customer base and enhance\n\nor secure our position as their\n\nprimary supplier.\n\nWe believe our offering of a broad range of products, services and support, including\n\nsoftware solutions that can help drive improved workflow efficiency and patient communications\n\nfor\n\npractices, coupled with our full-service value proposition, helps us to retain\n\nand grow our customer base.\n\n•\n\nIncrease the number of customers we serve.\n\nThis strategy includes increasing the productivity of our field\n\nsales consultants and telesales team, as well as using our customer\n\ndatabase to focus our marketing efforts\n\nin all of our operating segments.\n\nIn the dental business, we provide products and services to\n\nindependent\n\npractices, mid-market groups, and large DSOs as well as community health centers\n\nand government sites of\n\ncare.\n\nLeveraging our broad array of assets and capabilities, we offer solutions to address these\n\nnew\n\nmarkets.\n\nIn the medical business, we have expanded to serve customers\n\nlocated in settings outside of the\n\ntraditional office, such as urgent care clinics, retail, occupational health and home health settings.\n\nAs\n\nhealth care settings shift, we remain committed to serving these practitioners\n\nand providing them with the\n\nproducts and services they need.\n\n•\n\nLeverage our value-added products and services.\n\nWe continue to increase cross-selling efforts for key\n\nproduct lines utilizing a consultative selling process.\n\nWe have significant cross-selling opportunities\n\nbetween our dental software users and our dental customers, and opportunities\n\nto expand our vaccine,\n\ninjectables and other pharmaceuticals sales to health care practitioners, as\n\nwell as cross-selling Electronic\n\nHealth Record (“EHR”) systems and software when we sell our core products.\n\nOur strategy extends to\n\nproviding health systems, integrated delivery networks and other large group and\n\nmulti-site health care\n\norganizations, including physician clinics, these same value-added products and services.\n\nAs physicians\n\nand health systems closely align, we have increased access to opportunities\n\nfor cross-marketing and selling\n\nour product and service portfolios.\n\n•\n\nPursue strategic acquisitions and joint ventures.\n\nOur acquisition strategy is focused on investments in\n\ncompanies, including high growth high margin businesses aligned with our BOLD+1 strategy, that add new\n\ncustomers and sales teams, increase our geographic footprint (whether entering\n\na new country, such as\n\nemerging markets, or building scale where we have already invested in businesses),\n\nand finally, those that\n\nenable us to access new products and technologies.\n\nMarkets Served\n\nDemographic trends indicate that our markets are growing, as an\n\naging U.S. population is increasingly using health\n\ncare services.\n\nAccording to the U.S. Census Bureau’s International Database, between 2025 and 2035, the\n\npopulation of people aged 45 and older is expected to grow by approximately\n\n10%.\n\nBetween 2025 and 2045, this\n\nage group is expected to grow by approximately 17%.\n\nThis compares with expected total U.S. population growth\n\nrates of approximately 4% between 2025 and 2035 and approximately 6%\n\nbetween 2025 and 2045.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n11\n\nIn the dental industry, expenditures in in oral health care are predicted to rise as the 45-and-older segment of\n\nthe\n\npopulation increases.\n\nThere is increasing demand for new technologies that allow\n\ndentists to increase productivity,\n\nand this is being driven in the U.S. by lower insurance reimbursement\n\nrates.\n\nAt the same time, there is an expected\n\nincrease in dental insurance coverage.\n\nIn the medical market, there continues to be a migration of procedures from\n\nacute-care settings to physicians’\n\noffices and home health settings, a trend that we believe provides additional opportunities\n\nfor us.\n\nThere also is the\n\ncontinuing use of vaccines, injectables and other pharmaceuticals in alternate-care\n\nsettings.\n\nWe believe we have\n\nestablished a leading position as a vaccine supplier to the office-based physician\n\npractitioner.\n\nWe support our dental and medical professionals through the many SKUs that we offer, as well as through\n\nimportant value-added services, including practice management software,\n\nelectronic claims processing, financial\n\nservices and continuing education, all designed to help maximize a practitioner’s\n\nefficiency.\n\nAdditionally, we seek to expand our dental full-service model and medical offerings in countries where\n\nopportunities exist.\n\nWe do this through both direct sales and by partnering with local distribution and\n\nmanufacturing companies.\n\nFor information on revenues and long-lived assets by geographic area, see\n\n[Note 4 – Segment and Geographic Data](#a42154)\n\nof “Notes to Consolidated Financial Statements.”\n\nSeasonality and Other Factors Affecting Our Business and Quarterly Results\n\nOur business is subject to seasonal and other quarterly fluctuations.\n\nSales and profitability generally have been\n\nhigher in the third and fourth quarters due to the timing of sales of seasonal\n\nproducts (including influenza vaccine),\n\npurchasing patterns of office-based health care practitioners for certain products (including\n\nequipment and\n\nsoftware) and year-end promotions.\n\nSales and profitability may also be impacted by the timing of\n\ncertain annual\n\nand biennial dental tradeshows where equipment promotions are offered.\n\nIn addition, some dental practices delay\n\nequipment purchases in the U.S. until year-end due to tax incentives.\n\nWe expect our historical seasonality of sales\n\nto continue in the foreseeable future.\n\nGovernmental Regulations\n\nWe\n\nstrive to be compliant in all material respects with the applicable\n\nlaws, regulations and guidance described\n\nbelow, and believe we have effective compliance programs and other controls in place to ensure substantial\n\ncompliance.\n\nHowever, compliance is not guaranteed either now or in the future, as certain laws, regulations and\n\nguidance may be subject to varying and evolving interpretations that could\n\naffect our ability to comply, as well as\n\nfuture changes, additions and enforcement approaches, including political changes.\n\nWhen we discover situations of\n\nnon-compliance we seek to remedy them and bring the affected area back into compliance.\n\nChanges to applicable laws, regulations and guidance described below, as well as related administrative or judicial\n\ninterpretations, may require us to update or revise our operations, services,\n\nmarketing practices and compliance\n\nprograms and controls, and may impose additional and unforeseen costs\n\non us, pose new or previously immaterial\n\nrisks to us, or may otherwise have a material adverse effect on our business.\n\nGovernment\n\nCertain of our businesses involve the distribution, manufacturing, importation,\n\nexportation, marketing, sale and\n\npromotion of pharmaceuticals and/or medical devices, and in this regard, we\n\nare subject to extensive local, state,\n\nfederal and foreign governmental laws and regulations, including as applicable\n\nto our wholesale distribution of\n\npharmaceuticals and medical devices, manufacturing activities, and as part of\n\nour specialty home medical supplies\n\nbusinesses that distribute and sell medical equipment and supplies directly\n\nto patients.\n\nFederal, state and certain\n\nforeign governments have also increased enforcement activity in the health care\n\nsector, particularly in areas of fraud\n\nand abuse, anti-bribery and anti-corruption, controlled substances handling,\n\nmedical device regulations and data\n\nprivacy and security standards.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n12\n\nCertain of our businesses involve pharmaceuticals and/or medical devices,\n\nincluding orthopaedic, in vitro\n\ndiagnostic devices, software regulated as a medical device, and sales of\n\nmedical equipment and supplies directly to\n\npatients, that are paid for by third parties and/or patients and must operate in\n\ncompliance with a variety of\n\nburdensome and complex coding, billing and record-keeping requirements\n\nin order to substantiate claims for\n\npayment under federal, state and commercial/private health care reimbursement\n\nprograms.\n\nGovernment and private insurance programs fund a large portion of the total cost of medical\n\ncare, and there have\n\nbeen efforts to limit such private and government insurance programs, including efforts, thus far\n\nunsuccessful, to\n\nseek repeal of the entire United States Patient Protection and Affordable Care Act,\n\nas amended by the Health Care\n\nand Education Reconciliation Act, each enacted in March 2010 (as amended,\n\nthe “ACA”).\n\nCertain of our businesses are subject to various additional federal, state,\n\nlocal and foreign laws and regulations,\n\nincluding with respect to the sale, transportation, importation, storage, handling\n\nand disposal of hazardous or\n\npotentially hazardous substances; “forever chemicals” such as per-and\n\npolyfluoroalkyl substances; warnings related\n\nto potential cancer or reproductive harm linked to chemicals; amalgam bans; pricing disclosures;\n\nsupply chain\n\ntransparency around human trafficking and labor practices; and safe working conditions.\n\nIn addition, activities to\n\ncontrol medical costs, including laws and regulations lowering reimbursement\n\nrates for pharmaceuticals, medical\n\ndevices, medical supplies and/or medical treatments or services, are ongoing.\n\nLaws and regulations are subject to\n\nchange and their evolving implementation may impact our operations and\n\nfinancial performance.\n\nCertain of our businesses also maintain contracts with governmental agencies\n\nand are subject to certain regulatory\n\nrequirements specific to government contractors.\n\nOur businesses are generally subject to numerous laws and regulations that could\n\nimpact our financial performance,\n\nand failure to comply with such laws or regulations could have a material\n\nadverse effect on our business.\n\nA few\n\nnoteworthy items that have come into effect recently are noted below:\n\n●\n\nRegulation (EU) 2023/1182 of June 14, 2023, entered into force on January 1, 2025.\n\nThis regulation lays\n\ndown specific rules relating to medicinal products for human use intended to\n\nbe placed on the market in\n\nNorthern Ireland in accordance with Article 6 of Directive 2001/83/EC.\n\n●\n\nDirective No. 2025/794 of April 14, 2025, known as the “Stop-the-Clock”\n\nDirective, amended Directives\n\n(EU) 2022/2464 (CSRD) by introducing a uniform two-year postponement of\n\nthe sustainability reporting\n\nrequirements for financial years beginning on or after January 1, 2025 and\n\non or after January 1, 2026.\n\nIt\n\nalso extends the deadline for transposing Directive (EU) 2024/1760 (CSDDD)\n\nby one year (i.e. July 26,\n\n2027) and the date of application of the transposed provisions depending\n\non the type of companies subject\n\nto it (July 26, 2028, or July 26, 2029, as applicable).\n\n●\n\nRegulation (EU) 2025/327 of February 11, 2025 on the European Health Data Space and amending\n\nDirective 2011/24/EU and Regulation (EU) 2024/2847 establishes the European Health Data Space\n\n(EHDS) by providing for common rules, standards and infrastructures and a governance\n\nframework, with a\n\nview to facilitating access to electronic health data for the purpose of primary\n\nuse and secondary use of this\n\ndata.\n\nThis could potentially affect Henry Schein or its customers.\n\n●\n\nThe U.S. has adopted new and increased tariffs on imports from countries, and\n\nsuch tariffs remain subject\n\nto frequently evolving exemptions and modifications,\n\nas well as to court challenges, including a recent\n\ninvalidation in the Supreme Court of many of the tariffs.\n\nSome countries have imposed retaliatory tariffs\n\nand other restrictions on imports from the U.S.\n\nThese developments, and anticipated future developments,\n\nhave created a volatile environment for global trade, and new trade policies\n\nwith individual countries.\n\nIt is\n\nunclear whether, or the extent to which, the current tariffs on trade with numerous countries will remain in\n\nplace, or change, the exceptions that may apply, and their timing.\n\n●\n\nIn the United States, the One Big Beautiful Bill Act (“OBBBA”),\n\nsigned into law on July 4, 2025, includes\n\na number of provisions that are expected to result in reductions in the number of\n\nMedicaid enrollees, as\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n13\n\nwell as reductions in federal funding to state Medicaid programs, resulting\n\nin potentially adverse impacts\n\non utilization of services and coverage of products.\n\nThe OBBBA also includes changes to corporate tax\n\nrates, limitations on certain deductions and modifications to international\n\ntax provisions.\n\nOperating, Security and Licensure Standards\n\nCertain of our businesses are subject to local, state and federal governmental\n\nlaws and regulations relating to the\n\nmanufacturing and/or distribution of pharmaceuticals and medical devices\n\nand supplies.\n\nAmong the United States\n\nfederal laws applicable to us are the Controlled Substances Act, the Federal Food,\n\nDrug, and Cosmetic Act, as\n\namended (“FDC Act”), Section 361 of the Public Health Service Act and Section\n\n401 of the Consolidated\n\nAppropriations Act of the Social Security Act, as well as laws regulating\n\nthe billing of and reimbursement from\n\ngovernment programs, such as Medicare and Medicaid, and from commercial payers.\n\nWe\n\nare also subject to\n\ncomparable foreign regulations.\n\nThe FDC Act, the Controlled Substances Act, their implementing regulations,\n\nand similar foreign laws generally\n\nregulate the introduction, manufacture, advertising, marketing and promotion,\n\nsampling, pricing and\n\nreimbursement, labeling, packaging, storage, handling, returning or recalling,\n\nreporting, and distribution of, and\n\nrecord keeping for, pharmaceuticals and medical devices shipped in interstate commerce or internationally, and\n\nstates may similarly regulate such activities within the state.\n\nFurthermore, Section 361 of the Public Health Service\n\nAct, which provides authority to prevent the introduction, transmission\n\nor spread of communicable diseases, serves\n\nas the legal basis for the United States Food and Drug Administration’s (“FDA”) regulation of human cells,\n\ntissues\n\nand cellular and tissue-based products, also known as “HCT/P products.”\n\nThe Federal Drug Quality and Security Act of 2013 regulates pharmaceutical\n\nsupply chain requirements and pre-\n\nempts certain state laws.\n\nTitle II of this measure, known as the Drug Supply Chain Security Act (“DSCSA”),\n\nestablishes a national electronic, interoperable system to identify and trace\n\ncertain prescription drugs as they are\n\ndistributed in the United States that went into effect on November 27, 2023.\n\nThe law’s track and trace requirements\n\napplicable to manufacturers, wholesalers, third-party logistics providers (e.g., trading\n\npartners), repackagers and\n\ndispensers (e.g., pharmacies) of prescription drugs took effect in January 2015, and,\n\nas stated, continues to be\n\nimplemented.\n\nThe DSCSA product tracing requirements replace the former FDA\n\ndrug pedigree requirements and\n\npre-empt certain state requirements that are inconsistent with, more stringent\n\nthan, or in addition to, the DSCSA\n\nrequirements.\n\nThose DSCSA requirements that were scheduled to change on November\n\n27, 2023, and include requiring trading\n\npartners to provide, receive and maintain documentation about products and\n\nownership only “electronically” (and\n\nnot via paper), were subject to a one-year “stabilization period” announced by\n\nthe FDA through two guidance\n\ndocuments in late August 2023.\n\nThe FDA permitted the stabilization period to accommodate an additional\n\nyear,\n\nuntil November 27, 2024, to allow trading partners to implement, troubleshoot\n\nand mature their electronic (versus\n\npaper), interoperable systems, during which time the FDA did not intend to\n\ntake action to enforce the requirements\n\nfor the interoperable, electronic, package level product tracing.\n\nAdditionally, the FDA announced that it did not\n\nintend to take action to enforce the portion of the FDC Act with respect\n\nto drug product that was introduced in a\n\ntransaction into commerce by the product’s manufacturer or repackager before November 27, 2024, and for\n\nsubsequent transactions of such product through the product’s expiry.\n\nThe FDA stated this stabilization period was\n\nintended to avoid disruption to the supply chain and ensure continued patient\n\naccess to drug products as trading\n\npartners move towards full implementation of the DSCSA’s\n\nenhanced drug security requirements.\n\nThe FDA again\n\nextended the stabilization period in late 2024 as follows: (1) manufacturers and\n\nrepackagers: May 27, 2025; (2)\n\nwholesale distributors: August 27, 2025; (3) dispensers with 26 or more pharmacists\n\nand technicians: November 27,\n\n2025; and (4) small dispensers: November 27, 2026.\n\nThe FDA stated that these continued exemptions apply to any\n\nproduct transacted by eligible trading partners who have initiated their “systems\n\nand processes, as described in\n\nsection 582(g)(1) of the FD&C Act,” including electronic DSCSA data connections\n\nwith immediate trading\n\npartners by November 27, 2024.\n\nThe additional time extends to trading partners throughout the pharmaceutical\n\ndistribution supply chain who subsequently engage in a transaction including such\n\nproduct.\n\nThe FDA also stated\n\nthat, for the purposes of these exemptions, eligible trading partners are those\n\nwho have initiated their systems and\n\nprocesses by successfully completing data connections with their\n\nimmediate trading partners, and those trading\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n14\n\npartners who initiated processes including documentation of efforts to establish data\n\nconnections, but were not able\n\nto fully complete these processes.\n\nThe DSCSA also establishes certain requirements for the licensing and operation\n\nof prescription drug wholesalers\n\nand third-party logistics providers (“3PLs”) and includes the eventual\n\ncreation of national wholesaler and 3PL\n\nlicenses in cases where states do not license such entities.\n\nThe DSCSA requires that wholesalers and 3PLs\n\ndistribute drugs in accordance with certain standards regarding the recordkeeping,\n\nstorage and handling of\n\nprescription drugs.\n\nThe DSCSA requires wholesalers and 3PLs to report state licensure\n\nto the FDA on an annual\n\nbasis, including the name and address of each facility, and contact information.\n\nAccording to FDA guidance, states\n\nare pre-empted from imposing any licensing requirements that are inconsistent\n\nwith, less stringent than, directly\n\nrelated to, or covered by the standards established by federal law in this area.\n\nCurrent state licensing requirements\n\nconcerning wholesalers will remain in effect until the FDA issues new regulations as directed\n\nby the DSCSA.\n\nThe\n\nFDA issued a proposed rule establishing wholesaler and 3PL national standards\n\nfor licensing and other\n\nrequirements in February 2022, but that rule has not yet been finalized.\n\nIn addition, with respect to our specialty\n\nhome medical supplies business, we are subject to certain state licensure\n\nlaws (including state pharmacy laws), and\n\nalso certain accreditation standards, including to qualify for reimbursement\n\nfrom Medicare, Medicaid, and other\n\nthird-party payers.\n\nThe Food and Drug Administration Amendments Act of 2007 and\n\nthe Food and Drug Administration Safety and\n\nInnovation Act of 2012 amended the FDC Act to require the FDA to promulgate\n\nregulations to implement a unique\n\ndevice identification (“UDI”) system for medical devices.\n\nThe UDI rule phased in the implementation of the UDI\n\nregulations, generally beginning with the highest-risk devices (i.e., Class\n\nIII medical devices) and ending with the\n\nlowest-risk devices.\n\nThe UDI regulations require “labelers” to include unique device identifiers\n\n(“UDIs”), with a\n\ncontent and format prescribed by the FDA and issued under a system operated\n\nby an FDA-accredited issuing\n\nagency, on the labels and packages of medical devices (including, but not limited to, certain software that qualifies\n\nas a medical device under FDA rules), and to directly mark certain devices\n\nwith UDIs.\n\nThe UDI regulations also\n\nrequire labelers to submit certain information concerning UDI-labeled devices\n\nto the FDA, much of which\n\ninformation is publicly available on an FDA database, the Global Unique Device\n\nIdentification Database (GUDID).\n\nThe UDI regulations and subsequent FDA guidance regarding the UDI\n\nrequirements provide for certain exceptions,\n\nalternatives and time extensions.\n\nFor example, the UDI regulations include a general exception\n\nfor Class I devices\n\nexempt from the Quality System Regulation (other than record-keeping\n\nrequirements and complaint files).\n\nRegulated labelers include entities such as device manufacturers, repackagers,\n\nreprocessors and relabelers that\n\ncause a device’s label to be applied or modified, with the intent that the device will be commercially distributed\n\nwithout any subsequent replacement or modification of the label and include certain\n\nof our businesses.\n\nThe FDA\n\nalso released a final rule in February 2024 to amend, effective February 2026, certain device current\n\ngood\n\nmanufacturing practice requirements in 21 CFR Part 820 (Quality System Regulation)\n\nto align more closely with\n\nthe international consensus standard (ISO 13485) specific for device quality\n\nmanagement systems requirements\n\n(QMSR) used by other countries.\n\nAs a distributor of controlled substances and List 1 and 2 chemicals, we are\n\nrequired, under the Controlled\n\nSubstances Act, to obtain and renew annually registrations for our\n\nfacilities from the United States Drug\n\nEnforcement Administration (“DEA”) permitting us to handle controlled\n\nsubstances.\n\nWe\n\nare also subject to other\n\nstatutory and regulatory requirements relating to the storage, sale, marketing,\n\nhandling, reporting, record-keeping\n\nand distribution of such drugs and List 1 and 2 chemicals, in accordance\n\nwith the Controlled Substances Act and its\n\nimplementing regulations, and these requirements have been subject to\n\nheightened enforcement activity in recent\n\ntimes.\n\nWe\n\nare subject to inspection by the DEA.\n\nCertain of our businesses are also required to register for permits and/or\n\nlicenses with, and comply with operating\n\nand security standards of, the DEA, the FDA, the United States Department of\n\nHealth and Human Services\n\n(“HHS”), state radiation control agencies, and various state boards of pharmacy, state health departments and/or\n\ncomparable state agencies as well as comparable foreign agencies, and certain\n\naccrediting bodies, depending on the\n\ntype of operations and location of product distribution, manufacturing or\n\nsale.\n\nThese businesses include those that\n\ndistribute, manufacture, relabel, and/or repackage prescription pharmaceuticals\n\nand/or medical devices and/or\n\nHCT/P products, or own pharmacy operations, or install, maintain or repair\n\nequipment,\n\nincluding X-ray machines.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n15\n\nIn addition, Section 301 of the National Organ Transplant Act, and a number of comparable state laws, impose civil\n\nand/or criminal penalties for the transfer of human organs, as defined in the regulations, for\n\nvaluable consideration,\n\nwhile generally permitting payments for the reasonable costs incurred\n\nin their procurement, processing, storage and\n\ndistribution.\n\nWe\n\nare also subject to foreign government regulation of such products.\n\nThe DEA, the FDA and state\n\nregulatory authorities have broad inspection and enforcement powers, including\n\nthe ability to suspend or limit the\n\ndistribution of products by our distribution centers, seize or order the\n\nrecall of products and impose significant\n\ncriminal, civil and administrative sanctions for violations of these laws and regulations.\n\nForeign regulations subject\n\nus to similar foreign enforcement powers.\n\nEU Regulation of Medicinal and Dental Products\n\nEuropean Union (“EU”) member states regulate their own health care systems,\n\nas does EU law.\n\nThe latter regulates\n\ncertain matters, most notably medicinal products and medical devices.\n\nMedicinal products are defined, broadly, as\n\nsubstances or combinations of substances having certain functionalities and\n\nmay not include medical devices.\n\nEU\n\n“regulations” apply in all member states, whereas “directives” are implemented\n\nby the individual laws of member\n\nstates.\n\nOn medicines for humans, we are regulated under Directive No. 2001/83/EC\n\nof 6 November 2001, as amended by\n\nDirective 2003/63/EC of 25 June 2003, EU Regulation (EC) No. 726/2004\n\nof 31 March 2004 and others.\n\nThese\n\nrules provide for the authorization of products, and regulate their manufacture,\n\nimportation, marketing and\n\ndistribution.\n\nThese rules implement requirements which may be implemented without\n\nwarning, as well as a\n\nnational pharmacovigilance system under which marketing authorizations\n\nmay be withdrawn, and includes\n\npotential sanctions for breaches of the rules, and on other bases such\n\nas harmfulness or lack of efficacy.\n\nAs\n\nmentioned above, Directive No. 2001/83/EC was recently amended by Regulation\n\n(EU) 2023/1182 of 14 June\n\n2023.\n\nThis regulation lays down specific rules relating to medicinal products\n\nfor human use intended to be placed\n\non the market in Northern Ireland in accordance with Article 6 of Directive\n\n2001/83/EC.\n\nEU Regulation No. 1223/2009 of 30 November 2009\n\non cosmetic products\n\nrequires that cosmetic products (which\n\nincludes dental products) be safe for human health when used under normal\n\nor reasonably foreseeable conditions of\n\nuse and comply with certain obligations which apply to manufacturers,\n\nimporters and distributors.\n\nIt includes\n\nmarket surveillance, and non-compliance may result in the recall or withdrawal\n\nof products, along with other\n\nsanctions.\n\nIn the EU, the EU Medical Device Regulation No. 2017/745 of 5 April 2017\n\n(“EU MDR”) covers a wide scope of\n\nour activities, from dental material and medical devices to X-ray machines,\n\nand certain software.\n\nIt was meant to\n\nbecome applicable three years after publication (i.e., May 26, 2020).\n\nHowever, on April 23, 2020, to allow\n\nEuropean Economic Area (“EEA”) national authorities, notified bodies,\n\nmanufacturers and other actors to focus\n\nfully on urgent priorities related to the COVID-19 pandemic, the European Council\n\nand Parliament adopted\n\nRegulation 2020/561, postponing the date of application of the EU MDR by\n\none year (to May 26, 2021).\n\nThe EU MDR significantly modifies and intensifies the regulatory compliance\n\nrequirements for the medical device\n\nindustry as a whole.\n\nAmong other things, the EU MDR:\n\n•\n\nstrengthens the rules on placing devices on the market and reinforces surveillance\n\nonce they are available;\n\n•\n\nestablishes explicit provisions on manufacturers’ responsibilities\n\nfor the follow-up of the quality,\n\nperformance and safety of devices placed on the market;\n\n•\n\nimproves the traceability of medical devices throughout the supply chain to the end-user\n\nor patient through\n\na unique identification number;\n\n•\n\nsets up a central database to provide patients, health care professionals and the\n\npublic with comprehensive\n\ninformation on products available in the EU;\n\n•\n\nstrengthens rules for the assessment of certain high-risk devices, such as\n\nimplants, which may have to\n\nundergo an additional check by experts before they are placed on the market; and\n\n•\n\nidentifies importers and distributors and medical device products through\n\nregistration in the EUDAMED\n\ndatabase, which comprises several modules that are not yet fully functional.\n\nIn order not to hinder the mandatory\n\nuse of EUDAMED by the functional delay of a single module, Regulation\n\nNo. 2024/1860 of 13 June 2024 has\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n16\n\ntherefore amended Article 34 of the EU MDR to organize a gradual commissioning of the various\n\nmodules of\n\nEUDAMED, once they have been independently audited and declared operational\n\nby means of a Commission\n\nnotice published in the Official Journal of the European Union. In this case, the obligations\n\nand requirements\n\nrelating to the concerned electronic modules of EUDAMED will apply six months\n\nafter the date of publication of\n\nthe notice.\n\nThese changes came into force on July 9, 2024.\n\nDue to Commission Decision No. 2025/2371 of\n\n26 November 2025, as from May 28, 2026, the first four EUDAMED modules\n\nwill be mandatory to use; and\n\n•\n\nas amended by the above-mentioned Regulation No. 2024/1860, contains\n\nspecific provisions in the event of\n\ninterruption or discontinuation of supply of a device.\n\nIn particular, the EU MDR imposes strict requirements for the confirmation that a product meets the\n\nregulatory\n\nrequirements, including regarding a product’s clinical evaluation and a company’s quality systems, and for the\n\ndistribution, marketing and sale of medical devices, including post-market surveillance.\n\nRegulation 2023/607 of the European Parliament and of the Council of\n\nMarch 15, 2023\n\namending Regulations (EU)\n\n2017/745 and (EU) 2017/746 as regards the transitional provisions for certain medical devices and in vitro\n\ndiagnostic medical devices\n\nhas, notably, extended the EU MDR transitional periods applicable to certain medical\n\ndevices that have been assessed and/or certified under the Directive No.\n\n93/42/EEC of 1993\n\nconcerning medical\n\ndevices\n\n(“EU Medical Device Directive”).\n\nSubject to certain conditions, medical devices that (i) obtained a\n\ncertificate under the EU Medical Device Directive from May 25, 2017,\n\n(ii) which was still valid on May 26, 2021,\n\nand (iii) has not been subsequently withdrawn may, for the moment, continue to be placed on the market or put into\n\nservice until December 31, 2027 for higher risk devices or December 31, 2028 for\n\nmedium and lower risk devices.\n\nNevertheless, EU MDR requirements regarding the distribution, marketing\n\nand sale including quality systems and\n\npost-market surveillance have to be observed by manufacturers, importers and\n\ndistributors as of the application date\n\n(i.e., since May 26, 2021).\n\nOther EU regulations that may apply under appropriate circumstances\n\ninclude EU Regulation No. 1907/2006 of 18\n\nDecember 2006\n\nconcerning the Registration, Evaluation, Authorisation and\n\nRestriction of Chemicals\n\n, which\n\nrequires importers to register substances or mixtures that they import\n\nin the EU beyond certain quantities, and the\n\nEU Regulation No. 1272/2008 of 16 December 2008\n\non classification, labelling and packaging of substances and\n\nmixtures\n\n(recently amended by Regulation No. 2024/2865 of October 23, 2024, whose\n\nprovisions come into force\n\non different dates), which sets various obligations with respect to the labelling and packaging\n\nof concerned\n\nsubstances and mixtures.\n\nFurthermore, compliance with legal requirements has required and may in the future\n\nrequire us to delay product\n\nrelease, sale or distribution, or institute voluntary recalls of, or other corrective\n\naction with respect to products we\n\nsell, each of which could result in regulatory and enforcement actions, financial\n\nlosses and potential reputational\n\nharm.\n\nOur customers are also subject to significant federal, state, local\n\nand foreign governmental regulations,\n\nwhich may affect our interactions with customers, including the design and functionality\n\nof our products.\n\nAntitrust and Consumer Protection\n\nThe federal government of the United States, most U.S. states and many\n\nforeign countries have antitrust laws that\n\nprohibit certain types of conduct deemed to be anti-competitive, as well as consumer\n\nprotection laws that seek to\n\nprotect consumers from improper business practices.\n\nAt the U.S. federal level, the Federal Trade Commission\n\noversees enforcement of these types of laws, and states have similar government\n\nagencies.\n\nViolations of antitrust\n\nor consumer protection laws may result in various sanctions, including criminal\n\nand civil penalties.\n\nPrivate\n\nplaintiffs may also bring civil lawsuits against us in the United States for alleged antitrust\n\nlaw violations, including\n\nclaims for treble damages.\n\nEU law also regulates competition and provides for detailed rules protecting\n\nconsumers.\n\nHealth Care Fraud\n\nCertain of our businesses are subject to federal and state (and similar\n\nforeign) health care fraud and abuse, referral\n\nand reimbursement laws and regulations with respect to their operations.\n\nSome of these laws, referred to as “false\n\nclaims laws,” prohibit the submission or causing the submission of false or fraudulent\n\nclaims for reimbursement to\n\nfederal, state and other health care payers and programs.\n\nOther laws, referred to as “anti-kickback laws,” prohibit\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n17\n\nsoliciting, offering, receiving or paying remuneration in order to induce the referral\n\nof a patient or ordering,\n\npurchasing, leasing or arranging for, or recommending, ordering, purchasing or leasing of, items or services\n\nthat are\n\npaid for by federal, state and other health care payers and programs.\n\nCertain additional state and federal laws, such\n\nas the federal Physician Self-Referral Law, commonly known as the “Stark Law,” prohibit physicians and other\n\nhealth care professionals from referring a patient to an entity with which\n\nthe physician (or family member) has a\n\nfinancial relationship, for the furnishing of certain designated health services\n\n(for example, durable medical\n\nequipment and medical supplies), unless an exception applies. Violations of the federal Anti-Kickback Statute or\n\nthe Stark Law may be enforced as violations of the federal False Claims\n\nAct.\n\nThe fraud and abuse laws and regulations have been subject to heightened\n\nenforcement activity over the past few\n\nyears, and significant enforcement activity has been the result of “relators” who\n\nserve as whistleblowers by filing\n\ncomplaints in the name of the United States (and if applicable, particular states)\n\nunder applicable false claims laws,\n\nand who may receive up to 30% of total government recoveries.\n\nPenalties under fraud and abuse laws may be\n\nsevere, including treble damages and substantial civil penalties under\n\nthe federal False Claims Act, as well as\n\npotential loss of licenses and the ability to participate in federal and state\n\nhealth care programs, criminal penalties,\n\nor imposition of a corporate integrity agreement or corporate compliance\n\nmonitoring which could have a material\n\nadverse effect on our business.\n\nAlso, these measures may be interpreted or applied by a prosecutorial,\n\nregulatory or\n\njudicial authority in a manner that could require us to make changes\n\nin our operations or incur substantial defense\n\nand settlement expenses.\n\nEven unsuccessful challenges by regulatory authorities or private\n\nrelators could result in\n\nreputational harm and the incurring of substantial costs.\n\nMost states have adopted similar state false claims laws,\n\nand these state laws have their own penalties, which may be in addition\n\nto federal False Claims Act penalties, as\n\nwell as other fraud and abuse laws.\n\nWith respect to measures of this type, the United States government and industry trade associations\n\n(among others)\n\nhave expressed concerns about financial relationships among suppliers, manufacturers\n\nand distributors on the one\n\nhand and physicians, dentists and other health care professionals on the other.\n\nAs a result, we regularly review and\n\nrevise our marketing practices as necessary to facilitate compliance.\n\nWe\n\nalso are subject to certain United States and foreign laws and regulations\n\nconcerning the conduct of our foreign\n\noperations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery\n\nAct, German anti-corruption laws\n\nand other anti-bribery laws and laws pertaining to the accuracy of our internal\n\nbooks and records, which have been\n\nthe focus of increasing enforcement activity globally in recent years.\n\nWhile we believe that we are substantially compliant with applicable fraud and\n\nabuse laws and regulations, and\n\nhave adequate compliance programs and controls in place to ensure substantial\n\ncompliance, we cannot predict\n\nwhether changes in applicable law, or interpretation of laws, or changes in our services or marketing practices in\n\nresponse to changes in applicable law or interpretation of laws, or failure\n\nto comply with applicable law, could have\n\na material adverse effect on our business.\n\nAffordable Care Act (ACA) and Other Insurance Reform\n\nThe ACA increased federal oversight of private health insurance plans and\n\nincluded a number of provisions\n\ndesigned to reduce Medicare expenditures and the cost of health care generally, to reduce fraud and abuse, and to\n\nprovide access to increased health coverage.\n\nThe ACA also materially expanded the number of individuals in\n\nthe\n\nUnited States with health insurance.\n\nThe ACA remains subject to ongoing legal and political challenges\n\nthat\n\ncontribute to create uncertainty, and any outcomes of those challenges could have a significant impact on the\n\nU.S.\n\nhealth care industry.\n\nThe federal Physician Payments Sunshine Act or Open Payments Program\n\n(the “Sunshine Act”) imposes annual\n\nreporting and disclosure requirements for drug and device manufacturers and distributors\n\nwith regard to payments\n\nor other transfers of value made to certain covered recipients (including physicians,\n\ndentists, teaching hospitals,\n\nphysician assistants, nurse practitioners, clinical nurse specialists, certified\n\nregistered nurse anesthetists, and\n\ncertified nurse midwives), and for such manufacturers and distributors\n\nand for group purchasing organizations, with\n\nregard to certain ownership interests held by covered recipients in\n\nthe reporting entity.\n\nCMS publishes information\n\nfrom these reports on a publicly available website, including amounts transferred\n\nand physician, dentist, teaching\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n18\n\nhospital, and non-physician practitioner identities.\n\nThe Sunshine Act pre-empts similar state reporting laws,\n\nalthough we or our subsidiaries may be required to report under certain\n\nstate transparency laws that address\n\ncircumstances not covered by the Sunshine Act, and some of these state laws,\n\nas well as the federal law, can be\n\nunclear.\n\nWe\n\nare also subject to foreign regulations requiring reporting or disclosures\n\nto provide transparency on\n\ncertain interactions between manufacturers, suppliers, distributors and\n\ntheir customers.\n\nThis includes certain\n\nmember states in the EU and other countries such as Brazil (Minas Gerais state),\n\nSaudi Arabia and Israel.\n\nIn the United States, federal and state government actions to seek to increase health-related\n\nprice transparency may\n\nalso affect our business.\n\nFor example, CMS requires hospitals to publish online a\n\nlist of their standard charges for\n\nall items and services, including discounted cash prices and payer-specific and de-identified negotiated\n\ncharges, in a\n\npublicly accessible online file, and payers to disclose in-network negotiated\n\nrates, including with device suppliers\n\nand manufacturers, and historical out-of-network allowed amounts for all\n\ncovered items and services, including\n\nprescription drugs.\n\nHospitals are also required to publish a consumer-friendly list\n\nof standard charges for certain\n\n“shoppable” services (i.e., services that can be scheduled by a patient in\n\nadvance) and associated ancillary services\n\nor, alternatively, maintain an online price estimator tool.\n\nThese requirements went into effect in three stages from\n\n2022 to 2024.\n\nCMS may impose civil monetary penalties for noncompliance with\n\nthese price transparency\n\nrequirements.\n\nIn addition to a variety of transparency measures being enacted\n\nat the state level, the federal No\n\nSurprises Act (“NSA”) imposes additional price transparency requirements.\n\nThe NSA is intended to reduce the\n\nnumber of “out-of-network” patients.\n\nThis will result in fewer out-of-network payments to physicians and\n\nother\n\nproviders, which may cause financial stress to those providers who\n\nare dependent on higher out-of-network fees.\n\nThe Medicare Access and CHIP Reauthorization Act of 2015 (“MACRA”),\n\nenacted on April 16, 2015, established\n\nthe Quality Payment Program, which modifies certain Medicare Part B payments\n\nto “eligible clinicians,” including\n\nphysicians, dentists and other practitioners.\n\nUnder MACRA, certain eligible clinicians are required to participate\n\nin\n\nMedicare through the Merit-Based Incentive Payment System (“MIPS”) or Advanced\n\nAlternative Payment Models,\n\nthrough which Medicare Part B is adjusted up or down based on reported\n\ndata related to quality, promoting\n\ninteroperability, cost and improvement activities.\n\nMIPS eligible clinicians must report performance year data by\n\nMarch 31 of the following calendar year.\n\nPayment adjustments, based on submitted data, are applied to Medicare\n\nPart B claims during the performance year following data submission.\n\nMACRA provides substantial financial\n\nincentives for physicians to participate in risk contracts, and to increase physician\n\ninformation technology and\n\nreporting obligations.\n\nMACRA continues to evolve and its implications depend on future regulatory\n\nactivity and\n\nphysician activity in the marketplace.\n\nNew state-level payment and delivery system reform\n\nprograms, including\n\nthose modeled after such federal programs, are also increasingly being rolled out\n\nthrough Medicaid administrators,\n\nas well as through the private sector, which may further alter the marketplace and impact our business.\n\nRecently, in addition to other government efforts to control health care costs, there has been increased scrutiny on\n\ndrug pricing and concurrent efforts to control or reduce drug costs by Congress, the\n\nPresident, executive branch\n\nagencies and various states.\n\nAt the state level, several states have adopted laws that require drug manufacturers\n\n(including relabelers and repackagers) to provide advance notice of certain\n\nprice increases and to report information\n\nrelating to those price increases, while others have taken legislative or administrative\n\naction to establish\n\nprescription drug affordability boards or multi-payer purchasing pools to reduce the cost of\n\nprescription drugs.\n\nAt\n\nthe federal level, section 1927 of the Social Security Act sets forth Average Sales Price (ASP) reporting\n\nrequirements for manufacturers (including repackagers and relabelers) and\n\nrequires that manufacturers provide\n\nCMS with pricing information for their Part B-covered drugs no later than\n\n30 days after the close of the previous\n\nquarter.\n\nAlso at the federal level, several related bills have been introduced and regulations\n\nproposed which, if\n\nenacted or finalized, respectively, would impact drug pricing and related costs.\n\nUnder the Medicare Drug Price\n\nNegotiation Program, CMS continues to negotiate prices for certain drugs with participating\n\nmanufacturers.\n\nAlso,\n\nat the federal level, the Inflation Reduction Act of 2022, among other things,\n\nrequires drug manufacturers\n\n(including repackagers and relabelers) that raise certain of their drug prices\n\nfaster than the rate of inflation to pay\n\nrebates to Medicare, and over time will authorize the federal government to negotiate\n\ndirectly with drug\n\nmanufacturers to lower the prices of certain brand-name drugs covered\n\nby Medicare.\n\nThese various evolving\n\nefforts create uncertainty and may adversely affect our business.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n19\n\nAs a result of political, economic and regulatory influences, the health care distribution\n\nindustry in the United\n\nStates is under intense scrutiny and subject to fundamental changes.\n\nWe\n\ncannot predict what further reform\n\nproposals, if any, will be adopted, when they may be adopted, or what impact they may have on us.\n\nEU Directive on the pricing and reimbursement of medicinal products\n\nEU law provides for the regulation of the pricing of medicinal products which are\n\nimplemented by EU member\n\nstates (Directive No. 89/105/EC of 21 December 1988\n\nrelating to the transparency of measures regulating the\n\npricing of medicinal products for human use and their inclusion in the scope of national health insurance\n\nsystems\n\n).\n\nMember states may, subject notably to transparency conditions and to the statement of reasons based upon\n\nobjective and verifiable criteria, regulate the price charged (or its increases) for authorized\n\nmedicines and their level\n\nof reimbursement, or they may freeze prices, place controls on the profitability\n\nof persons responsible for placing\n\nmedicinal products on the market, and include or exclude the medicine on\n\nthe list of products covered by national\n\nhealth insurance systems.\n\nEU law does not expressly include provisions like those of the Sunshine Act in\n\nthe United States, but a number of\n\nEU member states (such as France in 2011, Denmark in 2014, and Italy in 2022) have enacted laws\n\nto increase the\n\ntransparency of relationships in the health care sector.\n\nThe scope of these laws varies from one member state to\n\nanother and may, for example, include the relations between health care industry players and physicians or their\n\nassociations, students preparing for medical professions or their associations,\n\nteachers, health establishments or\n\npublishers of prescription and dispensing assistance software.\n\nRegulated Software; Electronic Health Records; Privacy\n\nThe FDA has become increasingly active in addressing the regulation of\n\ncomputer software and digital health\n\nproducts intended for use in health care settings, including, for\n\nexample, most recently, with respect to artificial\n\nintelligence and machine learning-enabled medical devices, and\n\nthe cybersecurity of medical devices.\n\nCertain of\n\nour businesses involve the development and sale of software and related\n\nproducts, including to support physician\n\nand dental practice management, and it is possible that the FDA or foreign\n\ngovernment authorities could determine\n\nthat one or more of our products is a medical device, which could subject us\n\nor one or more of our businesses to\n\nsubstantial additional requirements with respect to these products.\n\nIn addition, our businesses that involve physician and dental practice management\n\nproducts, our specialty home\n\nmedical supplies business, and our self-insured health plans include electronic\n\ninformation technology systems that\n\nstore and process personal health, clinical, financial and other sensitive information\n\nof individuals.\n\nThese\n\ninformation technology systems may be vulnerable to breakdown, wrongful\n\nintrusions, data breaches and malicious\n\nattack, which could require us to expend significant resources to eliminate\n\nthese problems and address related\n\nsecurity concerns and could involve claims against us by private parties and/or\n\ngovernmental agencies.\n\nFor\n\nexample, we are directly or indirectly subject to numerous and evolving\n\nfederal, state, local and foreign laws and\n\nregulations that protect the privacy and security of personal information,\n\nsuch as the federal Health Insurance\n\nPortability and Accountability Act of 1996, as amended, and implementing\n\nregulations (“HIPAA”) under which\n\nparts of our business are covered entities or business associates, the Controlling\n\nthe Assault of Non-Solicited\n\nPornography and Marketing Act (“CAN-SPAM”), the Telephone\n\nConsumer Protection Act of 1991 (“TCPA”),\n\nSection 5 of the Federal Trade Commission Act (“FTC Act”), the California Privacy Act (“CCPA”), various other\n\nstate comprehensive and health data-specific privacy laws that have or will soon come\n\ninto effect, and several\n\nprivacy bills have been proposed both at the federal and state level that may\n\nresult in additional legal requirements\n\nthat impact our business.\n\nLaws and regulations relating to privacy and data protection are continually\n\nevolving and\n\nsubject to potentially differing interpretations, including those relating to artificial intelligence,\n\nthe proliferation of\n\nwhich may result in additional regulation.\n\nThese requirements may not be harmonized, may be interpreted and\n\napplied in a manner that is inconsistent from one jurisdiction to another or\n\nmay conflict with other rules or our\n\npractices.\n\nIn addition to state-specific data breach notification laws (which exist\n\nin all U.S. states and territories),\n\ncybersecurity laws such as the federal Cyber Incident Reporting for Critical\n\nInfrastructure Act of 2022, proposed\n\nFederal Acquisition Regulations, and amendments to SEC reporting requirements\n\nrequire us to provide\n\nnotifications about material cybersecurity incidents in limited timeframes\n\nand before investigations are complete.\n\nOur businesses’ failure to comply with these laws and regulations could expose\n\nus to breach of contract claims,\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n20\n\nsubstantial fines, penalties and other liabilities and expenses, government\n\ninvestigations, litigation, costs for\n\nremediation and harm to our reputation.\n\nAlso, evolving laws and regulations in this area could restrict the ability\n\nof\n\nour customers to obtain, use or disseminate patient information, or could\n\nrequire us to incur significant additional\n\ncosts to re-design our products to reflect these legal requirements, which\n\ncould have a material adverse effect on\n\nour operations.\n\nAlso, the European Parliament and the Council of the EU adopted the pan-European\n\nGeneral Data Protection\n\nRegulation (“GDPR”), that has been effective since May 25, 2018, which increased\n\nprivacy rights for individuals\n\n(“Data Subjects”), including individuals who are our customers, suppliers\n\nand employees.\n\nThe GDPR extended the\n\nscope of responsibilities for data controllers and data processors, and generally\n\nimposes increased requirements and\n\npotential penalties on companies, such as us, that are either established in\n\nthe EU and process personal data of Data\n\nSubjects (regardless the Data Subject location), or that are not established\n\nin the EU but that offer goods or services\n\nto Data Subjects in the EU or monitor their behavior in the EU. Noncompliance\n\ncan result in penalties of up to the\n\ngreater of EUR 20 million, or 4% of global company revenues (sanction\n\nthat may be public), and Data Subjects\n\nmay seek damages.\n\nMember states may individually impose additional requirements\n\nand penalties regarding\n\ncertain limited matters (for which the GDPR left some room of flexibility),\n\nsuch as employee personal data.\n\nWith\n\nrespect to the personal data it protects, the GDPR requires, among other things, controller\n\naccountability, consents\n\nfrom Data Subjects or another acceptable legal basis to process the personal\n\ndata, notification within 72 hours of a\n\npersonal data breach where required, data integrity and security, and fairness and transparency regarding the\n\nstorage, use or other processing of the personal data.\n\nThe GDPR also provides rights to Data Subjects relating\n\nnotably to information, access, rectification, erasure of the personal data and\n\nthe right to object to the processing.\n\nDespite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws (UK\n\nGDPR) and has implemented further data protection related legislation.\n\nData protection authorities located in\n\ndifferent EU Member States and in the UK may interpret GDPR/UK GDPR\n\ndifferently, or requirements of national\n\nlaws may vary between the EU Member States and the UK, or guidance on GDPR/UK\n\nGDPR and compliance\n\npractices may be often updated or otherwise revised.\n\nAny of these events will increase the complexity and costs of\n\nprocessing personal data in the UK or European Economic Area or concerning\n\nindividuals located in the UK or\n\nEuropean Economic Area.\n\nOn August 20, 2021, China promulgated the PRC Personal Information Protection\n\nLaw (“PIPL”), which took effect\n\non November 1, 2021.\n\nThe PIPL imposes specific rules for processing personal information\n\nand it also specifies\n\nthat the law shall also apply to personal information activities carried out\n\noutside China but for the purpose of\n\nproviding products or services to PRC citizens.\n\nAny non-compliance with these laws and regulations may subject\n\nus to fines, orders to rectify or terminate any actions that are deemed\n\nillegal by regulatory authorities, other\n\npenalties, as well as reputational damage or legal proceedings against us, which\n\nmay affect our business, financial\n\ncondition or results of operations.\n\nThe PIPL carries maximum penalties of CNY50 million or 5% of\n\nthe annual\n\nrevenue of entities that process personal data.\n\nData protection laws in other countries outside of the United States\n\nare also quickly evolving, with many countries having updated, or are in the\n\nprocess of updating, their laws to bring\n\nthem more in line with the model created by GDPR.\n\nIn the United States, the CCPA, which increases the privacy protections afforded California residents, became\n\neffective January 1, 2020.\n\nThe CCPA establishes a privacy framework for covered businesses such as ours by,\n\namong other things, creating an expanded definition of personal information,\n\nestablishing new data privacy rights\n\nfor California residents and creating a new and potentially severe statutory damages\n\nframework for violations of the\n\nCCPA, as well as potentially severe statutory damages and a private right of action against businesses that suffer a\n\ndata security breach due to their violation of a duty to implement reasonable\n\nsecurity procedures and practices.\n\nThis private right of action may increase the likelihood of, and risks associated with,\n\ndata breach litigation.\n\nIn\n\naddition, in November 2020, California voters adopted the CPRA, which\n\nbecame effective January 1, 2023 and\n\nenhances and strengthens regulatory requirements and individual protections\n\nthat currently exist under the CCPA.\n\nOther states have enacted or are considering enacting similar privacy laws, which\n\nmay subject us to additional\n\nrequirements and restrictions that could have an impact on our business.\n\nAs of January 1, 2026, broad state laws\n\nrelating to privacy, data protection, and information security are in effect in 20 states, further complicating our\n\nprivacy compliance obligations through the introduction of increasingly disparate\n\nrequirements across the various\n\nU.S. jurisdictions in which we operate.\n\nAdditionally, Washington\n\nstate and Nevada have enacted specific health\n\ndata privacy laws, and other states are considering similar legislation.\n\nAdditional states are expected to pass their\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n21\n\nown versions of data privacy laws in the future.\n\nCongress is considering legislation that may preempt some or all\n\nof such U.S. state privacy laws, but which may also provide a more expansive\n\nprivate right of action for privacy\n\nclaims than exists under current state laws.\n\nThe evolving complexity of privacy and data security legislation in the United\n\nStates and other jurisdictions\n\nglobally may complicate our compliance efforts and further increase our risk of regulatory\n\nenforcement, penalties,\n\nand litigation.\n\nWhile we believe we have substantially compliant programs\n\nand controls in place to comply with\n\nthe U.S. state and federal privacy laws and applicable international privacy\n\nlaws such as GDPR and PIPL, our\n\ncompliance with data privacy and cybersecurity laws is likely to impose additional\n\ncosts on us, and we cannot\n\npredict whether the interpretations of the requirements, or changes in our practices\n\nin response to new requirements\n\nor interpretations of the requirements, could have a material adverse effect on our business.\n\nOur products and services utilize new technologies, such as AI.\n\nThe regulatory landscape for AI is changing\n\nrapidly, with both domestic and international activity.\n\nWhile there is currently no comprehensive federal legislation\n\nin the U.S. concerning the use, development or deployment of AI, regulators\n\npursue AI-related enforcement actions\n\nunder existing federal consumer protection laws and have issued related\n\nguidance.\n\nFurther, state privacy, consumer\n\nprotection and AI-specific laws are proliferating and may be applicable to our business.\n\nOther countries are also\n\napplying their data and consumer protection laws to AI, particularly generative\n\nAI, and are considering and\n\nimplementing specific legal frameworks with respect to AI.\n\nRegulation (EU) 2024/1689 on harmonized rules on\n\nartificial intelligence (the EU AI Act), for example, establishes a comprehensive\n\nregulatory framework for AI that\n\nbecame law in August 2024 with implementation phased through into 2027.\n\nAs with the GDPR, it has extra-\n\nterritorial effect.\n\nAny failure or perceived failure by us to comply with such requirements\n\ncould have an adverse\n\nimpact on our business.\n\nAnticipated further evolution of regulations and legislation on this\n\ntopic may substantially\n\nincrease the penalties to which we could be subject in the event of any\n\nnon-compliance.\n\nCompliance with these\n\nlaws is challenging, constantly evolving, and time consuming and federal regulators,\n\nstate attorneys general and\n\nplaintiff’s attorneys have been and will likely continue to be active in this space.\n\nWe\n\nmay incur substantial expense\n\nin complying with legal obligations to be imposed by new regulations and\n\nwe may be required to make significant\n\nchanges to our solutions and expanding business operations, all of which\n\nmay materially adversely affect our\n\noperations.\n\nWe\n\nalso sell products and services that health care providers, such as physicians\n\nand dentists, use to store and\n\nmanage patient medical or dental records.\n\nThese customers, and we, are subject to laws, regulations and industry\n\nstandards, such as HIPAA and the Payment Card Industry (PCI) Data Security Standards, which require the\n\nprotection of the privacy and security of those records, and our products\n\nmay also be used as part of these\n\ncustomers’ comprehensive data security programs, including in connection\n\nwith their efforts to comply with\n\napplicable privacy and security laws. Perceived or actual security vulnerabilities\n\nin our products or services, or the\n\nperceived or actual failure by us or our customers who use our products or\n\nservices to comply with applicable legal\n\nor contractual data privacy and security requirements, may not only cause us\n\nsignificant reputational harm, but may\n\nalso lead to claims against us by our customers and/or governmental agencies\n\nand involve substantial fines,\n\npenalties and other liabilities and expenses and costs for remediation.\n\nVarious\n\nfederal initiatives involve the adoption and use by health care\n\nproviders of certain EHR systems and\n\nprocesses.\n\nThe initiatives include, among others, programs that incentivize\n\nphysicians and dentists, through MIPS,\n\nto use EHR technology in accordance with certain evolving requirements,\n\nincluding regarding quality, promoting\n\ninteroperability, cost and improvement activities.\n\nQualification for the MIPS incentive payments requires the use\n\nof EHRs that are certified as having certain capabilities designated in evolving\n\nstandards adopted by CMS and the\n\nOffice of the National Coordinator for Health Information Technology of HHS (“ONC”).\n\nCertain of our businesses\n\ninvolve the manufacture and sale of such certified EHR systems and other products\n\nlinked to government supported\n\nincentive programs.\n\nIn order to maintain certification of our EHR products, we\n\nmust satisfy these changing\n\ngovernmental standards.\n\nIf any of our EHR systems do not meet these standards, yet have been\n\nrelied upon by\n\nhealth care providers to receive federal incentive payments, we may be exposed\n\nto risk, such as under federal health\n\ncare fraud and abuse laws, including the False Claims Act.\n\nAdditionally, effective September 1, 2023, the Office of\n\nthe Inspector General (“OIG”) for HHS issued a final rule implementing\n\ncivil money penalties for information\n\nblocking as established by the Cures Act.\n\nOIG incorporated regulations published by ONC as the basis for\n\nenforcing information blocking penalties.\n\nEach information blocking violation carries up to a $1 million penalty.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n22\n\nMoreover, in order to satisfy our customers, and comply with evolving legal requirements, our products may\n\nneed\n\nto incorporate increasingly complex functionality, such as with respect to reporting and information blocking.\n\nAlthough we believe we are positioned to accomplish this, the effort may involve\n\nincreased costs, and our failure to\n\nimplement product modifications, or otherwise satisfy applicable standards,\n\ncould have a material adverse effect on\n\nour business.\n\nOther health information standards, such as regulations under HIPAA, establish standards regarding electronic\n\nhealth data transmissions and transaction code set rules for specific electronic\n\ntransactions, such as transactions\n\ninvolving claims submissions to third party payers.\n\nFailure to abide by these and other electronic health data\n\ntransmission standards could expose us to breach of contract claims,\n\nsubstantial fines, penalties, and other liabilities\n\nand expenses, costs for remediation and harm to our reputation.\n\nAdditionally, as electronic medical devices are increasingly connected to each other and to other technology, the\n\nability of these connected systems to safely and effectively exchange and use exchanged\n\ninformation becomes\n\nincreasingly important.\n\nAs a medical device manufacturer, we must manage risks including those associated with\n\nan electronic interface that is incorporated into a medical device.\n\nThere may be additional legislative or regulatory initiatives in the future impacting\n\nhealth care.\n\nE-Commerce\n\nElectronic commerce solutions have become an integral part of traditional health\n\ncare supply and distribution\n\nrelationships.\n\nOur distribution business is characterized by rapid technological\n\ndevelopments and intense\n\ncompetition.\n\nThe continuing advancement of online commerce requires\n\nus to cost-effectively adapt to changing\n\ntechnologies, to enhance existing services and to develop and introduce a\n\nvariety of new services to address the\n\nchanging demands of consumers and our customers on a timely basis, particularly\n\nin response to competitive\n\nofferings.\n\nThrough our proprietary, technologically-based suite of products, we offer customers a variety of competitive\n\nalternatives.\n\nWe\n\nbelieve that our tradition of reliable service, our name recognition\n\nand large customer base built\n\non solid customer relationships, position us well to participate in\n\nthis significant aspect of the distribution business.\n\nWe\n\ncontinually explore ways and means to improve and expand our\n\nonline presence and capabilities, including in\n\nour online commerce offerings and our use of various social media outlets.\n\nInternational Transactions\n\nUnited States and foreign import and export laws and regulations require us to\n\nabide by certain standards relating to\n\nthe importation and exportation of products.\n\nWe\n\nalso are subject to certain laws and regulations concerning the\n\nconduct of our foreign operations, including the U.S. Foreign Corrupt Practices\n\nAct, the U.K. Bribery Act, German\n\nanti-corruption laws and other anti-bribery laws and laws pertaining\n\nto the accuracy of our internal books and\n\nrecords, as well as other types of foreign requirements similar to those\n\nimposed in the United States.\n\nWhile we believe that we are substantially compliant with the foregoing laws\n\nand regulations promulgated\n\nthereunder and possess all material permits and licenses required for the conduct\n\nof our business, there can be no\n\nassurance that laws and regulations that impact our business or laws\n\nand regulations as they apply to our customers’\n\npractices will not have a material adverse effect on our business.\n\nSee “\n\n[Item 1A. Risk Factors](#a23266)\n\n[.](#a23266)\n\n” for a discussion of additional burdens, risks and regulatory developments\n\nthat may\n\naffect our results of operations and financial condition.\n\nProprietary Rights\n\nWe hold trademarks relating to the “Henry Schein\n\n®\n\n” name and logo, as well as certain other trademarks.\n\nAdditionally, certain of our manufacturing businesses hold patents on certain of our products.\n\nWe believe that we\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n23\n\nhave taken necessary steps to protect our proprietary rights, but no assurance\n\ncan be given that we will be able to\n\nsuccessfully enforce or protect our rights in the event that they are infringed\n\nupon by a third party.\n\nEmployees and Human Capital\n\nAt Henry Schein, we have long recognized that as a purpose-driven company, our commitment to creating shared\n\nvalue drives positive societal and environmental impact while supporting long-term\n\nbusiness success.\n\nBuilding\n\ntrusted relationships with the key stakeholders who make up our Mosaic of\n\nSuccess - Team Schein Members\n\n(TSMs), customers, suppliers, stockholders, and society, helps drive our Company’s sustained growth, amplifies\n\nour collective strengths, and brings to life our vision of making the world healthier, together.\n\nOverseen by the\n\nNominating and Governance Committee of our Board of Directors (“Board”)\n\nwith the Compensation Committee\n\nalso playing a role in environmental, social, and governance matters related\n\nto human capital engagement and\n\nexecutive compensation, some key 2025 highlights related to human capital\n\nmatters include:\n\n•\n\nContinuing to compensate employees based on role, experience, and\n\nperformance, consistent with fair\n\npay practices and competitive outcomes across the workforce;\n\n•\n\nExpanding our learning journey by educating TSMs on multiple components\n\nof our culture and values,\n\ncreating an understanding of how to sustain a meaningful, inclusive, and learning\n\noriented culture; and\n\n•\n\nContinuing to drive a connected and caring community for our TSMs\n\nby fostering an environment\n\nwhere they can feel a sense of inclusion, belonging, and purpose.\n\nAt Henry Schein, our employees continue to be one of our greatest assets.\n\nWe\n\nemploy more than 25,000 people,\n\nwith approximately 48% of our workforce based in the United States and approximately\n\n52% based outside of the\n\nUnited States.\n\nApproximately 14% of our employees are subject to collective bargaining agreements.\n\nWe\n\nbelieve\n\nthat our relations with our employees are excellent.\n\nTSMs are the cornerstone of our Company.\n\nWe\n\nprovide a connected and caring community that invests\n\nin the\n\ncareer journey of our TSMs and encourages their contribution to our\n\nmission of making the world healthier.\n\nOur\n\nTSM experience strategy is centered around our Team Schein Values\n\nunder the pillars of Community, Caring, and\n\nCareer.\n\nWe\n\nknow our business success is built on the engagement and commitment\n\nof our team, which is dedicated\n\nto meeting the needs of their fellow TSMs, our customers, supplier partners, stockholders,\n\nand society.\n\nWe\n\nrecognize the changes in how and where we work, and that a continued\n\nconnection to our long-standing values\n\nis important for our team members as we evolve our culture.\n\nThroughout 2025, we continued listening to our team\n\nthrough our continuous listening program, including The Pulse Global Culture\n\nSurvey, quarterly Pulse surveys, and\n\nTSM roundtables, to garner feedback from our TSMs on their employee experience.\n\nWe\n\nbelieve that a great\n\nemployee experience also drives a great customer experience.\n\nWe\n\nwant all our TSMs to pursue their ambitions,\n\ndeliver within our value-driven culture, and enjoy a rewarding career enabled\n\nby great people leaders.\n\nOur recent listening efforts show that our Team Schein Values\n\nand TSM community remain our top strengths, and\n\nthat overall TSM engagement is driven by a small set of people-centric factors,\n\nled by how supported, well, and\n\nconnected TSMs feel, with communication and culture acting as amplifiers of\n\ntrust and inclusion.\n\nDay-to-day\n\nexperience varies across teams, particularly during periods of change, shaping how\n\nworkload, pace, and priorities\n\nare experienced.\n\nThe greatest opportunity lies in strengthening consistency and clarity around\n\ndirection and\n\nexpectations, so teams feel better supported as we continue to evolve.\n\nThe feedback from our listening efforts is\n\nshared with our Executive Management Committee and Board, both of whom are\n\ncommitted to addressing\n\nidentified opportunities.\n\nAdditionally, in 2025 we conducted our second Corporate Citizenship Barometer\n\nto\n\nquantify stakeholder perceptions of the Company’s environmental and social priorities, commitments, and impacts.\n\nAs part of this commitment, some highlights from 2025 included:\n\n•\n\nCommunity:\n\nProvide opportunities for TSMs to have fun while contributing to an inclusive team that\n\nrespects and supports one another.\n\n•\n\nContinued our focus on creating an inclusive environment where TSMs\n\nfeel a sense of belonging;\n\nnotably, in 2025 for the fourth time, our top strength identified in The Pulse Global Culture Survey was\n\nour Company’s inclusive culture.\n\nTo deepen our commitment to inclusion across the Company, Global\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n24\n\nDirectors and Vice Presidents and U.S. Managers are responsible for attending educational training\n\nfocused on developing our culture.\n\nWe\n\ncontinue to expand our learning journey, educating TSMs on\n\nkey topics that help us develop a culture of inclusion and understanding.\n\n•\n\nCompleted our second year of Henry Schein Games, a global virtual platform\n\nthat drives community\n\nand engagement and offers field-day type in-person events at various global locations\n\nthat brought\n\nTSMs together through friendly competition by earning points for their team\n\nby engaging in cultural-\n\nrelated activities and posting photos.\n\n•\n\nExpanded the number of Connection Days throughout the globe at Henry Schein\n\nfacilities, which were\n\ndesigned to boost team morale by bringing TSMs together to participate\n\nin team building activities at\n\nleast once per quarter.\n\n•\n\nContinued focus on our Employee Resource Groups (“ERGs”), a vehicle\n\nfor all TSMs to share,\n\nconnect, learn, and develop both personally and professionally.\n\nEach of our ERGs has a sponsor from\n\nour Executive Management Committee and our Board.\n\nOur Chief Executive Officer (“CEO”) engages\n\ndirectly in many of our ERG programs.\n\n•\n\nLaunched Functional Resource Groups (“FRGs”), a vehicle for TSMs to\n\nlearn, collaborate, and\n\nproblem-solve – bridging gaps and uniting global TSMs within similar functions\n\nacross departments,\n\nregions, and work models.\n\n•\n\nLaunched MySchein Reels and Community Explorer –pages on our internal intranet\n\nthat drive\n\nawareness of various connection opportunities throughout the Company.\n\n•\n\nPiloted an enhanced workplace technology tool that offers functionality for collaboration by\n\nallowing\n\nteams to see when others are working in an office, seamless booking of spaces both at\n\nHenry Schein\n\nfacilities and on-demand spaces, and a Company events calendar.\n\n•\n\nCertified an additional 100 TSMs through our Culture Ambassador Program,\n\nwhich educates TSMs on\n\nour culture and certifies TSMs as mentors to new hires during their first 90 days\n\nto ensure new TSMs\n\nunderstand how we live our values day to day, and how they can engage in the Team Schein Culture.\n\n•\n\nCaring:\n\nBuild a world we want to live in by supporting each other and the communities\n\nin which we live\n\nand work.\n\n•\n\nContinued to offer a variety of opportunities to volunteer to drive purpose and engage\n\nin local\n\ncommunities in which TSMs live and work, such as through Carry the Load, the\n\nWe\n\nCare Global\n\nChallenge, Back to School, and Holiday Cheer.\n\n•\n\nContinued to strengthen our strategic partnerships with industry associations, customers,\n\nand suppliers\n\nthat support access to quality health care through various key programs and\n\ninitiatives (e.g., S.M.I.L.E.\n\nHealthcare Pathway Program, Gives Kids A Smile, Cares Package Program, Global\n\nStudent Outreach\n\nProgram, and Prepare to Care).\n\n•\n\nIn 2025, we shipped nearly 2,500 Henry Schein CARES packages to over 200\n\ngrant recipients.\n\nThese\n\npackages contained donated products enabling health care heroes across\n\nthe globe to support screening,\n\nrestorative, and educational events.\n\n•\n\nDeveloped the Stan’s Service Award\n\nprogram to honor Stanley M. Bergman’s legacy that aims to\n\ncelebrate TSMs who embody the philosophy of “doing well by doing good.” This\n\nprogram awards a\n\nlimited number of cash grants to non-profit organizations globally where TSMs volunteer\n\ntheir time.\n\n•\n\nExpanded our global and highly rated Steps for Suicide Prevention campaign,\n\nwhich brings TSMs\n\ntogether to walk for a cause and provide education, partnering with the American\n\nFoundation for\n\nSuicide Prevention, Suicide Awareness and Remembrance (for Veterans),\n\nand other local\n\norganizations.\n\n•\n\nWe\n\nalso understand the importance of driving a culture of wellness\n\nfor our own team members through\n\nour Mental Wellness Committee, which is supported by our CEO, Executive Management Committee,\n\nand Board.\n\nIn 2025, we launched an “Intrinsic Motivation” campaign to help TSMs\n\nunderstand what\n\ndrives them at work and how they can get more involved in initiatives that\n\nalign to that motivator to\n\nhelp TSMs find work that is more meaningful, energizing, and fulfilling.\n\n•\n\nCareer:\n\nProvide opportunities for TSMs to develop personally and professionally with an emphasis on\n\nembodying our values to achieve our collective goals with excellence\n\nand integrity.\n\n•\n\nLaunched The HELIX Network,\n\na leadership development program that cultivates high-performing\n\nTSMs to represent Henry Schein with external partners.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n25\n\n•\n\nImplemented globally the Core Leadership Capabilities (CLCs) for all TSMs\n\nthat highlights the\n\nleadership capabilities that all TSMs are expected to demonstrate for career\n\nsuccess.\n\nThe CLCs are a\n\ncommon language and foundational step to developing and refining the tools,\n\nprocesses, and programs\n\nwhich support the evolution of a TSM’s career,\n\nincluding enhancing skills and career development,\n\nleading to enhanced career pathing and internal mobility.\n\n•\n\nLaunched Career Explorer, a centralized hub for TSMs to access the tools and resources needed to\n\nsupport their career journey.\n\nThe hub provides access to the Career & Leadership Opportunities page\n\nwhich markets internal roles and assignments across the company to support\n\ninternal movement;\n\ndirects TSMs to the Global Talent & Development page for support in the talent, performance,\n\nlearning, and assessment space; highlights career stories from fellow TSMs\n\nfor inspiration; and details\n\nour Core Leadership Capabilities, which provide transparency of the leadership\n\ncapabilities that all\n\nTSMs are expected to demonstrate for career success.\n\n•\n\nContinued investment in our employees by providing both formal and\n\ninformal learning opportunities\n\nfocused on growing and enhancing knowledge, skills, and abilities through a broad\n\nsuite of professional\n\ndevelopment training programs for current and future roles.\n\nIn 2025, we continued to add new\n\nworkshops that enabled TSMs to build the skills they need for today and for the\n\nfuture.\n\n•\n\nContinued expansion of our Leadership Development programs, inclusive of\n\nour formal mentorship\n\nand coaching programs.\n\n•\n\nContinued roll-out of talent planning efforts designed to ensure a strong leadership\n\npipeline across the\n\norganization by strategically identifying and developing talent through targeted development\n\nopportunities and intentional succession plans.\n\nInformation derived from talent planning efforts\n\ninforms curriculum design and content to help focus on the right\n\ncapabilities and help ensure alignment\n\nof career development efforts with the future needs of the organization.\n\nOur Board is provided with\n\nperiodic updates regarding our talent and succession planning efforts and participates\n\nin professional\n\ndevelopment activities with our TSMs.\n\n•\n\nEnhanced company-wide recognitions, including our Teddy Philson Team Schein Award,\n\nwhich was\n\nredesigned in 2023 to provide more visibility and meaningful\n\nrecognition to TSMs who exemplify our\n\nTeam Schein Values,\n\nas well as other programs including service awards which highlight TSMs who\n\nexemplify our Team Schein Values.\n\nIn 2025, we recognized 16 award winners around the world at our\n\nGlobal Directors and Vice Presidents Management Meeting.\n\nAvailable Information\n\nWe make available free of charge through our website, www.henryschein.com,\n\nour annual report on Form 10-K,\n\nquarterly reports on Form 10-Q, current reports on Form 8-K, statements\n\nof beneficial ownership of securities on\n\nForms 3, 4 and 5 and amendments to these reports and statements filed or furnished\n\npursuant to Section 13(a) and\n\nSection 16 of the Securities Exchange Act of 1934 as soon as reasonably\n\npracticable after such materials are\n\nelectronically filed with, or furnished to, the United States Securities and\n\nExchange Commission, or SEC.\n\nOur\n\nprincipal executive offices are located at 135 Duryea Road, Melville, New York 11747, and our telephone number\n\nis (631) 843-5500.\n\nUnless the context specifically requires otherwise, the terms\n\nthe “Company,” “Henry Schein,”\n\n“we,” “us” and “our” mean Henry Schein, Inc., a Delaware corporation,\n\nand its consolidated subsidiaries.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n26\n\nInformation about our Executive Officers\n\nThe following table sets forth certain information regarding our executive\n\nofficers as of February 24, 2026:\n\nName\n\nAge\n\nPosition\n\nStanley M. Bergman\n\n76\n\nChairman, Chief Executive Officer, Director\n\nAndrea Albertini\n\n55\n\nChief Executive Officer, Global Distribution and Technology\n\nMichael S. Ettinger\n\n64\n\nExecutive Vice President and Chief Operating Officer\n\nMark E. Mlotek\n\n70\n\nExecutive Vice President, Chief Strategic Officer\n\nTom Popeck\n\n56\n\nChief Executive Officer, Henry Schein Products\n\nChristine Sheehy\n\n58\n\nSenior Vice President, Chief Human Resources Officer\n\nRonald N. South\n\n64\n\nSenior Vice President, Chief Financial Officer\n\nStanley M. Bergman\n\nhas been our Chairman and Chief Executive Officer since 1989 and a director\n\nsince 1982.\n\nMr. Bergman held the position of President from 1989 to 2005.\n\nMr. Bergman held the position of Executive Vice\n\nPresident from 1985 to 1989 and Vice President of Finance and Administration from 1980 to 1985.\n\nMr. Bergman\n\nis a South African Chartered Accountant and a Certified Public Accountant.\n\nMr. Bergman will retire as Chief\n\nExecutive Officer on March 1, 2026, following which Mr. Bergman will remain as Chairman of the Board.\n\nAndrea Albertini\n\nhas been Chief Executive Officer, Global Distribution Group and Technology Group since\n\nJanuary 2025.\n\nIn this role, Mr. Albertini is responsible for our Global Distribution and Value-Added Services\n\nsegment and our Global Technology segment.\n\nMr. Albertini joined us in 2013 and has held several positions within\n\nthe organization including Chief Executive Officer, International Distribution Group, President, International\n\nDistribution Group, President of our EMEA Dental Distribution Group,\n\nand Vice-President of International Dental\n\nEquipment.\n\nPrior to joining Henry Schein, Mr. Albertini held leadership positions at Cefla Dental Group and\n\nCastellini.\n\nMichael S. Ettinger\n\nhas been our Executive Vice President and Chief Operating Officer since 2022.\n\nPrior to his\n\ncurrent position, Mr. Ettinger served as Senior Vice President, Corporate & Legal Affairs, Chief of Staff and\n\nSecretary from 2015 to 2022, Senior Vice President, Corporate & Legal Affairs and Secretary from 2013 to 2015,\n\nCorporate Senior Vice President, General Counsel & Secretary from 2006 to 2013, Vice President, General\n\nCounsel and Secretary from 2000 to 2006, Vice President and Associate General Counsel from 1998 to 2000\n\nand\n\nAssociate General Counsel from 1994 to 1998.\n\nBefore joining us, Mr. Ettinger served as a senior associate with\n\nBower & Gardner and as a member of the Tax Department at Arthur Andersen.\n\nMark E. Mlotek\n\nhas been our Executive Vice President and Chief Strategic Officer since 2012.\n\nMr. Mlotek was a\n\ndirector from 1995 to May 2025.\n\nPrior to his current role, Mr. Mlotek was Senior Vice President and subsequently\n\nExecutive Vice President of the Corporate Business Development Group between 2000 and 2012.\n\nPrior to that, Mr.\n\nMlotek was Vice President, General Counsel and Secretary from 1994 to 1999 and became a director in\n\n1995.\n\nPrior to joining us, Mr. Mlotek was a partner in the law firm of Proskauer Rose LLP, counsel to us,\n\nspecializing in mergers and acquisitions, corporate reorganizations and tax law from 1989 to 1994.\n\nTom\n\nPopeck\n\nhas been our Chief Executive Officer, Henry Schein Products Group since January 2025.\n\nIn this role,\n\nMr. Popeck is responsible for our Global Specialty Products segment.\n\nSince joining us in 2019, Mr. Popeck has\n\nheld several key positions including Chief Executive Officer, Healthcare Specialties Group, and President of our\n\nHealthcare Specialties Group.\n\nPrior to joining Henry Schein, Mr. Popeck held various sales leadership and general\n\nmanagement executive positions at Stryker.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n27\n\nChristine Sheehy\n\nhas been our Senior Vice President, Chief Human Resources Officer since November 2024.\n\nMs.\n\nSheehy joined us in 2019 and has held several key positions with increasing\n\nresponsibility, including Vice\n\nPresident\n\nof the Human Resources Business Partner function for our North America\n\nDistribution Group, Healthcare\n\nSpecialties Group, several Global Oral Reconstruction businesses, and our\n\nCorporate Functions.\n\nPrior to joining\n\nHenry Schein, Ms. Sheehy held various leadership positions at Standard Chartered\n\nBank and Banco Real.\n\nRonald N. South\n\nhas been our Senior Vice President\n\nand Chief Financial Officer (and principal financial officer\n\nand principal accounting officer) since 2022.\n\nPrior to holding his current position, Mr. South was our Vice\n\nPresident Corporate Finance since 2008, and Chief Accounting Officer from 2013 until 2022.\n\nPrior to joining us in\n\n2008 as our Vice President, Corporate Finance, Mr. South held leadership roles at Bristol-Myers Squibb and\n\nPepsiCo, and held several roles of increasing responsibility with PricewaterhouseCoopers\n\nLLP,\n\nwhere he advised\n\nclients located in the United States, Europe, and Latin America.\n\nMr. South is a Certified Public Accountant.\n\nOther Executive Management\n\nThe following table sets forth certain information regarding other Executive\n\nManagement as of February 24, 2026:\n\nName\n\nAge\n\nPosition\n\nR. Steven Boggan\n\n61\n\nChief Executive Officer, Global Oral Reconstruction Group, Americas\n\nDavid Kochman\n\n46\n\nSenior Vice President, Chief Corporate Affairs Officer\n\nJames Mullins\n\n61\n\nSenior Vice President, Global Supply Chain\n\nKelly Murphy\n\n45\n\nSenior Vice President and General Counsel\n\nChristopher Pendergast\n\n63\n\nSenior Vice President and Chief Technology Officer\n\nR. Steven Boggan\n\nhas been our Chief Executive Officer, Global Oral Reconstruction Group since July 2025.\n\nAs\n\nCEO of our Global Oral Reconstruction Group, which is part of our Global\n\nSpecialty Products segment, Mr.\n\nBoggan leads commercial operations in the Americas, global marketing,\n\nand R&D.\n\nMr. Boggan joined Henry\n\nSchein, as the President and CEO of BioHorizons, which we acquired in\n\n2014.\n\nMr. Boggan joined BioHorizons in\n\n1995 and was promoted to President and CEO in 2000.\n\nPrior to BioHorizons, Mr. Boggan was employed at Dow\n\nCorning Wright and Wright Medical Technology\n\nfrom 1989 until 1995.\n\nDavid Kochman\n\nhas been our Senior Vice President, Chief Corporate Affairs Officer since January 2025.\n\nMr.\n\nKochman joined us in 2015 and has held roles of increasing responsibility, including Vice President, Chief\n\nCorporate Affairs Officer, and Vice\n\nPresident, Corporate Affairs & Deputy Chief of Staff, Office of the CEO.\n\nPrior\n\nto joining Henry Schein, Mr. Kochman served as General Counsel and Corporate Development Officer for a\n\nprivately held company and was previously a Partner at the law firm Reed Smith\n\nLLP.\n\nJames Mullins\n\nhas been our Senior Vice President of Global Supply Chain since 2018.\n\nMr. Mullins joined us in\n\n1988 and has held a number of key positions with increasing responsibility, including Global Chief Customer\n\nService Officer.\n\nKelly Murphy\n\nhas been our Senior Vice President and General Counsel since 2021.\n\nIn 2025, in addition to her\n\nglobal legal responsibilities, her role expanded to include leadership of\n\nour Regulatory and Compliance functions.\n\nSince joining us in 2011, Ms. Murphy has held several key positions of increasing responsibility within\n\nthe legal\n\nfunction, most recently serving as Deputy General Counsel.\n\nChristopher Pendergast\n\nhas been our Senior Vice President and Chief Technology Officer since 2018.\n\nPrior to\n\njoining us, Mr. Pendergast was employed by VSP Global from 2008 to 2018, most recently as the Chief\n\nTechnology Officer and Chief Information Officer.\n\nPrior to VSP Global, Mr. Pendergast served in roles of\n\nincreasing responsibility at Natural Organics, Inc., from 2006 to 2008, IdeaSphere Inc./Twinlab Corporation from\n\n2000 to 2006, IBM Corporation from 1987 to 1994 and 1998 to 2000\n\nand Rohm and Haas from 1994 to 1998.\n\n[Table of Contents](#a296)\n\n[Index to Financial Statements](#a33909)\n\n28"}