Form 8-K

8-K — HENRY SCHEIN INC

Accession: 0001000228-26-000021

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001000228

SIC: 5047 (WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hsic-20260505.htm (Primary)

EX-99.1 (exhibit991.htm)

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GRAPHIC (exhibit991p1i1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT FILING

8-K (Primary)

Filename: hsic-20260505.htm · Sequence: 1

hsic-20260505

0001000228

false

NASDAQ

0001000228

2026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 5, 2026

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

0-27078

(Commission

File Number)

11-3136595

(IRS Employer

Identification No.)

135 Duryea Road

Melville

New York

(Address of principal executive offices)

11747

(Zip Code)

Registrant’s telephone number, including area code: (

631

)

843-5500

(Former name or former address, if changed since last

report.)

Check the appropriate box

below if the

Form 8-K filing is intended to simultaneously satisfy

the filing obligation of

the registrant under any

of the following

provisions:

☐

Written communications pursuant

to Rule 425

under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to

Rule 14a-12 under

the Exchange Act (17

CFR 240.14a-12)

☐

Pre-commencement communications pursuant to

Rule 14d-2(b) under

the Exchange Act

(17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to

Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the

Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

HSIC

The

Nasdaq

Global Select Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act

of 1933 (§230.405 of this chapter) or Rule

12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company

☐

If an emerging growth company,

indicate by check mark if the registrant has

elected not to use the extended transition period

for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of

the Exchange Act.

☐

Item 2.02.

Results of Operations and Financial Condition.

On May 5, 2026, Henry Schein, Inc. issued a press release reporting

the financial results for the three months

ended March 28, 2026.

The full text of the press release is attached hereto as Exhibit

99.1 and is incorporated herein by

reference.

The information in this Item 2.02 and the press release attached as Exhibit

99.1 are considered furnished to the

Securities and Exchange Commission and are not deemed filed for purposes

of Section 18 of the Securities Exchange

Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibit 99.1 – Press Release dated May 5, 2026.

Exhibit 104 - Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to

be signed on its behalf by the undersigned hereunto duly authorized.

HENRY SCHEIN, INC.

By:

/s/ Ronald N. South

Ronald N. South

Senior Vice President and

Chief Financial Officer

(Authorized Signatory and Principal

Financial and Accounting Officer)

May 5, 2026

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated May 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

EX-99.1

Filename: exhibit991.htm · Sequence: 2

exhibit991

-1-

FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

●

Q1 2026 GAAP diluted EPS of $0.92 compared to $0.88 GAAP diluted EPS in

Q1 2025

●

Q1 2026 non-GAAP diluted EPS of $1.32 compared to $1.15 non-GAAP diluted

EPS in Q1 2025

●

Reaffirming guidance for 2026 sales, non-GAAP diluted EPS, and Adjusted

EBITDA

●

Confirming that value creation initiatives are expected to deliver over $200 million of operating

income

improvement over the next few years, with $125 million run-rate by year-end

2026

MELVILLE, N.Y.,

May 5, 2026 –

Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest provider of health care

solutions to office-based dental and medical practitioners, today reported financial results

for the first quarter ended March

28, 2026.

“I am pleased with our strong first quarter results that reflect continuing

momentum from the second half of last year

as we grow market share and expand gross margins. Our growth outlook,

combined with the progress made on value-creation

initiatives and a strong start to the year, reinforces

my confidence that we will deliver on our 2026 financial guidance,”

said

Fred Lowery,

Chief Executive Officer of Henry Schein.

“I am committed to the Company’s goal of achieving greater than

$200 million of annual operating income improvement within the next

few years, with a $125 million run-rate by the end of

2026. These initiatives, along with continued execution of our strategic

plan, will contribute to us achieving high-single digit

to low-double digit earnings growth in the coming years.”

“Over the last two months as I have immersed myself in the business

and spoken with customers, suppliers and

employees, it is clear that Henry Schein has great assets with a

differentiated platform to serve as a trusted partner to

healthcare practitioners

worldwide. As we look ahead, I’m excited by the significant

opportunities to accelerate growth

through the use of technology,

improve operational execution, and become

a more agile company,” added Mr. Lowery.

First Quarter 2026

Financial Results

●

Total

net sales

for the quarter were $3.4 billion,

an increase of 6.3% compared to the first quarter of 2025 and

reflects 2.5% internal sales growth, 0.7% sales growth from acquisitions, and

a 3.1% increase resulting from foreign

currency exchange. First quarter sales growth is detailed in Exhibit A

●

Global Distribution and Value-Added Services sales

for the quarter increased 6.1%, and reflects 2.5% internal

sales growth, 0.6% sales growth from acquisitions, and a 3.0% increase

resulting from foreign currency exchange

compared with the first quarter of 2025. The main components are:

●

Global Dental Distribution merchandise sales

for the quarter increased 9.0%, and by 3.0% internal sales

growth, compared with the first quarter of 2025, with continuing strong

momentum in the U.S.

-2-

●

Global Dental Distribution equipment sales

for the quarter increased 8.6%, and by 3.5% internal sales

growth, compared with the first quarter of 2025.

●

Global Medical Distribution sales

for the quarter increased 1.7%, and by 1.3% internal sales growth,

compared with the first quarter of 2025.

●

Global Value-Added Services sales

for the

quarter increased 10.6%, and by 7.8% internal sales growth,

compared with the first quarter of 2025.

●

Global Specialty Products sales

for the quarter increased 8.1%, and by 1.7%

internal sales growth, 1.7% sales

growth from acquisitions, and a 4.7% increase resulting from

foreign currency exchange, compared with the first

quarter of 2025.

●

Global Technology sales

for the quarter increased 7.0%, and reflects 6.9% internal sales growth, 1.3%

sales

decrease due to a business disposal,

and a 1.4% increase resulting from foreign currency exchange,

compared with

the first quarter of 2025.

●

GAAP net income

for the quarter was $107 million, or $0.92 per diluted share

, and compares with first-quarter

2025 GAAP net income of $110 million, or $0.88 per diluted share.

●

Non-GAAP net income

for the quarter was $153 million, or $1.32

per diluted share

, and compares with first-

quarter 2025 non-GAAP net income of $143 million, or $1.15 per diluted

share.

●

Adjusted EBITDA

for the quarter was $289 million and compares

with first-quarter 2025

Adjusted EBITDA of

$259 million.

●

In the first quarter of 2026, the Company acquired a controlling interest

in its S.I.N. distributor in the U.S. to enhance

its position in the value implant market and support its business integration

strategy.

This transaction resulted in a

remeasurement gain of $11 million.

Share Repurchases

During the first quarter of 2026, the Company repurchased approximately

1.6 million shares of common stock at an

average price of $77.64 per share for a total of $125 million.

At the end of the quarter,

Henry Schein had $655 million authorized and available for future stock

repurchases.

2026 Financial Guidance

Henry Schein today reaffirmed its financial guidance for 2026. Guidance is for current

continuing operations and

does not include the impact of restructuring expenses and related costs, amortization

expense of acquired intangible assets,

the impairment of intangible assets,

changes in contingent consideration,

costs associated with shareholder advisory matters,

select implementation-related costs supporting value creation

initiatives,

and litigation settlements. This guidance also

assumes that foreign currency exchange rates remain generally consistent with

current levels.

●

2026 non-GAAP diluted EPS attributable to Henry Schein, Inc.

is unchanged and expected to be $5.23 to $5.37.

-3-

●

2026 total sales growth is unchanged and expected to be approximately 3%

to 5% over 2025.

●

2026 Adjusted EBITDA

is unchanged and expected to grow mid-single digits compared with 2025.

Adjustments to 2026 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2026 diluted EPS and for 2026

Adjusted EBITDA on a non-GAAP basis, as

noted above. The Company is not providing a reconciliation of its 2026 non-GAAP

diluted EPS guidance to its projected

2026 diluted EPS prepared on a GAAP basis, or its 2026

Adjusted EBITDA guidance to net income prepared on a GAAP

basis. This is because the Company is unable to provide without

unreasonable effort an estimate of restructuring expenses

and related costs, including its ongoing value-creation initiatives, and

the corresponding tax effect, which will be included in

the Company’s 2026 diluted EPS and net income, prepared on a GAAP basis. The inability to provide this

reconciliation is

due to the uncertainty and inherent difficulty of predicting the occurrence, magnitude,

financial impact and timing of related

costs.

Management does not believe these items are representative of the Company’s underlying business performance.

For

the same reasons, the Company is unable to address the probable significance

of the unavailable information, which could be

material to future results.

First-Quarter 2026 Conference Call Webcast

The Company will hold a conference call to discuss first-quarter 2026 financial

results today, beginning at 8:00 a.m.

Eastern time. Individual investors are invited to listen to the

conference call through Henry Schein’s website by visiting

https://investor.henryschein.com/webcasts. In addition, a replay will be available beginning shortly after the call has

ended

for a period of one week.

The Company will be posting slides that provide a summary of its first-quarter

2026

financial results on its website at

https://investor.henryschein.com/financials/quarterly-results/.

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a solutions company for health care

professionals powered by a network of

people and technology. With more than 25,000 Team

Schein Members worldwide, the Company's network of trusted

advisors provides more than 1 million customers globally with more

than 300 valued solutions that help improve operational

success and clinical outcomes. Our Business, Clinical, Technology and Supply Chain solutions help office-based dental and

medical practitioners work more efficiently so they can provide quality care more

effectively. These solutions also support

dental laboratories, government and institutional health care clinics, as well

as other alternate care sites.

Henry Schein operates through a centralized and automated distribution

network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products

in our main distribution centers.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville,

N.Y.,

and has operations or affiliates in 34 countries and territories. The Company's sales reached

$13.2 billion in 2025, and

have grown at a compound annual rate of approximately 11.0 percent since Henry Schein became a public

company in 1995.

-4-

For more information, visit Henry Schein at www.henryschein.com, Facebook.com/HenrySchein,

Instagram.com/HenrySchein,

and @HenrySchein on X.

Cautionary Note Regarding Forward-Looking Statements and Use

of Non-GAAP Financial Information

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation

Reform Act of 1995, we provide the

following cautionary remarks regarding important factors that, among others,

could cause future results to differ materially from the

forward-looking statements, expectations and assumptions expressed or implied herein.

All forward-looking statements made by us are

subject to risks and uncertainties and are not guarantees of future performance.

These forward-looking statements involve known and

unknown risks, uncertainties and other factors that may cause our actual

results, performance and achievements or industry results to be

materially different from any future results, performance or achievements

expressed or implied by such forward-looking statements.

These statements include total sales growth, EPS and Adjusted EBITDA guidance

and are generally identified by the use of such

terms as “may,” “could,”

“expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,”

“to be,” “to make”,

“have

confidence or confident that it will” or other comparable terms. A fuller discussion

of our operations, financial condition and status of

litigation matters, including factors that may affect our business and

future prospects, is contained in documents we have filed with the

United States Securities and Exchange Commission, or SEC, including

our Annual Report on Form 10-K, and will be contained in all

subsequent periodic filings we make with the SEC. These documents identify

in detail important risk factors that could cause our actual

performance to differ materially from current expectations.

Risk factors and uncertainties that could cause actual results to differ

materially from current and historical results include, but

are not limited to: our dependence on third parties for the manufacture and

supply of our products and where we manufacture products,

our dependence on third parties for raw materials or purchased components;

risks relating to the achievement of our strategic growth

objectives, including anticipated results of restructuring and value creation

initiatives; risks related to the Strategic Partnership Agreement

with KKR Hawaii Aggregator L.P.

entered into in January 2025; transitions in senior company leadership

(including, without limitation,

the transition to a new Chief Executive Officer); our ability

to develop or acquire and maintain and protect new products (particularly

technology and specialty products) and services and utilize new technologies

that achieve market acceptance with acceptable margins;

transitional challenges associated with acquisitions and joint ventures,

including the failure to achieve anticipated synergies/benefits, as

well as significant demands on our operations, information systems, legal, regulatory,

compliance, financial and human resources

functions in connection with acquisitions, dispositions and joint ventures; certain

provisions in our governing documents that may

discourage third-party acquisitions of us; adverse changes in supplier rebates

or other purchasing incentives; risks related to the sale of

corporate brand products; risks related to activist investors; security risks associated

with our information systems and technology

products and services, such as cyberattacks or other privacy or data security

breaches (including the October 2023 incident); effects

of a

highly competitive (including, without limitation, competition from third-party

online commerce sites) and consolidating market;

political, economic, and regulatory influences on the health care industry;

risks from expansion of customer purchasing power and multi-

tiered costing structures; increases in shipping costs for our products or

other service issues with our third-party shippers, and increases in

fuel and energy costs; changes in laws and policies governing manufacturing,

development and investment in territories and countries

where we do business; general global and domestic macro-economic and political conditions,

including inflation, deflation, recession,

unemployment (and corresponding increase in under-insured

populations), consumer confidence, sovereign debt levels, fluctuations

energy pricing and the value of the U.S. dollar as compared to foreign

currencies and changes to other economic indicators failure to

comply with existing and future regulatory requirements, including relating

to health care; risks associated with the EU Medical Device

Regulation; failure to comply with laws and regulations relating to health care

fraud or other laws and regulations; failure to comply with

laws and regulations relating to the collection, storage and processing of sensitive

personal information or standards in electronic health

records or transmissions; changes in tax legislation, changes in tax rates and availability

of certain tax deductions; risks related to product

liability, intellectual property

and other claims; risks associated with customs policies or legislative import

restrictions; risks associated

with disease outbreaks, epidemics, pandemics (such as the COVID-19

pandemic), or similar wide-spread public health concerns and other

natural or man-made disasters; risks associated with our global operations; the

threat or outbreak of war (including, without limitation,

geopolitical wars), terrorism or public unrest (including, without limitation,

the wars in Ukraine and Iran,

the Israel-Gaza war and other

unrest and threats in the Middle East and the possibility of a wider European or

global conflict); changes to laws and policies governing

foreign trade, tariffs and sanctions or greater restrictions on imports

and exports, including changes to international trade agreements and

the current imposition of (and the potential for additional) tariffs by

the U.S. on numerous countries and retaliatory tariffs; supply

chain

disruption; litigation risks; new or unanticipated litigation developments

and the status of litigation matters; our dependence on our senior

management,

employee hiring and retention, increases in labor costs or health care costs, and our relationships

with customers, suppliers

and manufacturers; and disruptions in financial markets. The order in which

these factors appear should not be construed to indicate their

relative importance or priority.

We caution that

these factors may not be exhaustive and that many of these factors are beyond our

ability to control or predict.

Accordingly, any forward-looking

statements contained herein should not be relied upon as a prediction of actual

results. We undertake

no duty and have no obligation to update forward-looking statements except

as required by law.

-5-

Included within the press release are non-GAAP financial measures that supplement

the Company’s Consolidated Statements of

Income prepared under generally accepted accounting principles (GAAP).

These non-GAAP financial measures adjust the Company’s

actual results prepared under GAAP to exclude certain items. In the schedule

attached to the press release, the non-GAAP measures have

been reconciled to and should be considered together with the Consolidated

Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental information

about the financial performance of our business, enable

comparison of financial results between periods where certain items may vary independent

of business performance and allow for greater

transparency with respect to key metrics used by management in operating

our business. The impact of certain items that are excluded

include integration and restructuring costs, amortization of acquisition-related

assets, the insurance claim recovery associated with the

cybersecurity incident, changes in contingent consideration, costs associated with shareholder

advisory matters and select value creation

consulting costs, and litigation settlements because the amount and

timing of such charges are significantly impacted by the timing, size,

number and nature of the acquisitions we consummate and occur on an

unpredictable basis. These non-GAAP financial measures are

presented solely for informational and comparative purposes and should

not be regarded as a replacement for corresponding, similarly

captioned, GAAP measures.

See Exhibit A for details of sales growth. Internal sales growth is calculated

from total net sales using constant foreign

currency exchange rates and excludes sales from acquisitions.

See Exhibit B for a reconciliation of GAAP net income and diluted

EPS to non-GAAP net income and diluted EPS.

See Exhibit C for a reconciliation of GAAP net income to Adjusted EBITDA.

References to diluted EPS refer to diluted EPS attributable to Henry Schein, Inc.

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Tim Vassilakos

Vice President,

Global Corporate Communications

timothy.vassilakos@henryschein.com

(516) 510-0926

(TABLES TO FOLLOW)

-6-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF INCOME

(in millions,

except share and per share data)

(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Net sales

3,368

3,168

Cost of sales

2,298

2,168

Gross profit

1,070

1,000

Operating expenses:

Selling, general and administrative

809

738

Depreciation and amortization

Restructuring and related costs

Operating income

182

175

Other income (expense):

Interest income

Interest expense

(39)

(35)

Other, net

(1)

Income before taxes, equity in earnings of affiliates and noncontrolling interests

150

145

Income taxes

(38)

(35)

Equity in earnings of affiliates, net of tax

Net income

112

113

Less: Net income attributable to noncontrolling interests

(5)

(3)

Net income attributable to Henry Schein, Inc.

107

110

Earnings per share attributable to Henry Schein, Inc.:

Basic

0.93

0.89

Diluted

0.92

0.88

Weighted-average common

shares outstanding:

Basic

114,939,640

123,776,073

Diluted

116,061,244

124,848,221

-7-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

(in millions, except share data)

March 28,

December 27,

2026

2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

138

156

Accounts receivable, net of allowance for credit losses of $96 and $90

1,719

1,651

Inventories, net

2,014

2,002

Prepaid expenses and other

625

655

Total current assets

4,496

4,464

Property and equipment, net

618

621

Operating lease right-of-use assets

312

301

Goodwill

4,284

4,213

Other intangibles, net

1,007

1,018

Investments and other

587

598

Total assets

11,304

11,215

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1,043

1,154

Bank credit lines

1,046

764

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

262

340

Taxes

192

179

Other

641

680

Total current liabilities

3,297

3,228

Long-term debt

2,327

2,310

Deferred income taxes

158

146

Operating lease liabilities

263

251

Other liabilities

437

486

Total liabilities

6,482

6,421

Redeemable noncontrolling interests

903

895

Commitments and contingencies

Stockholders' equity:

Preferred stock, $0.01 par value, 1,000,000 shares authorized,

none outstanding

Common stock, $0.01 par value, 480,000,000 shares authorized,

114,424,682 issued and outstanding on March 28, 2026 and

115,771,149 issued and outstanding on December 27, 2025

Additional paid-in capital

167

177

Retained earnings

3,287

3,293

Accumulated other comprehensive loss

(189)

(226)

Total Henry Schein, Inc. stockholders' equity

3,266

3,245

Noncontrolling interests

653

654

Total stockholders' equity

3,919

3,899

Total liabilities, redeemable noncontrolling

interests and stockholders' equity

11,304

11,215

-8-

HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED

STATEMENTS

OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

March 28,

March 29,

2026

2025

Cash flows from operating activities:

Net income

112

113

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

Impairment charge on intangible assets

Non-cash restructuring and related charges

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

Provision for (benefit from) deferred income taxes

(7)

Equity in earnings of affiliates

(3)

Distributions from equity affiliates

Changes in unrecognized tax benefits

(1)

Other

(27)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(69)

(74)

Inventories

(14)

Other current assets

Accounts payable and accrued expenses

(223)

(112)

Net cash provided by (used in) operating activities

(97)

Cash flows from investing activities:

Purchases of property and equipment

(25)

(31)

Payments related to equity investments and business acquisitions,

net of cash acquired

(24)

(51)

Proceeds from loan to affiliate

Capitalized software costs

(14)

(12)

Other

(1)

(5)

Net cash used in investing activities

(63)

(99)

Cash flows from financing activities:

Net change in bank credit lines

283

215

Proceeds from issuance of long-term debt

150

Principal payments for long-term debt

(39)

(15)

Proceeds from issuance of stock upon exercise of stock options

Payments for repurchases and retirement of common stock

(125)

(161)

Payments for taxes related to shares withheld for employee taxes

(9)

(12)

Distributions to noncontrolling shareholders

(16)

(4)

Payments for contingent consideration

(12)

Acquisitions of noncontrolling interests in subsidiaries

(32)

(73)

Net cash provided by financing activities

120

Effect of exchange rate changes on cash and cash equivalents

(22)

Net change in cash and cash equivalents

(18)

Cash and cash equivalents, beginning of period

156

122

Cash and cash equivalents, end of period

138

127

-9-

Exhibit A - First Quarter Sales

Henry Schein, Inc.

2026 First Quarter

Sales Summary

(in millions)

(unaudited)

Q1 2026 over Q1 2025

Constant Currency

Growth

Q1 2026

Q1 2025

Local

Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added

Services

Merchandise

624

591

4.1%

1.5%

5.6%

0.0%

5.6%

Equipment

194

187

3.4%

0.0%

3.4%

0.0%

3.4%

Value-Added Services

6.2%

0.0%

6.2%

0.0%

6.2%

Total Dental

866

823

4.1%

1.0%

5.1%

0.0%

5.1%

Medical

1,043

1,030

1.2%

0.1%

1.3%

0.0%

1.3%

Total U.S. Distribution and Value-Added

Services

1,909

1,853

2.5%

0.5%

3.0%

0.0%

3.0%

International Distribution and Value-

Added Services

Merchandise

668

594

1.8%

1.1%

2.9%

9.6%

12.5%

Equipment

223

197

3.6%

0.0%

3.6%

9.8%

13.4%

Value-Added Services

18.9%

9.5%

28.4%

12.6%

41.0%

Total Dental

900

798

2.4%

0.8%

3.2%

9.8%

13.0%

Medical

4.7%

0.0%

4.7%

11.4%

16.1%

Total International Distribution and

Value-Added Services

930

823

2.5%

0.8%

3.3%

9.8%

13.1%

Global Distribution and Value-Added

Services

Global Merchandise

1,292

1,185

3.0%

1.2%

4.2%

4.8%

9.0%

Global Equipment

417

384

3.5%

0.0%

3.5%

5.1%

8.6%

Global Value-Added Services

7.8%

1.2%

9.0%

1.6%

10.6%

Global Dental

1,766

1,621

3.2%

1.0%

4.2%

4.8%

9.0%

Global Medical

1,073

1,055

1.3%

0.1%

1.4%

0.3%

1.7%

Total Global Distribution and Value-

Added Services

2,839

2,676

2.5%

0.6%

3.1%

3.0%

6.1%

Global Specialty Products

397

367

1.7%

3.4%

4.7%

8.1%

Global Technology

173

162

6.9%

-1.3%

5.6%

1.4%

7.0%

Eliminations

(41)

(37)

n/a

Total Global

3,368

3,168

2.5%

0.7%

3.2%

3.1%

6.3%

-10-

Exhibit B

Henry Schein, Inc.

2026 First Quarter

Reconciliation of reported GAAP net income and diluted EPS attributable

to Henry Schein, Inc.

to non-GAAP net income and diluted EPS attributable to Henry Schein, Inc.

(in millions, except per share data)

(unaudited)

First Quarter

2026

2025

Growth

Net income attributable to Henry Schein, Inc.

107

110

(2.3)

Diluted EPS attributable to Henry Schein, Inc.

0.92

0.88

4.5

Non-GAAP Adjustments, net of tax and attribution to noncontrolling

interests

Restructuring and related costs (1)

Acquisition intangible amortization (2)

Cyber incident-insurance proceeds, net of third-party advisory expenses (3)

(15)

Change in contingent consideration (4)

(2)

Costs associated with shareholder advisory matters and select implementation

value creation consulting costs (5)

Non-GAAP adjustments to net income

Non-GAAP adjustments to diluted EPS

0.39

0.27

Non-GAAP net income attributable to Henry Schein, Inc.

153

143

6.5

Non-GAAP diluted EPS attributable to Henry Schein, Inc.

1.32

1.15

14.8

Management believes that non-GAAP financial measures

provide investors with useful supplemental information

about the financial

performance of our business, enable comparison of financial results

between periods where certain items may

vary independent of

business performance and allow for greater transparency

with respect to key metrics used by management

in operating our business.

These non-GAAP financial measures are

presented solely for informational and comparative

purposes and should not be regarded

as a

replacement for corresponding,

similarly captioned, GAAP measures.

Net income growth rates are

based on actual values and may not

recalculate due to rounding.

Amounts may not sum due to rounding.

(1)

Restructuring and Related Costs

The following table presents details of our restructuring and related costs:

First Quarter

2026

2025

Restructuring and related costs - pre-tax, as reported

Income tax benefit

(3)

(7)

Amount attributable to noncontrolling interests

(1)

Restructuring and related costs, net

-11-

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible

assets:

First Quarter

2026

2025

Acquisition intangible amortization - pre-tax, as reported

Income tax benefit

(11)

(10)

Amount attributable to noncontrolling interests

(7)

(6)

Acquisition intangible amortization, net

(3)

Represents cyber insurance proceeds, net of one time professional and

other fees related to remediation of our Q4 2023 cyber

incident.

During Q1 2025, we received insurance proceeds of $20 million ($15 million, net of

taxes) under this policy

representing the remaining insurance recovery of losses related to the cyber incident.

(4)

Represents a change in the fair value of contingent consideration of $1 million ($1

million, net of taxes) and ($2) million (($2)

million, net of taxes) recorded during Q1 2026 and Q1 2025, respectively,

related to certain 2023 and 2025 acquisitions.

(5)

Represents costs associated with shareholder advisory matters and select implementation

related value creation consulting

costs of $13 million ($10 million, net of taxes) and $8 million ($6 million, net of

taxes) recorded during Q1 2026 and Q1 2025,

respectively.

-12-

###

Exhibit C

Henry Schein, Inc.

2026 First Quarter

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

First Quarter

2026

2025

Net income attributable to Henry Schein, Inc. (GAAP)

107

110

Income attributable to noncontrolling interests

Net income (GAAP)

112

113

Definitional adjustments:

Interest income

(7)

(6)

Interest expense

Income taxes

Depreciation and amortization

Non-GAAP adjustments:

Restructuring and related costs

Cyber incident-insurance proceeds, net of third-party advisory

expenses

(20)

Impairment of intangible assets

Change in contingent consideration

(2)

Costs associated with shareholder advisory matters and select

implementation related value creation consulting costs

Other adjustments:

Equity in earnings of affiliates, net of tax

(3)

Adjusted EBITDA (non-GAAP)

289

259

Adjusted EBITDA is a non-GAAP measure that we calculate

in the manner reflected on Exhibit C.

We define Adjusted EBITDA as net income, excluding (i)

net income attributable to noncontrolling interests, (ii) interest

income and expense, (iii) income taxes, (iv) depreciation and

amortization, (v) restructuring and

related costs, (vi) cyber incident-insurance proceeds, net of

third-party advisory expenses, (vii) impairment of intangible

assets, (viii) change in contingent

consideration, (ix) costs associated with shareholder advisory

matters and select implementation related value creation

consulting costs, and (x) equity in

earnings of affiliates, net of tax.

Amounts may not sum due to rounding.

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