HSIC 10-K & 10-Q changes, risk factors and insider trading

Overseen by the Nominating and Governance Committee of our Board of Directors (“Board”) with the Compensation Committee also playing a role in environmental, social, and governance matters related to human capital engagement and executive compensation, some key 20242025 highlights related to human capital matters include:

expandingExpanding our Inclusive Culture learning journey by educating TSMs on multiple components of our culture and values, creating an understanding of how to create and sustain a meaningful, inclusiveinclusive, and learning oriented culture; and continuingContinuing to drive a culture of wellnessconnected and engagementcaring community for our TSMs by fostering an environment where they can feel a sense of belonginginclusion, belonging, and purpose.

We employ approximatelymore than 25,000 people, with approximately 49%48% of our workforce based in the United States and approximately 51%52% based outside of the United States.

WeApproximately have approximately 13%14% of our employees that are subject to collective bargaining agreements.

We believe that our relations with our employees are excellent.

Our TSMs are the cornerstone of theour Company.

We provide a connected and caring community that invests in the career journey of our TSMs and encourages their contribution to our mission of making the world healthier.

We know our business success is built on the engagement and commitment of our team, which is dedicated to meeting the needs of their fellow TSMs, our customers, supplier partners, stockholdersstockholders, and society.

We recognize the changes in how and where we work, and that a continued connection to our long-standing values is important for our team members as we evolve our culture.

Throughout 2024,2025, we rolledcontinued outlistening ato our team through our continuous listening program that used various vehicles,program, including The Pulse Global Culture SurveySurvey, quarterly Pulse surveys, and TSM roundtables, to garner feedback from our TSMs on their employee experience.

We believe that a great employee experience also drives a great customer experience.

We want all of our TSMs to pursue their ambitions, deliver within our values drivenvalue-driven culture, and enjoy a rewarding career enabled by great people leaders.

The feedback from our listening efforts is shared with our Executive Management Committee and Board, both of whom are committed to addressing identified opportunities.

Provide opportunities for TSMs to have fun while contributing to an inclusive team that respects and supports one another.

Continued our focus on creating an inclusive environment where TSMs feel a sense of belonging; notably, in 2024 for the third time, our top strength identified in The Pulse Global Culture Survey was our Company’s inclusive culture.

We continue to expand our learning journey, educating TSMs on key topics that help us develop a culture of inclusion and understanding.

Completed our firstsecond year of Henry Schein Games, a global virtual platform that drives community and engagement and offers field-day type in-person events at various global locations that brought TSMs together through friendly competition by earning points for their team by engaging in cultural-related activities and posting photos.

Continued focus on our Employee Resource Groups (“ERGs”), a vehicle for all TSMs to share, connect, learnlearn, and develop both personally and professionally.

Each of our ERGs has a sponsor from our Executive Management Committee and our Board.

Our Chief Executive Officer (“CEO”) engages directly in many of our ERG programs.

Certified overan 200additional 100 TSMs through our Culture Ambassador Program, which educates TSMs on our culture and certifies TSMs as mentors to new hires during their first 90 days to ensure new TSMs understand how we live our values day to day, and how they can engage in the Team Schein Culture.

Continued to offer a variety of opportunities to volunteer to drive purpose and engage in local communities in which TSMs live and work, such as through Carry the Load, the We Care Global Challenge, Back to SchoolSchool, and Holiday Cheer.

Continued to strengthen our strategic partnerships with industry associations, customerscustomers, and suppliers that support access to quality health care through various key programs and initiatives (e.g., Gives Kids A Smile, Cares Package Program, Global Student Outreach Program, and Prepare to Care).S.M.I.L.E.

Expanded our global and highly rated Steps for Suicide Prevention campaign, which brings TSMs together to walk for a cause and provide education, partnering with the American Foundation for Suicide Prevention, Suicide Awareness and Remembrance (for Veterans), and other local organizations.

We also understand the importance of driving a culture of wellness for our own team members through our Mental Wellness Committee, which is supported by our CEO, Executive Management CommitteeCommittee, and Board.

statements are generally identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular the risks discussed under the caption “Risk Factors” in Item 1A of this report and those that may be discussed in other documents we file with the Securities and Exchange Commission (“SEC”).

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 objectivesobjectives, including anticipated results of restructuring and value creation initiatives; risks related to the recently signed Strategic Partnership Agreement; our ability to develop or acquire and maintain and protect new products (particularly technology products) and services and utilize new technologies that achieve market acceptance with acceptableKKR margins;Hawaii transitionalAggregator challenges associated with acquisitions, dispositions 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;L.P.

riskspolitical, related to the sale of corporate brand products; risks related to activist investors; security risks associated with our information systemseconomic and technologyregulatory productsinfluences 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; changes inon 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, ongoing wars, fluctuations in energy pricing and the value of the U.S. dollar as compared to foreign currencies,currencies and changes to other economic indicators, international trade agreements; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the war in Ukraine, 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; supply chain disruption; geopolitical warsindicators; 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;

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; litigationthe risks; newthreat or unanticipatedoutbreak litigationof developmentswar (including, without limitation, geopolitical wars), terrorism or public unrest (including, without limitation, the war in Ukraine, the Israel-Gaza war and other unrest and threats in the Middle East and the statuspossibility of litigationa matterswider European or global conflict);

InAs previously reported, in October 2023 Henry Schein experienced a cyber incident that primarily affected the operations of our North American and European dental and medical distribution businesses.

During the yearyears ended December 28, 2024,2024 and December 30, 2023, we had a sales decrease in our dental and medical distribution businesses, which we believe was primarily a result of lower sales to episodic customers following last year’sthe cyber incident.

With respect to the October 2023 cyber incident, we havehad a $60 million insurance policy, following a $5 million retention.

serve more than one million customers worldwide including dental practitioners, laboratories, physician practices and ambulatory surgery centers, as well as government, institutional health care clinicsclinics, home health providers, and other alternate care clinics.

are headquartered in Melville, New York, employ approximatelymore than 25,000 people (of which approximately 13,000 are based outside of the United States) and have operations or affiliates in 3334 countries and territories.

Our broad global footprint has evolved over time through our organic growth as well as through contribution from strategic acquisitions.

While our primary go-to-market strategy is in our capacity asAs a distributor, we also market and sell branded products as well as our own corporate brand portfolio of cost-effective, high-quality consumable merchandise products.

have achieved scale in these global businesses primarily through acquisitions, as manufacturers of these products typically do not utilize a distribution channel to serve customers.

During the fourth quarter of our fiscal year ended December 28, 2024, we revised our reportable segments to align with how the Chairman and Chief Executive Officer manages the business, assesses performance and allocates also includes value-added services such as financial services, continuing education services, consulting and other Global Specialty Products includes manufacturing, marketing and sales of dental A key element to grow closer to our customers is our One Schein initiative, which is a unified go-to-market approach that enables practitioners to work synergistically with our supply chain, equipment sales and service and other value-added services, allowing our customers to leverage the combined value that we offer through a single program.

Specifically, One Schein provides customers with streamlined access to our comprehensive offering of national brand products, our corporate brand products and proprietary specialty products and solutions (including implant, orthodontic and endodontic products).

Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the documents we file with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K.10-K, and will be contained in subsequent periodic filings we make with the SEC.

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;

Chairman and Chief Executive Officer

Bergman, who served as CEO through March 1, 2026.2026 (at which time Mr. Bergman retired as CEO).

Mr. Bergman will retireretired as Chairman of the Board as of the end of the 2026 Annualannual Meetingmeeting of Stockholdersstockholders, and the Board has approved the appointment of Mr. Bergman as Chairman Emeritus effective upon his retirement as Chairman.

The Board intendsappointed toWilliam appointK. a“Dan” newDaniel as Chairman promptly following the Company’s 2026 annual meeting of stockholders.

The U.S. has adopted new and increased tariffs on imports from countries, whichand the scope, applicability and legal basis for these tariffs remain subjectcontinue to frequentlyevolve evolvingthrough legislative and executive actions, exemptions and modifications,ongoing asjudicial well as to court challenges, including a recent invalidation in the Supreme Court of many of the tariffs.challenges.

Some countries have imposedimposed, or may impose, retaliatory tariffs andor other restrictions on imports from the U.S.

These developments, and anticipated future developments, have created a volatile environment for global trade, and new trade policies with individual countries.

The tariffs did not have aan adverse material impact on our results of operations during fiscal year 2025,2025 and the six months ended June 27, 2026, although sales of U.S. dental equipment were temporarily impacted by market uncertainty related to tariffs in the second half of the quarter ended June 28, 2025.

believe that the trend towards cost containment has the potential to favorably affect demand for technology solutions, including software,software and Artificial Intelligence solutions, which can enhance the efficiency and facilitation of practice management.

As the health care industry continues to change, we continually evaluate possible candidates for joint venture or acquisition and intend to continue to seek opportunities to expand our role as a provider of products and services to the health care industry.

According to the U.S. Census Bureau’s International Database, in 2026 there are approximatelyover seven million Americans aged 85 years or older, the segment of the population most in need of long-term care and elder-care By the year 2050, that number is projected to increase to approximately 17 million.services.

65By tothe 84year years2050, that number is projected to increase byto approximatelyover 12%17 during the same period.million.

Certain of our businesses involve pharmaceuticals and/or medical devices, including orthopaedic, in vitro diagnostic devices, software regulated as a medical device, and sales of medical equipment and supplies directly to patients, that are paid for by third parties and/or patients and must operate in compliance with a variety of burdensome and complex coding, billing and record-keeping requirements in order to substantiate claims for payment under federal, state and commercial/private health care reimbursement programs.

The following tables summarize the significant components of our operating results for the three and six months ended June 27, 2026 and June 28, 2025 and cash flows for the threesix months ended MarchJune 28,27, 2026 and MarchJune 29,28, 2025 (in millions):