Henry Schein, Inc. SEC Filings

Henry Schein, Inc. reported results of its 2026 Annual Meeting of Stockholders and a leadership change on its Board. Stockholders elected ten incumbent directors for terms expiring in 2027, approved on an advisory basis the 2025 compensation of Named Executive Officers, and ratified BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 26, 2026. A shareholder proposal to Govern by Majority Vote received substantial support but did not pass, with 59,487,608 votes for, 43,707,406 against, 154,122 abstentions and 5,933,309 broker non-votes. The Board elected William K. “Dan” Daniel as Independent Chairman effective May 21, 2026, succeeding long-time director Stanley M. Bergman, who retired from the Board after 44 years and was named Chairman Emeritus. The company notes that its sales reached $13.2 billion in 2025 and have grown at a compound annual rate of approximately 11.0 percent since becoming a public company in 1995.

Henry Schein director Stanley M. Bergman reported a routine insider update. On May 19, 2026, he made a bona fide gift of 1,040 shares of Henry Schein common stock at no consideration, a non-market transaction coded as a gift.

After the gift, Bergman directly holds 253,329 shares of common stock. He also has indirect interests, including 9,854 equivalent shares held through the Henry Schein 401(k) Savings Plan’s unitized stock fund and 379,991 shares attributed to his spouse and related trust and LLC entities.

Henry Schein Inc. director William K. Daniel reported an open-market purchase of 10,000 shares of common stock at $69.19 per share. The shares are held indirectly in a trust where he and his spouse serve as co-trustees, bringing that indirect position to 20,000 shares. A separate line shows 5,426 shares held directly after the reported date, highlighting both personal and trust-based ownership.

Henry Schein, Inc. reported steady first‑quarter 2026 results, with net sales of $3,368 million compared with $3,168 million a year earlier. Growth came across Global Distribution and Value‑Added Services, Global Specialty Products and Global Technology.

Operating income rose to $182 million from $175 million, while net income attributable to Henry Schein was slightly lower at $107 million versus $110 million. Diluted earnings per share increased to $0.92 from $0.88, helped by a reduced share count following prior repurchases.

Cash flow from operating activities was a use of $97 million, compared with cash provided of $37 million in the prior-year quarter, mainly due to working capital changes, including a $223 million decrease in accounts payable and accrued expenses. The company continued its acquisition strategy, investing total preliminary consideration of $93 million in 2026 acquisitions, and recorded $12 million of restructuring and related costs under its 2024 Plan.

Henry Schein, Inc. reported solid first-quarter 2026 results, with net sales of $3.37 billion, up 6.3% from the prior year. GAAP diluted EPS rose to $0.92 from $0.88, while non-GAAP diluted EPS increased to $1.32 from $1.15, a 14.8% gain.

Adjusted EBITDA grew to $289 million from $259 million, reflecting improved profitability. The company repurchased 1.6 million shares for $125 million and reaffirmed its 2026 outlook, including non-GAAP EPS of $5.23–$5.37, total sales growth of 3%–5%, and mid-single-digit Adjusted EBITDA growth.

Henry Schein Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 7,302,660 shares of Common Stock, representing 6.36% of the class as of 03/31/2026. The filing shows sole dispositive power over 7,302,660 shares and sole voting power for 879,493 shares. The filing states these holdings include securities held for Vanguard funds and other managed accounts and attributes voting/dispositive power across several Vanguard affiliates.

Henry Schein, Inc. is asking stockholders to vote at its virtual annual meeting on May 21, 2026, including electing ten directors, approving executive pay on an advisory basis, ratifying BDO USA, P.C. as auditor, and considering a “Govern by Majority Vote” shareholder proposal.

The proxy highlights leadership changes: longtime CEO Stanley M. Bergman retired as CEO on March 1, 2026, remains Chairman until the meeting, and will then become Chairman Emeritus, while Frederick M. Lowery became CEO and joined the Board on March 2, 2026. The Board will be reduced from fifteen to ten members after the meeting.

The filing details a strategic partnership with KKR, including a $250 million investment for 3,285,152 shares and a beneficial ownership cap increased to 19.9% during a standstill period. It also describes the BOLD+1 strategic plan, value-creation initiatives expected to deliver more than $125 million of annual run-rate operating income improvement by the end of 2026, and an ongoing stock repurchase program with $780 million remaining authorized as of December 27, 2025. Executive compensation is increasingly tied to financial performance, with at least 50% of equity awards for most named executives in performance-based restricted stock units and 40% of annual bonuses tied to earnings per share for most senior leaders.

Henry Schein Inc Schedule 13G/A (Amendment No. 14) shows The Vanguard Group reports 0 shares beneficially owned, representing 0% of common stock. The filing explains Vanguard completed an internal realignment on January 12, 2026, and certain subsidiaries will report ownership separately in reliance on SEC Release No. 34-39538.