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HENRY SCHEIN INC

Regulatory Filings Jun 20, 2025

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11-K 1 henryschein11k1231202.htm FORM 11-K henryschein11k1231202 Licensed to: Henry Schein, Inc. Document created using Broadridge PROfile 25.5.1.5318 Copyright 1995 - 2025 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM11-K

(Mark One)

X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

__ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943

For the transition period from __ to ____

Commission File Number: 0-27078

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Henry Schein, Inc. 401(k) Savings Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Henry Schein, Inc.

135 Duryea Road Melville, New York 11747

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

TABLE OF CONTENTS

Page

Number

Report of Independent Registered Public Accounting Firm3

Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 2024 and December 31, 20234 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2024 and December 31, 20235 Notes to Financial Statements6

Supplemental schedule for the year ended December 31, 2024:
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 202415 Signature16

Exhibits:
Consent of Independent Registered Public Accounting FirmExhibit 23.1

All other schedules required by Section 2520.103-10 of the U.S. Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

2

Report Of Independent Registered Public Accounting Firm

Plan Administrator and Participants Henry Schein, Inc. 401(k) Savings Plan Melville, New York

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Henry Schein, Inc. 401(k) Savings Plan (the “Plan”) as of December 31, 2024 and 2023, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying Schedule H, Line 4i-Schedule of Assets (Held at End of Year) as of December 31, 2024 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the U.S. Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the U.S. Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, P.C.

We have served as the Plan’s auditor since 1984.

New York, New York June 20, 2025

3

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,December 31,

20242023| Investments, at fair value (Note 4): | | | | |
| --- | --- | --- | --- | --- |
| Money market account | $ | 71,270 | $ | 104,620 |
| Mutual funds | 870,828,651 | | 780,071,274 | |
| Common collective trust funds | 595,273,658 | | 551,788,572 | |
| Common stock | 37,410,973 | | 46,633,953 | |
| Total investments | 1,503,584,552 | | 1,378,598,419 | |
| Receivables: | | | | |
| Notes receivable from participants | 19,901,072 | | 18,990,967 | |
| Employer’s contribution (Note 1(b)) | 31,804,274 | | 31,189,938 | |
| Other | | 4,761 | | 15,502 |
| Total receivables | 51,710,107 | | 50,196,407 | |
| Total Assets | 1,555,294,659 | | 1,428,794,826 | |
| Liabilities | | | | |
| Benefits payable | | 7,204 | | 8,362 |
| Net assets available for benefits | $1,555,287,455 | | $1,428,786,464 | |

See accompanying Notes to Financial Statements

4

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended

December 31,December 31,

20242023| Investment income: | | | |
| --- | --- | --- | --- |
| Interest and dividends | | $38,237,772 | $28,287,849 |
| Net appreciation (depreciation) in fair value of investments: | | | |
| Mutual funds | | 147,452,371 | 181,949,957 |
| Common stock | | (3,813,353) | (2,788,844) |
| | Total investment income, net | 181,876,790 | 207,448,962 |
| Participants’ contributions | | 68,400,344 | 66,371,569 |
| Employer’s contribution (Note 1(b)) | | 31,804,274 | 31,189,938 |
| Interest income - notes receivable from participants | | 1,653,387 | 1,256,547 |
| | Total additions | 283,734,795 | 306,267,016 |
| Deductions: | | | |
| Benefits paid to participants | | 163,183,377 | 120,052,039 |
| Administrative expenses | | 1,349,164 | 1,134,519 |
| | Total deductions | 164,532,541 | 121,186,558 |
| Net increase before transfer in from (out to) a related plan | | 119,202,254 | 185,080,458 |
| Transfer in from (out to) a related plan (Note 1(a)) | | 7,298,737 | (1,428,373) |
| Net increase in plan assets | | 126,500,991 | 183,652,085 |
| Net assets available for benefits, beginning of year | | 1,428,786,464 | 1,245,134,379 |
| Net assets available for benefits, end of year | | $1,555,287,455 | $1,428,786,464 |

See accompanying Notes to Financial Statements

5

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 – Description of Plan

The following description of the Henry Schein, Inc. 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document or Summary Plan Description for a more complete description of the Plan’s provisions.

(a) Nature of Operations

The Plan is a contributory defined contribution 401(k) plan originally effective January 1, 1970. The Plan was amended effective December 26, 1993, to include an Internal Revenue Code Section 401(k) feature. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The third-party administrator is Fidelity Investments Institutional Operations Company, Inc., (the “Administrator”). The Plan trustee is Fidelity Management Trust Company (the “Trustee”). Eligible employees are those employed by Henry Schein, Inc. (the “Plan Sponsor” or the “Company”) and certain of the Company’s affiliates (collectively, the “Employer”).

All employees (other than temporary employees) are eligible to make salary reduction contributions to the Plan upon hire and become eligible to be credited with Profit Sharing Contributions and the Employer Match (each as described below) upon completion of a one year period of service. Temporary employees are eligible to make salary reduction contributions to the Plan and to be credited with Profit Sharing Contributions and the Employer Match on the first July 1 or January 1 following the completion of a twelve consecutive month period during which the temporary employee is credited with at least one thousand hours of service or the completion of three consecutive plan years starting on or after January 1, 2021 in each of which the temporary employee is credited with at least five hundred hours of service. If an individual is initially classified as a temporary employee and then is reclassified as a regular participant, the participant is immediately eligible to make salary reduction contributions to the Plan, and is eligible to be credited with Profit Sharing Contributions and the Employer Match upon the earlier of a completion of a one year period of service or when he or she would have been eligible to be credited with Profit Sharing Contributions and the Employer Match if he or she would have remained a temporary employee.

On December 18, 2024, the Plan was amended to (i) change the calculation of matching contributions from a quarterly to an annual basis, effective January 1, 2025; and (ii) require that a participant be employed on the last Friday of the Plan Year, or have retired, died, or become disabled during the year, in order to be eligible for a matching contribution for that Plan Year.

In connection with an operational restructuring of two of Henry Schein, Inc.’s subsidiaries, the account balances of certain participants in the ACE Surgical Supply Co., Inc. 401(k) Plan were transferred into the Plan effective August 12, 2024, and the account balances of certain participants in the SAS, Inc. 401(k) Plan were transferred into the Plan effective September 3, 2024.

On December 18, 2023, the Plan was amended to (i) provide for a multiple employer plan, effective as of January 1, 2023, to allow for the inclusion of certain joint ventures (where the Plan sponsor or a controlled group member owns at least 50%) as participating employers in the Plan; (ii) provide for the recognition of prior services for employees of an acquired entity; (iii) effective January 1, 2024, exclude student interns as a class from participating in the Plan; and (iv) clarify that forfeitures shall be used to make Employer contributions before they are used to pay Plan expenses.

On June 29, 2022, the Plan entered into an agreement with Henry Schein One, LLC, whereby the account balances of certain employees of Henry Schein One, LLC participating in the Plan were transferred to the Henry Schein One, LLC 401(k) Retirement Plan effective July 1, 2022. During the plan year ended December 31, 2023, the Plan transferred out the employer match contribution made with respect to the period of January 1, 2022 to June 30, 2022 (attributable to contributions prior to the initial transfer but made after the transfer), to the Henry Schein One, LLC 401(k) Retirement Plan.

(b) Contributions

The Plan provides for a discretionary Employer contribution (the “Profit Sharing Contribution”) of a percentage of a participant’s base compensation, as defined under the Plan. There were no discretionary Profit Sharing Contributions for the years ended December 31, 2024 and 2023.

6

Plan participants may voluntarily make qualified retirement contributions to the Plan which are deductible by the participants for federal income tax purposes under Section 401(k) of the Internal Revenue Code (“IRC”) or may be made after-tax in the form of a Roth elective deferral 401(k) contribution (collectively, 401(k) Contributions). The Plan allows employees to elect to contribute, through payroll deductions, stated percentages from 1% to 50% of their compensation, as defined under the Plan, not to exceed $23,000 for year 2024 and $22,500 for year 2023, in accordance with the deferral limitations for such years under the IRC. For Plan years beginning on and after January 1, 2021, the Employer Match is a percentage of participant 401(k) Contributions set by the Company in its discretion.
Starting with the 2021 Plan Year, this percentage was set at 100% of participant 401(k) Contributions up to the lesser of 7% or the participant’s deferral percentage, multiplied by the participant’s base compensation, as defined under the Plan. Effective January 1, 2025, the Employer Match was set at 100% of participant 401(k) Contributions up to the lesser of 5% or the participant’s deferral percentage, multiplied by the participant’s base compensation, as defined under the Plan. For the 2024 and 2023 Plan years, the Employer Match was allocated 100% to the participant’s investment elections on file, subject to a 20% allocation limit to the Henry Schein, Inc. Common Stock Fund.

Participants age 50 or over are permitted to make additional catch-up 401(k) Contributions once the participant has reached a limit on those contributions imposed either by the Plan or by law. The extra amount a participant may contribute may not exceed $7,500 in each of the years 2024 and 2023. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans (rollover).

The Plan provides for the automatic enrollment in the Plan, at a deferral percentage of 3% of compensation, of eligible employees initially hired by the Company or its participating affiliates on or after March 1, 2014, unless the employee elects not to make 401(k) plan contributions or elects to make 401(k) Contributions at a different percentage.

(c) Participants’ Accounts

Each participant’s account is credited with the participant’s 401(k) Contributions and the Employer contributions and an allocation of net Plan earnings. Expenses directly related to participant transactions are deducted from the respective participant’s account.
Participants also have the option to direct up to 20% of their account balances to common shares of Henry Schein, Inc.

(d) Vesting

Participants are immediately vested in their 401(k) Contributions plus actual earnings thereon. Vesting in the Profit Sharing Contribution and the Employer Match, plus actual earnings thereon, is based on years of continuous service, on a graded scale as follows:

Vested

Vestingpercentage 2 but less than 3 years20% 3 but less than 4 years40% 4 but less than 5 years60% 5 or more years100%

(e) Investments

Participants direct the investment of their 401(k) Contributions and Employer contributions into various investment options offered by the Plan. The Plan currently offers nine mutual funds, sixteen common collective trust funds, and a Company stock fund, subject to certain limitations, as investment options for participants.

(f) Notes Receivable from Participants

Participants may borrow up to a maximum of the lesser of $50,000 or 50% of their vested account balance from their accounts pursuant to rules set forth in the Plan document. The minimum amount that may be borrowed is $1,000 and only two loans may be made in any calendar year, and no more than two loans may be outstanding at any time. The loans are secured by the balance in the participants’ accounts and bear interest at prevailing rates. The loans must be for a term of five years or less (ten years if the loan is for the purpose of purchasing a principal residence). Principal and interest are paid ratably through payroll deductions.

If an employee is terminated and has an outstanding loan balance at the time of termination, the employee will be permitted to repay any outstanding loans directly to the Trustee. The employee may also roll-over any outstanding loans, as part of a rollover of the terminated employee’s entire vested account balance to certain other retirement plans in which the terminated employee participates. Notes receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end of the period. No allowance for credit losses has been provided as of December 31, 2024 and 2023. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.

7

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

(g) Payment of Benefits

The Plan provides that, upon termination of service, retirement, disability or death of the participant, a benefit equal to the vested, nonforfeitable portion of the participant’s account is distributed as outlined in the Plan. Participants may also receive in-service or hardship distributions based on criteria as described in the Plan document.

(h) Administrative Expenses

All reasonable costs, charges and expenses incurred in connection with the administration of the Plan may be paid by the Plan Sponsor but, if not paid by the Plan Sponsor when due, shall be paid from Plan assets. For the years ended December 31, 2024 and 2023, the Plan Sponsor did not use any Plan assets from forfeited accounts to pay costs associated with the Plan. Amounts reflected in the statements of changes in net assets available for benefits reflect various participant directed expenses which have been deducted from the respective participant accounts.

The Plan pays a flat administrative fee equal to $53 for each participant in the Plan. Participants’ accounts are then charged the fee proportionally based on their account balance. If participants elect to make use of optional financial advisory services, fees are deducted directly from the participants’ account. Fees are calculated and deducted quarterly, and as a result, the actual fee per participant can vary.

(i) Forfeitures

Forfeiture allocations are used first to reduce the contribution to fund the Employer Match, and if any remain they may be used to offset administrative expenses of the Plan. Forfeited invested accounts totaled $1,032,085 and $737,726 at December 31, 2024 and 2023, respectively, and are included primarily in the T. Rowe Price Stable Value Common Trust Fund Class P. Forfeitures in the amount of $1,357,197 and $1,102,178 will be or have been used to offset the Employer Match for the years ended December 31, 2024 and 2023, respectively.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of accounting.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments are stated at fair value based upon quoted market prices. Gains and losses on investment transactions are recognized when realized based on trade dates. Net appreciation (depreciation) in fair value of investments includes realized and unrealized appreciation (depreciation). Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Notes Receivable from Participants

Notes receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end of the period. No allowance for credit losses has been provided as of December 31, 2024 and 2023. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.

8

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

Risk and Uncertainties

The Plan utilizes various investment instruments which are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements. The Plan’s investments are not insured or protected by the Plan’s Trustee, or any other governmental agency; accordingly, the Plan is subject to the normal investment risks associated with money market funds, mutual funds, stocks, bonds, and other similar types of investments. At December 31, 2024, two investments comprised 29.7% of net assets available for benefit as of December 31, 2024. At December 31, 2023, two investments comprised 27.2% of net assets available for benefit as of December 31, 2023.

Payment of Benefits

Benefits are recorded when paid.

Note 3 – Tax Status

The Internal Revenue Service (“IRS”) has determined and informed the Company, by a letter dated April 24, 2017, that the Plan, which was amended and restated effective as of January 1, 2015, with certain amendments effective on subsequent dates, and related trust are designed in accordance with the applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Company’s 401(k) Administrative Committee, the members of which are appointed by the Compensation Committee of the Company’s Board of Directors (the “Plan Administrator”), believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. The related trust, therefore, is not subject to tax under present income tax law.
Accordingly, no provision for income taxes has been included in the Plan’s financial statements.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

Note 4 – Fair Value Measurements

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In accordance with ASC 820, the Plan classifies its investments into:

· Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

· Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

· Level 3 - Inputs that are unobservable for the asset or liability.

The following section describes the valuation methodologies that were used to measure different financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is classified. There have been no changes in the methodologies used at December 31, 2024 and 2023.

9

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

Money Market Account

Funds held in the money market account are valued at the net asset value of shares held by the Plan as of December 31, 2024 and 2023, which approximates fair value and are classified as Level 1 within the fair value hierarchy.

Mutual Funds

Mutual funds are valued at the net asset value of shares held by the Plan as of December 31, 2024 and 2023. The Company has classified its mutual fund holdings as Level 1 within the fair value hierarchy based upon unadjusted quoted prices in active markets for identical assets or liabilities that were accessible.

Common Collective Trust Funds

The common collective trust funds at December 31, 2024 and December 31, 2023 are valued at net asset value per unit as a practical expedient, which is calculated based on the fair values of the underlying investments held by the fund less its liabilities as reported by the issuer of the fund. The practical expedient is used for purposes of these statements, but is not used in situations when it is determined to be probable that the fund will sell the investments for an amount different than the reported net asset value.

Common Stock Fund

The Henry Schein, Inc. Common Stock Fund is a unitized stock fund. The fund consists of both Henry Schein, Inc. common stock and a short-term cash component that provides liquidity for daily trading. Henry Schein, Inc. common stock is valued at the quoted market price from a national securities exchange and the short-term cash investment is valued at cost, which approximates fair value. The Henry Schein, Inc. Common Stock Fund is classified within Level 1 of the fair value hierarchy based upon unadjusted quoted prices in active markets for identical assets or liabilities that were accessible at December 31, 2024 and 2023. The Henry Schein, Inc. common stock component of $37,410,973 and $46,633,953 is included within “Common stock” on the Statements of Net Assets Available for Benefits and the short-term cash component of $71,270 and $104,620 is included within “Money market account” on the Statements of Net Assets Available for Benefits as of December 31, 2024 and 2023.

10

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

The following tables present the Company’s investments that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2024 and 2023:| | | | | December 31, 2024 | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | Level 1 | | Level 2 | Level 3 | | Total |
| Investments: | | | | | | | |
| Money market account | | $ | 71,270 | $ | -$ | -$ | 71,270 |
| Mutual funds | | 870,828,651 | | | - | - | 870,828,651 |
| Henry Schein, Inc. Common Stock | | 37,410,973 | | | - | - | 37,410,973 |
| Total investments in the fair value hierarchy | | $908,310,894 | | $ | -$ | -$ | 908,310,894 |
| Investments measured at net asset value: | | | | | | | |
| Common collective trust funds | (1) | | - | | - | - | 595,273,658 |
| Total investments at fair value | | $908,310,894 | | $ | -$ | -$1,503,584,552 | |

December 31, 2023
Level 1 Level 2 Level 3 Total
Investments:
Money market account $ 104,620 $ -$ -$ 104,620
Mutual funds 780,071,274 - - 780,071,274
Henry Schein, Inc. Common Stock 46,633,953 - - 46,633,953
Total investments in the fair value hierarchy $826,809,847 $ -$ -$ 826,809,847
Investments measured at net asset value:
Common collective trust funds (1) - - - 551,788,572
Total investments at fair value $826,809,847 $ -$ -$1,378,598,419

(1)This class represents investments in the T. Rowe Price Stable Value Common Trust Fund P (“Stable Value Fund”), Prudential

Core Plus Bond Fund (“Prudential Fund”), FRDM Index Target Date Funds and the BlackRock Strategic Completion Non-Lendable Fund M (“BlackRock Fund”) that are measured at fair value using the net asset value per unit (or its equivalent)
and have not been categorized in the fair value hierarchy. The Stable Value Fund invests primarily in guaranteed investment contracts, separate account contracts, fixed income securities, wrapper contracts, and short-term investments. The Prudential Fund invests primarily in U.S Treasury, agency, corporate, mortgage -backed, and asset-backed securities. The BlackRock Fund invests primarily in U.S. Treasury Inflation Protected Securities, real estate investment trusts, and commodities. The FRDM Index Target Date Funds invest primarily in a combination of domestic U.S equity pools, international equity pools, bond pools and short-term pools. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statements of net assets available for benefits.

The valuation methods as described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

11

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

The following tables set forth additional disclosures of the Plan’s investments that have fair value estimated using net asset value:

Fair Value Estimated Using Net Asset Value Per Share

December 31, 2024

Other

UnfundedRedemptionRedemptionRedemption

Fair ValueCommitmentFrequencyRestrictionsNotice Period*

Investment:
FRDM Index Target Date 2030 Commingled Pool Class T$118,952,905$n/aDailyn/an/a FRDM Index Target Date 2040 Commingled Pool Class T111,558,340n/aDailyn/an/a FRDM Index Target Date 2050 Commingled Pool Class T70,780,812n/aDailyn/an/a T. Rowe Price Stable Value Common Trust Fund P63,139,763n/aDailyn/a12 months Prudential Core Plus Bond Fund46,419,880n/aDailyn/an/a FRDM Index Target Date 2035 Commingled Pool Class T41,703,009n/aDailyn/an/a FRDM Index Target Date 2020 Commingled Pool Class T33,293,633n/aDailyn/an/a FRDM Index Target Date 2025 Commingled Pool Class T24,278,800n/aDailyn/an/a FRDM Index Target Date 2045 Commingled Pool Class T23,271,961n/aDailyn/an/a FRDM Index Target Date 2060 Commingled Pool Class T21,752,433n/aDailyn/an/a FRDM Index Target Date 2055 Commingled Pool Class T19,680,105n/aDailyn/an/a BlackRock Strategic Completion Non-Lendable Fund M6,829,867n/aDailyn/an/a FRDM Index Target Date 2065 Commingled Pool Class T4,188,429n/aDailyn/an/a FRDM Index Target Date 2010 Commingled Pool Class T3,627,904n/aDailyn/an/a FRDM Index Target Date Income Commingled Pool Class T3,103,852n/aDailyn/an/a FRDM Index Target Date 2015 Commingled Pool Class T2,691,965n/aDailyn/an/a

12

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

Fair Value Estimated Using Net Asset Value Per Share

December 31, 2023

Other

UnfundedRedemptionRedemptionRedemption

Fair ValueCommitmentFrequencyRestrictionsNotice Period*

Investment:
FRDM Index Target Date 2030 Commingled Pool Class T$117,736,506$n/aDailyn/an/a FRDM Index Target Date 2040 Commingled Pool Class T96,668,769n/aDailyn/an/a T. Rowe Price Stable Value Common Trust Fund P71,059,445n/aDailyn/a12 months FRDM Index Target Date 2050 Commingled Pool Class T59,397,659n/aDailyn/an/a Prudential Core Plus Bond Fund46,538,304n/aDailyn/an/a FRDM Index Target Date 2020 Commingled Pool Class T36,329,233n/aDailyn/an/a FRDM Index Target Date 2035 Commingled Pool Class T30,572,553n/aDailyn/an/a FRDM Index Target Date 2025 Commingled Pool Class T22,671,066n/aDailyn/an/a FRDM Index Target Date 2045 Commingled Pool Class T18,005,937n/aDailyn/an/a FRDM Index Target Date 2060 Commingled Pool Class T16,736,713n/aDailyn/an/a FRDM Index Target Date 2055 Commingled Pool Class T14,591,239n/aDailyn/an/a BlackRock Strategic Completion Non-Lendable Fund M8,167,389n/aDailyn/an/a FRDM Index Target Date 2010 Commingled Pool Class T4,811,366n/aDailyn/an/a FRDM Index Target Date Income Commingled Pool Class T3,389,248n/aDailyn/an/a FRDM Index Target Date 2015 Commingled Pool Class T2,794,521n/aDailyn/an/a FRDM Index Target Date 2065 Commingled Pool Class T2,159,789n/aDailyn/an/a FRDM Index Target Date 2005 Commingled Pool Class T158,835n/aDailyn/an/a

Note 5 – Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

Note 6 – Party-in-Interest and Related Party Transactions

The Plan invests in shares of funds managed by an affiliate of the Trustee as defined by the Plan and, therefore, these transactions in such investments qualify as party-in-interest. The Plan invests in the common stock of Henry Schein, Inc., which is a party-in-interest and a related party to the Plan. Notes receivable from participants also qualify as party-in-interest transactions. The Plan provides for an Employer Match, as discussed in Note 1(b), which qualifies as a party-in-interest transaction.

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HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS – (Continued)

Note 7 – Subsequent Events

In preparing the financial statements, Plan management has evaluated events and transactions for potential recognition or disclosure through June 20, 2025, the date the Plan’s financial statements are available to be issued and has determined no such subsequent events have occurred that would require adjustments to, or disclosures as stated herein.

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HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS

(HELD AT END OF YEAR)

(EIN: 11-3136595 Plan Number: 003)

DECEMBER 31, 2024

(a)(b)(c)(d)(e)
Identity of issue, borrower,Description of Investment including maturity date, rate lessor or similar partyof interest, collateral, par or maturity valueCost (a)Current Value Money market/cash and cash equivalents:
Fidelity InvestmentsGovernment Money Market Funda$71,270 Common Stock Fund:
Henry Schein, Inc.Common Stocka$37,410,973 Common Collective Trust Funds:
Fidelity InvestmentsFRDM Index Target Date 2030 Commingled Pool Class Ta$118,952,905 Fidelity InvestmentsFRDM Index Target Date 2040 Commingled Pool Class Ta111,558,340 Fidelity InvestmentsFRDM Index Target Date 2050 Commingled Pool Class Ta70,780,812 T. Rowe PriceStable Value Common Trust Fund - Class Pa63,139,763 PrudentialCore Plus Bond Funda46,419,880 Fidelity InvestmentsFRDM Index Target Date 2035 Commingled Pool Class Ta41,703,009 Fidelity InvestmentsFRDM Index Target Date 2020 Commingled Pool Class Ta33,293,633 Fidelity InvestmentsFRDM Index Target Date 2025 Commingled Pool Class Ta24,278,800 Fidelity InvestmentsFRDM Index Target Date 2045 Commingled Pool Class Ta23,271,961 Fidelity InvestmentsFRDM Index Target Date 2060 Commingled Pool Class Ta21,752,433 Fidelity InvestmentsFRDM Index Target Date 2055 Commingled Pool Class Ta19,680,105 BlackRockStrategic Completion Non-Lendable Fund Ma6,829,867 Fidelity InvestmentsFRDM Index Target Date 2065 Commingled Pool Class Ta4,188,429 Fidelity InvestmentsFRDM Index Target Date 2010 Commingled Pool Class Ta3,627,904 Fidelity InvestmentsFRDM Index Target Date Income Commingled Pool Class Ta3,103,852 Fidelity InvestmentsFRDM Index Target Date 2015 Commingled Pool Class Ta2,691,965 Total common collective trust funds$595,273,658 Shares of registered investment companies:
Fidelity Investments500 Index Funda$278,173,282 American FundsGrowth Fund of America Class R6a173,833,397 Dodge & CoxStock Funda85,004,730 VanguardTotal Bond Market Index Funda82,649,626 VanguardTotal International Stock Index Funda81,525,988 Fidelity InvestmentsExtended Market Index Funda58,510,348 Neuberger BermanGenesis Fund Class R6a38,739,659 Fidelity InvestmentsLow Priced Stock K6 Funda37,286,952 Fidelity InvestmentsDiversified International K6 Funda35,104,669 Total value of registered investment companies$870,828,651 Total Investments$1,503,584,552

**Participant LoansFully secured loans with interest charges at current-0-$19,901,072 commercial rates (current loans range from 4.5% to 10.5%)

  • Funds are managed by an affiliate of Fidelity Management Trust Company, a party-in-interest as defined by ERISA.
    ** A party-in-interest as defined by ERISA.
    a The cost of participant-directed investments is not required to be disclosed

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HENRY SCHEIN, INC. 401(k) SAVINGS PLAN

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

HENRY SCHEIN, INC. 401(k) SAVINGS PLAN Dated: June 20, 2025/s/ GRAHAM STANLEY Graham Stanley Chairperson of the 401(k) Plan Administrative Committee

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