HENRY SCHEIN INC
For the period ended Dec 27, 2025. Filed Feb 24, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-28; filed 2025-02-25.
0001000228-25-000014
ITEM 7. Management's Discussion and Analysis of Financial Conditionand Results of OperationsCurrent report: 10-K
Period ended 2025-12-27; filed 2026-02-24.
0001000228-26-000013
ITEM 7. Management's Discussion and Analysis of Financial Conditionand Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 1231 previous paragraphs and 1094 current paragraphs.
555 unchanged; 143 reworded; 381 added; 487 removed; 46 previous and 15 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (381)
Current report
Factors that
Current report
current and historical results
Current report
anticipated results of restructuring and
Current report
value creation initiatives; risks related to the Strategic Partnership Agreement
Current report
with KKR Hawaii Aggregator L.P.
Current report
entered into in January 2025; transitions in senior company leadership;
Current report
challenges associated with
Current report
acquisitions and joint ventures, including the failure to achieve anticipated
Current report
demands on our operations, information systems, legal, regulatory, compliance, financial and human resources
Current report
provisions in our governing
Current report
documents that may discourage third-party acquisitions of us; adverse changes
Current report
risks related to activist investors;
Current report
security risks associated with our information systems and technology
Current report
effects of a highly competitive
Current report
(including, without limitation, competition from third-party online commerce sites)
Current report
and consolidating market;
Current report
political, economic and regulatory influences on the health care
Current report
sovereign debt levels, fluctuations in
Current report
and changes to other economic
Current report
in electronic health records or
Current report
of certain tax deductions; risks related
Current report
with our global operations; the threat or outbreak of war (including, without
Current report
limitation, geopolitical wars), terrorism
Current report
war and other unrest and threats
Current report
changes to laws and policies
Current report
exports, including changes to
Current report
international trade agreements and the current imposition of (and the
Current report
potential for additional) tariffs by the U.S. on
Current report
numerous countries and retaliatory tariffs; supply chain disruption; litigation
Current report
our senior management (including, without
Current report
limitation, the transition to a new Chief Executive Officer), employee hiring and retention,
Current report
to indicate their relative importance or
Current report
priority.
Current report
of our website.
Current report
Chief Executive Officer
Current report
On January 12, 2026, we announced the appointment of Frederick
Current report
M. Lowery as our new CEO, effective March 2,
Current report
2026, at which time Mr. Lowery will join our Board of Directors.
Current report
Mr. Lowery succeeds Stanley M. Bergman, who
Current report
will remain as our CEO through March 1, 2026, at which time Mr. Bergman will retire as CEO, but will remain as
Showing the first 40 of 381 passages. Open the source sections for the rest.
Removed paragraphs (487)
Previous report
and historical results
Previous report
related to the recently signed Strategic
Previous report
including the failure to
Previous report
information systems, legal,
Previous report
joint ventures; certain provisions in our governing documents that may discourage
Previous report
third-party acquisitions of us;
Previous report
products; risks related to activist investors; security risks associated with our
Previous report
information systems and technology
Previous report
breaches (including the October 2023
Previous report
incident); effects of a highly competitive (including, without limitation, competition
Previous report
from third-party online
Previous report
commerce sites) and consolidating market; changes in the health care
Previous report
sovereign debt levels, ongoing wars,
Previous report
foreign currencies, and changes to
Previous report
other economic indicators, international trade agreements; the threat
Previous report
or outbreak of war, terrorism or public unrest
Previous report
unrest and threats in the Middle
Previous report
chain disruption; geopolitical
Previous report
health records or transmissions;
Previous report
deductions; risks related to product
Previous report
our dependence on our senior management, employee hiring and retention,
Previous report
relative importance or priority.
Previous report
our website.
Previous report
While the U.S. economy has experienced inflationary pressures and
Previous report
have not been material to our results of operations.
Previous report
Though inflation impacts both our revenues and costs, the depth
Previous report
and breadth of our product portfolio often allows us to offer lower-cost national brand solutions
Previous report
or corporate brand
Previous report
alternatives to our more price-sensitive customers who are unwilling to
Previous report
absorb price increases, thus positioning us
Previous report
to protect our gross profit.
Previous report
Segment Reporting
Previous report
Henry Schein One, our practice management
Previous report
software, revenue cycle management and patient relationship management
Previous report
solutions business, was not affected, and
Previous report
our manufacturing businesses were mostly unaffected.
Previous report
On November 22, 2023, we experienced a disruption of our
Previous report
ecommerce platform and related applications, which was remediated.
Previous report
customers following last year’s cyber
Previous report
We have a number of programs underway focused on re-establishing these customers.
Showing the first 40 of 487 passages. Open the source sections for the rest.
Reworded paragraphs (143)
Previous wording
make” or other comparable terms. Factors that
Current wording
make” or other comparable terms.
Previous wording
Risk factors and uncertainties that could cause actual results to differ materially from current
Current wording
Risk factors and uncertainties that could cause actual results to differ materially from
Previous wording
relating to the achievement of our strategic growth objectives; risks
Current wording
relating to the achievement of our strategic growth objectives, including
Previous wording
Partnership Agreement; our ability to develop or acquire and maintain
Current wording
our ability to develop or acquire and
Previous wording
and protect new products (particularly
Current wording
maintain and protect new products (particularly technology and specialty
Previous wording
technology products) and services and utilize new technologies
Current wording
products) and services and utilize new
Previous wording
that achieve market acceptance with acceptable
Current wording
technologies that achieve market acceptance with acceptable margins; transitional
Previous wording
achieve anticipated synergies/benefits, as well as significant demands on our operations,
Current wording
synergies/benefits, as well as significant
Previous wording
regulatory, compliance, financial and human resources functions in connection with acquisitions, dispositions and
Current wording
functions in connection with acquisitions, dispositions and joint ventures; certain
Previous wording
adverse changes in supplier rebates or other purchasing incentives;
Current wording
in supplier rebates or other
Previous wording
risks related to the sale of corporate brand
Current wording
purchasing incentives; risks related to the sale of corporate brand products;
Previous wording
products and services, such as cyberattacks or other privacy or data security
Current wording
products and services, such as cyberattacks
Previous wording
fluctuations in energy pricing and the value of the U.S. dollar as compared to
Current wording
energy pricing and the value of the U.S. dollar as compared to foreign currencies
Previous wording
wars; failure to comply with existing and future regulatory requirements,
Current wording
indicators; failure to comply with existing and future regulatory
Previous wording
including relating to health care; risks
Current wording
requirements, including relating to health care;
Previous wording
associated with the EU Medical Device Regulation; failure to comply
Current wording
risks associated with the EU Medical Device Regulation; failure to comply with
Previous wording
with laws and regulations relating to health
Current wording
laws and regulations relating to
Previous wording
care fraud or other laws and regulations; failure to comply with laws
Current wording
health care fraud or other laws and regulations; failure to comply with
Previous wording
and regulations relating to the collection,
Current wording
laws and regulations relating to the
Previous wording
storage and processing of sensitive personal information or standards in electronic
Current wording
collection, storage and processing of sensitive personal information or standards
Previous wording
changes in tax legislation, changes in tax rates and availability of certain tax
Current wording
transmissions; changes in tax legislation, changes in tax rates and availability
Previous wording
liability, intellectual property and other claims; risks associated with customs policies or legislative import
Current wording
to product liability, intellectual property and other claims; risks associated with customs policies or legislative
Previous wording
restrictions; risks associated with disease outbreaks, epidemics, pandemics
Current wording
import restrictions; risks associated with disease outbreaks, epidemics,
Previous wording
(such as the COVID-19 pandemic), or
Current wording
pandemics (such as the COVID-19
Previous wording
similar wide-spread public health concerns and other natural or
Current wording
pandemic), or similar wide-spread public health concerns and other
Previous wording
man-made disasters; risks associated with our
Current wording
natural or man-made disasters; risks associated
Previous wording
(including, without limitation, the war in Ukraine, the Israel-Gaza war and other
Current wording
or public unrest (including, without limitation, the war in Ukraine, the Israel-Gaza
Previous wording
East and the possibility of a wider European or global conflict); changes
Current wording
in the Middle East and the possibility of a wider European or global conflict);
Previous wording
trade, tariffs and sanctions, or greater restrictions on imports and exports; supply
Current wording
governing foreign trade, tariffs and sanctions or greater restrictions on imports and
Previous wording
global operations; litigation risks; new or unanticipated litigation developments
Current wording
risks; new or unanticipated litigation
Previous wording
and the status of litigation matters;
Current wording
developments and the status of litigation matters; our dependence on
Previous wording
increases in labor costs or health care
Current wording
increases in labor costs
Previous wording
costs, and our relationships with customers, suppliers and manufacturers;
Current wording
or health care costs, and our relationships with customers, suppliers and
Previous wording
and disruptions in financial markets. The
Current wording
manufacturers; and disruptions in financial
Previous wording
order in which these factors appear should not be construed to indicate their
Current wording
The order in which these factors appear should not be construed
Previous wording
and the social media channels identified on the About Media Center page of
Current wording
and the social media channels identified on the About Media Center page
Previous wording
In October 2023 Henry Schein experienced a cyber incident that primarily
Current wording
As previously reported, in October 2023 Henry Schein experienced
Previous wording
American and European dental and medical distribution businesses.
Current wording
operations of our North American and European dental and medical
Previous wording
During the year ended December 28, 2024, we had a sales decrease
Current wording
During the years ended December 28, 2024 and December 30, 2023, we had
Previous wording
in our dental and medical distribution
Current wording
a sales decrease in our dental and
Showing the first 40 of 143 pairs. Open the source sections for the rest.
Rearranged current paragraphs (15)
Current report — wording carried from elsewhere
or other privacy or data security breaches (including the October 2023 incident);
Current report — wording carried from elsewhere
a cyber incident that primarily affected the
Current report — wording carried from elsewhere
result of lower sales to episodic customers
Current report — wording carried from elsewhere
The components of our sales increase are
Current report — wording carried from elsewhere
Within our Global Technology segment, higher gross margins
Current report — wording carried from elsewhere
Within our Global Distribution and Value
Current report — wording carried from elsewhere
Distribution and Value-Added Services segment.
Current report — wording carried from elsewhere
second half of the year ended December 28, 2024.
Current report — wording carried from elsewhere
During the years ended December 27, 2025 and December 28,
Current report — wording carried from elsewhere
On September 8, 2025, our Board authorized the repurchase of up to
Current report — wording carried from elsewhere
an additional $750 million in shares of our
Current report — wording carried from elsewhere
during the years ended December 27, 2025, December 28, 2024, and December
Current report — wording carried from elsewhere
For the year ended December 28, 2024, in connection with our restructuring
Current report — wording carried from elsewhere
and lists, trademarks, trade names, product development and non-compete
Current report — wording carried from elsewhere
to lower than anticipated operating margins in these
Rearranged previous paragraphs (46)
Previous report — wording carried elsewhere
margins; transitional challenges associated with acquisitions, dispositions and joint ventures,
Previous report — wording carried elsewhere
to laws and policies governing foreign
Previous report — wording carried elsewhere
strengthening of the U.S. dollar, their impacts
Previous report — wording carried elsewhere
affected the operations of our North
Previous report — wording carried elsewhere
incurred $9 million and $11 million of
Previous report — wording carried elsewhere
With respect to the October 2023 cyber incident, we
Previous report — wording carried elsewhere
believe that we have a strong
Previous report — wording carried elsewhere
During the year ended December 28, 2024, we recorded
Previous report — wording carried elsewhere
costs of $37 million, $80 million,
Previous report — wording carried elsewhere
intangible assets related to disposal of a U.S. business,
Previous report — wording carried elsewhere
The disposal was completed during the first quarter of 2023.
Previous report — wording carried elsewhere
net sales for the year ended December
Previous report — wording carried elsewhere
the impact of the Pillar Two
Previous report — wording carried elsewhere
A discussion of the results of operations for the year ended
Previous report — wording carried elsewhere
Note: Percentages for Net Sales; Gross Profit; Operating Expenses; Other
Previous report — wording carried elsewhere
Expense, Net; and Income Taxes are
Previous report — wording carried elsewhere
based on actual values and may not recalculate due to rounding.
Previous report — wording carried elsewhere
The components of our sales growth/(decline) were as follows:
Previous report — wording carried elsewhere
Global Distribution and Value-Added Services Sales
Previous report — wording carried elsewhere
The 0.6% decrease in internally generated local currency dental sales was attributable
Previous report — wording carried elsewhere
impact of the 2023 cyber incident.
Previous report — wording carried elsewhere
Global Specialty Products net sales for the year ended December 30, 2023
Previous report — wording carried elsewhere
sales increase are presented in the table above.
Previous report — wording carried elsewhere
Global Technology net sales for the year ended December 30, 2023 increased 9.6%.
Previous report — wording carried elsewhere
growth are presented in the table above.
Previous report — wording carried elsewhere
Gross profit and gross margin percentages by reportable segment were as follows:
Previous report — wording carried elsewhere
As a result of different practices of categorizing costs associated with distribution networks
Previous report — wording carried elsewhere
industry, our gross margins may not necessarily be comparable to other distribution companies.
Previous report — wording carried elsewhere
We realize substantially higher gross margin from sales of products that
Previous report — wording carried elsewhere
we develop and manufacture within our Global Specialty Products segment
Previous report — wording carried elsewhere
Technology segment, higher gross margins result from us being both the developer and seller of software products
Previous report — wording carried elsewhere
-Added Services segment, gross profit margins may vary between the
Previous report — wording carried elsewhere
The decrease in Global Distribution and Value-Added Services gross profit for the year ended December 30, 2023
Previous report — wording carried elsewhere
The increase in Global Specialty Products gross profit is primarily attributable
Previous report — wording carried elsewhere
Operating expenses (consisting of selling, general and administrative
Previous report — wording carried elsewhere
restructuring and integration costs) by segment were as follows:
Previous report — wording carried elsewhere
These items may vary independently of business performance.
Previous report — wording carried elsewhere
adjustments (current year vs. prior year) consist of (i) acquisition intangible amortization ($150 million vs. $126 million); (ii)
Previous report — wording carried elsewhere
The net increase in operating expenses is attributable to the following:
Previous report — wording carried elsewhere
The increase in operating costs (excluding acquisitions) during the year ended
Showing the first 40 of 46 passages. Open the source sections for the rest.