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 Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-28; filed 2025-02-25.
0001000228-25-000014
ITEM 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-27; filed 2026-02-24.
0001000228-26-000013
ITEM 1A. Risk FactorsThe 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 1325 previous paragraphs and 1409 current paragraphs.
887 unchanged; 228 reworded; 273 added; 180 removed; 30 previous and 21 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 (273)
Current report
dental implants, endodontics, and orthopedics), we are dependent upon third parties
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Although no single supplier is material, because of our dependence
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margin product, could result in a significant disruption in our sales and operations,
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Under the Partnership Agreement, two independent directors, Max Lin and
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On May16, 2025, we issued 3,285,151 shares of common stock
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for an investment of $250 million, at approximately $76.10 per share.
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the outstanding shares of common stock of the Company.
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into an amendment to the Partnership Agreement that increased the beneficial ownership
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of the outstanding shares of the Company’s common stock that KKR is permitted to acquire during the
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The standstill provisions, including the increased ownership limit,
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months following the later of the expiration of the term of the Partnership Agreement
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KKR director appointed pursuant to the Partnership Agreement is serving on
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On December 7, 2025, pursuant to the Partnership Agreement, KKR notified
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exercise the Extension Election (as defined in the Partnership Agreement) whereby
Showing the first 40 of 273 passages. Open the source sections for the rest.
Removed paragraphs (180)
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in the areas of oral surgery, implants, orthodontics and endodontics, we are dependent upon third parties for raw
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Because of our dependence upon such suppliers, our operations
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to comply with applicable government requirements (which may
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or an interruption in the suppliers’ manufacturing capabilities.
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able to obtain such alternative sources of supply on a timely basis,
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have experienced increased costs and shortages of purchased components,
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profit margins and on our sales for certain product categories, due to our inability
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continue to execute the BOLD+1 strategic priorities with the next evolution
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In addition to KKR’s current holdings, KKR will make an additional $250 million investment in the
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As a result, KKR will become the largest non-index fund stockholder of the Company
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Agreement, two representatives of KKR (the “Investor Designees”) will join our
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Investor Designees will also be nominated by our Board of Directors
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Agreement, KKR has agreed to customary voting and other provisions.
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contemplated by the Partnership Agreement is subject to customary
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termination of any waiting period under the Hart-Scott-Rodino Act
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Reworded paragraphs (228)
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We are dependent upon third parties for the manufacture and supply of a significant volume of our products and
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We are dependent upon third parties for the manufacture/supply of a significant volume of our products and
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Additionally, where we are the manufacturer of certain dental specialty products we sell
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Additionally, where we are the manufacturer of products for our speciality business (
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to the suppliers’ ability and willingness to supply products in the quantities
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our operations are subject to the suppliers’ ability and willingness to supply
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delays caused by interruption in production based on conditions outside
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require, and the risks include delays caused by interruption in production
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control, including a supplier’s failure to comply with applicable government
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result in product recalls and/or cessation of sales)
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product recalls, product detentions, and/or cessation of sales) or an interruption
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In the event of any such interruption in supply, we
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In the event of any such interruption in supply, we would need to timely identify and obtain acceptable
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There is no guarantee that we would be able to obtain such alternative
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if at all, and an extended interruption in supply,
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timely basis, if at all, and an extended interruption in supply, particularly of a high-sales volume and/or high-
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and operations, as well as damage to our relationships with customers
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Our business could be affected by the recently signed Strategic Partnership Agreement.
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Our business could be affected by the Strategic Partnership Agreement with KKR.
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KKR will also have the ability to purchase additional shares
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also has the ability to purchase additional shares via open market purchases
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a total equity stake of 14.9% of the outstanding common shares of
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Directors will renominate KKR’s designees, Max Lin and William K. “Dan” Daniel, to stand for election at the
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meeting of stockholders for a term expiring at our 2026 annual meeting
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Company’s 2026 annual meeting of stockholders for a term expiring at the Company’s 2027 annual meeting of
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Partnership Agreement may have unintended consequences, such as
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stockholders. The Partnership Agreement may have unintended consequences,
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or future strategic direction, which could result in the loss of future
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management, operations, or future strategic direction, which could
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ability to attract and retain qualified talent. KKR also invests in many different types of
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continue to invest in customers, suppliers, joint venture partners, or
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businesses, and has or may continue to invest in customers, suppliers,
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have relationships with the Company, or in competitors of such entities, which may create unintended conflicts
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which may create unintended conflicts resulting in a loss of business.
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can present benefits to the Company, they also create risks and challenges.
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While these innovations can present benefits to the Company, they also
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assessable generative AI that rapidly surpasses our organizational ability to understand
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accessible generative AI that rapidly surpasses our organizational ability to understand
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opportunities (including employees’ failure to comply with policies governing
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opportunities (including employees’ failure to comply with principles,
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intellectual property, lead to misuse of data and cause reputational harm.
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could endanger our intellectual property, lead to misuse or loss of data and cause reputational harm and other fines,
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with our culture, management policies, legal, regulatory and compliance
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personnel with our culture, management policies, legal, regulatory and compliance
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and cybersecurity systems and policies, internal procedures, working capital
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information technology and cybersecurity systems and policies,
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operational and internal controls and strategies.
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management, financial, operational and internal controls and strategies.
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effective manner, is critical to ensuring, among other things, that customer confidence is not diminished.
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effective manner, are critical to ensuring, among other things, that customer confidence is not diminished.
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diversion of management’s and our Board of Directors’ attention and resources from our businesses and strategic
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diversion of management’s and our Board of Directors’ attention and resources from our business and strategic
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the ability to exert influence on actions requiring a stockholder vote,
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influence on actions requiring a stockholder vote, including the election of directors
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These risks could cause volatility in the trading price of our
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These risks could cause volatility in the trading price of our common
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common stock based on factors other than the fundamentals of our
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based on factors other than the fundamentals of our business.
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(including protected health information of their patients); and
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records (including protected health information of their patients); and
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information in our customers’ electronic medical and dental records,
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health information in our customers’ electronic medical and dental records, certain
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and financial information, such as health care and other information related
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personal and financial information, such as health care and other information
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service, as well as other sensitive information such as credit card
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individuals we service, as well as other sensitive information such as
Showing the first 40 of 228 pairs. Open the source sections for the rest.
Rearranged current paragraphs (21)
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products in the quantities that we
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based on conditions outside of our
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result in the loss of future business opportunities
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or negatively impact our ability to attract and retain qualified talent.
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joint venture partners, or other entities that
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effect on our business, financial condition or operating results.
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causing an IS security breach may lead, and
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and/or general computer controls or
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us by affected parties and/or
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and full year 2023, diverted attention of
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practitioners; and changes in reimbursements to customers, including increased
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under state transparency laws that address circumstances not covered
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Furthermore, Directive No. 2025/794 of 14 April 2025, the
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of our customers to obtain, use or disseminate
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legal requirements, which could have a material adverse effect on our operations.
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line with the model created by GDPR.
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a material adverse effect on our business.
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and we may be required to make significant
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with their efforts to comply with
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or our customers who use our products or
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agencies and involve substantial fines, penalties and other liabilities and
Rearranged previous paragraphs (30)
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that we require, and the risks include
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would need to timely identify and obtain acceptable replacement sources.
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particularly of a high-sales volume and/or high-margin product, could result in a
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via open market purchases up to
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business opportunities or negatively impact our
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other entities that have relationships with the
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including the election of directors and the
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our IS and data, and our defenses are
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to cybersecurity may increase our costs to
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may lead, and has in the past led,
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a negative impact on our financial
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controls or those of third parties with whom
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Any of these impacts may alone, or
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disrupt our business operations, adversely impact our financial accounting
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to protect against, or to address problems caused
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cyber hackers as a result of the October 2023 incident.
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respect to complex Medicare reimbursement requirements applicable to our
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Among other things, the EU MDR:
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liabilities and expenses, costs for remediation and
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a material adverse effect on our operations.
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established in the EU and process personal data of Data Subjects (regardless
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matters (for which the GDPR left some
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likelihood of, and risks associated with, data
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all of such U.S. state privacy
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or changes in our practices in response to
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regulators, state attorneys general and plaintiff’s attorneys have been and will
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and we may be required to make significant changes to our solutions and
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efforts to comply with applicable data
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Perceived or actual security vulnerabilities in our products
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use our products or services to comply