Form 8-K

8-K — HENRY SCHEIN INC

Accession: 0001193125-26-324857

Filed: 2026-07-30

Period: 2026-07-27

CIK: 0001000228

SIC: 5047 (WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d55491d8k.htm (Primary)

EX-99.1 (d55491dex991.htm)

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8-K

HENRY SCHEIN INC false 0001000228 0001000228 2026-07-27 2026-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2026

Henry Schein, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-27078

11-3136595

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

135 Duryea Road, Melville, New York

11747

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (631) 843-5500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

HSIC

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 30, 2026, Henry Schein, Inc. (the “Company”) announced that, effective October 30, 2026, Michael S. Ettinger, the Company’s Executive Vice President and Chief Operating Officer, and Mark E. Mlotek, the Company’s Executive Vice President and Chief Strategic Officer, will transition out of their current roles into senior advisory roles. In connection with such transition, Mr. Ettinger and Mr. Mlotek will be entitled to receive the payments and benefits under the Company’s Executive Severance Plan, in accordance with and subject to the terms and conditions of the plan.

Item 7.01

Regulation FD.

On July 30, 2026, the Company issued a press release (the “Press Release”) announcing leadership transitions. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and the Press Release attached as Exhibit 99.1 are considered furnished to the Securities and Exchange Commission and are not deemed filed for purposes of Section 18 of the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release, dated July 30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

HENRY SCHEIN, INC.

(Registrant)

Date: July 30, 2026

By:

/s/ Kelly Murphy

Kelly Murphy

Senior Vice President and General Counsel

EX-99.1

Filename: d55491dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Henry Schein Announces Leadership Transitions

Company to Create the Henry Schein Leadership Team to Replace its Executive Management Committee

Three Executives to Become Senior Advisors Effective October 31, 2026

MELVILLE, N.Y., July 30, 2026 – Henry Schein, Inc. (Nasdaq: HSIC) announced today that it is creating the Henry Schein

Leadership Team (HSLT) to replace its Executive Management Committee. The Company will also integrate its global supply chain organization with its global distribution group. The new leadership structure will continue to develop the Company’s

strategic priorities, accelerate its execution, and enhance enterprise collaboration.

“I am pleased to announce a new leadership

structure at Henry Schein that reflects an important evolution of our organization designed to help Henry Schein become simpler, prioritize and make decisions faster, better execute on our priorities, and become an even more customer-centric

organization,” said Fred Lowery, the Company’s Chief Executive Officer.

“By bringing our supply chain teams closer to

the customers served by our distribution businesses and enabling direct management of our corporate functions, these changes will further expedite prioritization, accelerate decision making, and advance efforts to simplify our operating model. Taken

together, these changes will continue helping improve our Company and position Henry Schein for even greater success,” Mr. Lowery continued.

In addition, Michael S. Ettinger, the Company’s Executive Vice President and Chief Operating Officer, Mark E. Mlotek, the

Company’s Executive Vice President and Chief Strategy Officer, and James (“Jim”) Mullins, the Company’s Senior Vice President, Global Supply Chain, will transition out of their roles effective October 30, 2026.

Mr. Ettinger, Mr. Mlotek, and Mr. Mullins will continue in their roles until October 30th, and thereafter will remain as Senior Advisors to the Company.

“Over their decades with Henry Schein, the wide-ranging impact made by Michael, Mark, and Jim upon our Company, the healthcare industry,

and patient health globally is impossible to quantify,” said Mr. Lowery. “Through his strategic vision and forging of partnerships over 30+ years, Mark played an integral role in growing Henry Schein from a small,

privately-held mostly dental mail-order company into a multi-billion dollar public company that is the world’s largest provider of health care products, services, and technology platforms to office-based health care professionals. Similarly, I

want to recognize Michael and Jim for helping build Henry Schein’s global corporate, legal, and supply chain infrastructure and, together, developing a world class team that today stands as a true competitive advantage. In their new senior

advisory roles, we are fortunate to continue benefiting from their invaluable experience, insights, and strategic guidance as we execute our strategy and position the Company for continued success,” Mr. Lowery said.

Henry Schein, Inc. • 135 Duryea Road • Melville, New York 11747

William K. (“Dan”) Daniel, Chairman of the Board of Directors for Henry Schein,

observed that “Henry Schein owes a debt of gratitude to Michael, Mark, and Jim for the significant impact of their contributions to Henry Schein’s growth across more than 100 years of combined experience with the Company, during which

they have each served as pillars for the organization whose unique vision, dedication, and authentic reflection of Henry Schein’s values helped to create the tremendous platform upon which we continue to build.”

Commenting on Mark’s 30 years of service on the Board of Directors and Michael’s decades of work as the liaison to the Board and

Corporate Secretary, Philip A. Laskawy, Director and Former Lead Director of the Board of Directors from 2012 through May 2026, shared that “their outstanding judgment, strategic perspective, and unwavering dedication have made an

extraordinary impact upon Henry Schein. It was a privilege to serve alongside Mark on the Board, and we are deeply grateful to Mark and Michael for their enduring contributions to our Board, the Company’s leadership team, and our

stakeholders.”

Mr. Lowery sent out a letter this morning to all Team Schein Members where he wrote: “Each of Michael,

Mark, and Jim fully embody the best of our Team Schein Values, and have poured love, passion, and joy into their every initiative and interaction. I am particularly grateful to Michael and Mark for their instrumental support in my own onboarding

process. On behalf of Team Schein, we thank Michael, Mark, and Jim for their exceptional leadership, partnership, and immeasurable contributions over the years.”

About Henry Schein, Inc.

Henry

Schein, Inc. (Nasdaq: HSIC) is a products, services, and technology platforms company for healthcare customers. With more than 25,000 Team Schein Members worldwide, the Company’s network of trusted advisors provides more than 1 million

customers globally with more than 300 valued solutions that help improve operational success and clinical outcomes. Our Business, Clinical, Technology, and Supply Chain solutions help office-based dental and medical practitioners work more

efficiently so they can provide quality care more effectively. These solutions also support dental laboratories, government and institutional health care clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than 300,000 branded products and

Henry Schein corporate brand products in our distribution centers.

A FORTUNE 500 Company and a member of the S&P 500® index, Henry Schein is headquartered in Melville, N.Y., and has operations or affiliates in 34 countries and territories. The Company’s sales reached $13.2 billion in 2025, and have

grown at a compound annual rate of approximately 11.0 percent since Henry Schein became a public company in 1995.

Henry Schein, Inc. • 135 Duryea Road • Melville, New York 11747

For more information, visit Henry Schein at www.henryschein.com.

Cautionary Note Regarding Forward-Looking Statements

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the following

cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by

us are subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements

or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

These 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. A fuller

discussion of our operations, financial condition and status of litigation matters, including factors that may affect our business and future prospects, is contained in documents we have filed with the United States Securities and Exchange

Commission, or SEC, including our Annual Report on Form 10-K, and will be contained in all subsequent periodic filings we make with the SEC. These documents identify in detail important risk factors that could

cause our actual performance to differ materially from current expectations.

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 objectives, including anticipated results of restructuring and value

creation initiatives; risks related to the Strategic Partnership Agreement with KKR Hawaii Aggregator L.P. entered into in January 2025; transitions in senior company leadership (including, without limitation, the transition to our new Chief

Executive Officer); our ability to develop or acquire and maintain and protect new products (particularly technology and specialty products) and services and utilize new technologies that achieve market acceptance with acceptable margins;

transitional challenges associated with acquisitions 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; adverse changes in supplier rebates or other purchasing

incentives; risks related to the sale of corporate brand products; risks related to activist investors; security risks associated with our information systems and technology products 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; political, economic, and regulatory influences on

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, fluctuations in energy pricing and the value of the U.S. dollar as compared to foreign currencies and changes to other

economic indicators; 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; 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; 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; supply chain disruption; litigation risks; new or unanticipated litigation

developments and the status of litigation matters; our dependence on our senior management, employee hiring and retention, increases in labor costs or health care costs, and our relationships with customers, suppliers and manufacturers; and

disruptions in financial markets. The order in which these factors appear should not be construed to indicate their relative importance or priority.

Henry Schein, Inc. • 135 Duryea Road • Melville, New York 11747

We caution that these factors may not be exhaustive and that many of these factors are beyond

our ability to control or predict. Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results. We undertake no duty and have no obligation to update forward-looking statements except as

required by law.

CONTACTS: Investors

Ronald N. South

Senior Vice

President and Chief Financial Officer

ronald.south@henryschein.com

(631) 843-5500

Graham Stanley

Vice President,

Investor Relations and Strategic Financial Project Officer

graham.stanley@henryschein.com

(631) 843-5500

Media

Tim Vassilakos

Vice President, Global Corporate Communications

timothy.vassilakos@henryschein.com

(516) 510-0926

Henry Schein, Inc. • 135 Duryea Road • Melville, New York 11747

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