Henry Schein Inc.

05/28/2026 | Press release | Distributed by Public on 05/28/2026 15:03

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Murphy Kelly Ann
2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2026
3. Issuer Name and Ticker or Trading Symbol
HENRY SCHEIN INC [HSIC]
(Last) (First) (Middle)
C/O HENRY SCHEIN, INC., 135 DURYEA ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & General Counsel
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
MELVILLE, NY 11747
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 34,812(1)(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)(3) (4) 03/03/2031 Common Stock, par value $0.01 per share 1,479 $62.71 D
Stock Option (Right to Buy)(3) (4) 09/10/2031 Common Stock, par value $0.01 per share 9,274 $76.76 D
Stock Option (Right to Buy)(3) (4) 03/16/2032 Common Stock, par value $0.01 per share 2,979 $86.27 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Kelly Ann
C/O HENRY SCHEIN, INC.
135 DURYEA ROAD
MELVILLE, NY 11747
SVP & General Counsel

Signatures

/s/ Jennifer Ferrero (as attorney-in-fact for Kelly Ann Murphy) 05/28/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 7,378 shares of Issuer's common stock held by reporting person.
(2) Also includes restricted stock units (RSU) pursuant to the Issuer's 2024 Stock Incentive Plan (formerly known as the 2020 Stock Incentive Plan). 12,205 will vest subject to (x) Issuer's achievement of a specified performance goal and (y) reporting person's continued perf. of services for the Issuer. 15,229 will vest subject to (x) passage of a specified period of time and (y) reporting person's continued perf. of services for the Issuer. With respect to the performance-based RSU, if the continued service requirement is satisfied and achievement of the perf. goal (x) exceeds 100% of target, the Issuer may issue additional vested shares of common stock in an amount that corresponds to the incremental percentage of the perf. goal achieved in excess of 100% of target or (y) is less than 100% of target, the reporting person will surrender to the Issuer shares of common stock in an amount that corresponds to the incremental percentage of the perf. goal achieved that is below 100% of target.
(3) Acquired pursuant to the Issuer's 2020 Stock Incentive Plan.
(4) The options vested in three equal installments on each of the first, second and third anniversary of the grant date.

Remarks:
See Exhibit 24 - Limited Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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