HENRY SCHEIN INC (HSIC) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that HENRY SCHEIN INC surfaced in its latest filing.

• On January 29, 2025, Henry Schein announced a strategic investment by KKR and a Strategic Partnership Agreement.January 29, 2025
• On May 16, 2025, Henry Schein issued 3,285,151 shares of common stock to KKR for $250 million at approximately $76.10 per share.May 16, 2025
• On November 4, 2025, Henry Schein and KKR amended the Partnership Agreement to increase KKR's beneficial ownership limit from 14.9% to 19.9% of outstanding shares during the standstill period.November 4, 2025
• On December 7, 2025, KKR exercised the Extension Election, resulting in the renomination of KKR designees Max Lin and William K. Daniel to the Board for election at the 2026 annual meeting.December 7, 2025
• In October 2023, Henry Schein experienced a cybersecurity incident that disrupted North American and European dental and medical distribution businesses, with residual impact in 2024.October 2023
• The Inflation Reduction Act of 2022 requires drug manufacturers to pay rebates to Medicare for certain price increases and authorizes negotiation of certain Medicare drug prices.2022
• The EU Corporate Sustainability Reporting Directive (CSRD), effective January 5, 2023, has been amended by the Omnibus Directive (2025/794) introducing a two-year postponement for certain financial years and altering scope, thresholds, timing and contents of reporting obligations.January 5, 2023
• The EU Artificial Intelligence Act (Regulation 2024/1689) establishes a comprehensive regulatory framework for AI with extra-territorial effect and phased implementation through 2027.
• China's Personal Information Protection Law (PIPL), effective November 1, 2021, imposes rules for processing personal information with maximum penalties of CNY50 million or 5% of annual revenue.November 1, 2021
• The California Consumer Privacy Act (CCPA) became effective January 1, 2020, and the California Privacy Rights Act (CPRA) enhanced and strengthened requirements effective January 1, 2023, with expanded requirements effective January 1, 2026.January 1, 2020
• As of January 1, 2026, comprehensive privacy laws are in effect in 20 states.January 1, 2026
• HHS-OIG issued a final rule implementing civil money penalties for information blocking, effective September 1, 2023, with a penalty of $1 million per violation.September 1, 2023
• Mr. Bergman will retire as CEO on December 31, 2025 (extended to March 1, 2026) and continue as Chairman; Frederick M. Lowery appointed as CEO effective March 2, 2026.March 2, 2026