Every material Form 8-K Henry Schein has filed with the SEC since June 09, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Henry Schein reported third-quarter 2026 results for the quarter ended September 26, 2026, with net sales of $3.5 billion, up 4.0%, and GAAP diluted EPS of $1.06, up 26.2% from the prior year. The company raised its 2026 non-GAAP diluted EPS guidance to $5.50 to $5.56 from $5.29 to $5.39, and the Q3 results include a $0.19 per share net benefit from tariff refunds, which management says will not recur at that level for the rest of 2026.
Q3 2026 non-GAAP diluted EPS was $1.56, up 13.0%; excluding tariff refunds and prior-year remeasurement gains, growth was 19.1%
Full-year 2026 non-GAAP diluted EPS guidance raised to $5.50 to $5.56 from $5.29 to $5.39
Adjusted EBITDA growth guidance raised to high-single-digits from mid to high-single-digits
Q3 U.S. dental merchandise sales rose 8.6%; the company repurchased $125 million of stock in the quarter and had about $330 million authorized remaining
Henry Schein said former ITT CFO Emmanuel Caprais will become its Senior Vice President and Chief Financial Officer effective November 4, 2026, succeeding Ronald N. South, who moves to a Senior Advisor role on that date. Mr. Caprais joins as Senior Financial Advisor on October 12, 2026, and Mr. South remains CFO through November 3, 2026, including the third quarter earnings process. The filing describes a planned, structured handover of the finance chief role rather than a financial result.
Emmanuel Caprais, 51, most recently served as CFO of ITT Inc. from 2020 to May 2026; he will report to CEO Frederick M. Lowery
Offer Letter sets a $750,000 base salary, a $750,000 target annual bonus, and a $25,000 sign-on bonus
Expected 2027 long-term incentive award has an estimated grant date fair value of $2,500,000, plus a $250,000 one-time sign-on equity award granted in December 2026
Ronald N. South has served at Henry Schein for 18 years and as CFO for the past four years
Henry Schein amended and restated its existing $1 billion revolving credit agreement on September 21, 2026, increasing commitments to $1.25 billion and extending the termination date to September 19, 2031. The company plans to use the facility for working capital, general corporate purposes, capital expenditures, stock repurchases, debt refinancing and potential acquisitions.
Revolving commitments increased from $1 billion to $1.25 billion
Termination date extended to September 19, 2031
Agreement signed September 21, 2026, amending a credit agreement dated June 6, 2025
JPMorgan Chase Bank, N.A. is administrative agent; the filing lists several co-agents and lenders
Henry Schein reported second-quarter 2026 net sales of $3.5 billion, up 6.7% from a year earlier, and non-GAAP diluted EPS of $1.27 versus $1.10. It raised its full-year 2026 non-GAAP diluted EPS guidance to $5.29 to $5.39 from $5.23 to $5.37, and its sales growth guidance to 4.5% to 5.5% from 3% to 5%. For shareholders, both headline profit and guidance moved higher.
Q2 2026 net sales were $3.5 billion, up 6.7%, including 4.6% internal sales growth
Q2 2026 GAAP diluted EPS was $0.82 versus $0.70; non-GAAP diluted EPS was $1.27 versus $1.10
2026 non-GAAP diluted EPS guidance raised to $5.29 to $5.39 from $5.23 to $5.37; sales growth guidance raised to 4.5% to 5.5% from 3% to 5%
Repurchased $200 million of common stock in Q2; $455 million remained authorized at quarter end
Henry Schein said it is creating the Henry Schein Leadership Team to replace its Executive Management Committee and is integrating its global supply chain organization with its global distribution group. COO Michael S. Ettinger, Chief Strategy Officer Mark E. Mlotek, and SVP Global Supply Chain James Mullins will transition out of their roles and into senior advisory roles, and the 8-K says the transitions are effective October 30, 2026.
Michael S. Ettinger (EVP and COO) and Mark E. Mlotek (EVP and Chief Strategy Officer) transition to senior advisory roles effective October 30, 2026
James Mullins, SVP Global Supply Chain, also transitions out of his role
Henry Schein Leadership Team (HSLT) replaces the Executive Management Committee
Ettinger and Mlotek are entitled to payments and benefits under the Executive Severance Plan
Henry Schein reported first-quarter 2026 net sales of $3.4 billion, up 6.3% from a year earlier, and non-GAAP diluted EPS of $1.32 versus $1.15. GAAP net income attributable to the company was $107 million, down from $110 million, while GAAP diluted EPS rose to $0.92 from $0.88. The company reaffirmed its 2026 non-GAAP diluted EPS guidance of $5.23 to $5.37, sales growth of about 3% to 5%, and Adjusted EBITDA growth in the mid-single digits.
Net sales of $3.4 billion for Q1 2026, up 6.3%, including 2.5% internal sales growth
Non-GAAP diluted EPS of $1.32 vs. $1.15 in Q1 2025; GAAP diluted EPS of $0.92 vs. $0.88
2026 guidance reaffirmed: non-GAAP diluted EPS of $5.23 to $5.37 and total sales growth of about 3% to 5%
Net cash used in operating activities was $97 million in Q1 2026, compared with $37 million provided in Q1 2025
Henry Schein reported fourth-quarter and full-year 2025 results that rose on both sales and per-share earnings, and it introduced 2026 guidance for non-GAAP diluted EPS of $5.23 to $5.37. The company said Fred Lowery will join as CEO next week, which matters to shareholders because it marks a leadership change alongside the new outlook.
Q4 2025 net sales were $3.4 billion, up 7.7%; GAAP diluted EPS was $0.85 versus $0.74, and non-GAAP diluted EPS was $1.34 versus $1.19.
Full-year 2025 net sales were $13.2 billion, up 4.0%; GAAP diluted EPS was $3.27 versus $3.05, and non-GAAP diluted EPS was $4.97 versus $4.74.
Full-year 2025 non-GAAP net income was $605 million, flat with 2024.
For 2026, non-GAAP diluted EPS is expected at $5.23 to $5.37 and total sales growth at 3% to 5%.
Henry Schein appointed Frederick M. Lowery, currently Executive Vice President and President of Laboratory Products and BioProduction at Thermo Fisher Scientific, as chief executive officer effective March 2, 2026, and expanded its board from 14 to 15 members to seat him. Current CEO Stanley M. Bergman will remain CEO until Lowery starts, then become Chairman of the Board. The filing also amends the company's bylaws to remove the requirement that the board appoint a President.
Lowery's employment agreement sets a base salary of $1,250,000 and a target annual bonus of no less than 150% of base salary for 2026.
Lowery will receive a 2026 equity award with a target grant date fair value of $10,000,000, plus a $2,500,000 sign-on equity award vesting over three years.
Bergman continues as CEO until Lowery begins work, then becomes Chairman of the Board.
The board amended the bylaws effective January 10, 2026, to allow a CEO who is not also President or Chairman.
Henry Schein said its Board expects to name a successor CEO by mid-January 2026, and Stanley M. Bergman will remain CEO and Chairman until then. The company and Mr. Bergman also signed a letter agreement extending his employment agreement until a new CEO starts or 30 days after he gives written notice that he is ending his employment. For shareholders, the filing signals a leadership transition is near but not yet complete, with no financial results reported.
Board expects to name next CEO by mid-January 2026; search will not be finalized before year-end 2025
Stanley M. Bergman continues as CEO and Chairman until a successor assumes the role
Letter agreement extends Bergman's employment agreement dated November 28, 2022, through the earlier of a new CEO's start date or 30 days after his written notice of departure
Henry Schein amended four private placement shelf and note facilities with Prudential, New York Life, MetLife and Corebridge on December 19, 2025. The amendments extend the scheduled facility termination dates to December 19, 2028 and modify certain financial definitions and covenants.
Amendments dated December 19, 2025 cover four facilities originally dated October 20, 2021
Scheduled facility termination dates extended to December 19, 2028
Financial definitions and covenants modified; filing does not state dollar amounts of borrowings
Under its Strategic Partnership Agreement with KKR Hawaii Aggregator L.P., KKR exercised an Extension Election on December 7, 2025. As a result, Henry Schein's board will renominate KKR's designees, Max Lin and William K. "Dan" Daniel, for election at the 2026 Annual Meeting, for terms expiring at the 2027 annual meeting. The filing reports no financial figures, and the change keeps KKR's board representation in place for another term.
KKR notified Henry Schein on December 7, 2025 of its election to exercise the Extension Election under Section 5.10(f) of the agreement dated January 29, 2025.
Board will renominate KKR designees Max Lin and William K. "Dan" Daniel for the 2026 Annual Meeting.
Proposed terms would expire at the company's 2027 annual meeting of stockholders.
Henry Schein reported third-quarter 2025 sales of $3.3 billion, up 5.2% from a year earlier, and non-GAAP diluted EPS of $1.38 versus $1.22. The company raised its 2025 non-GAAP diluted EPS guidance to $4.88 to $4.96 from $4.80 to $4.94, and its board approved letting KKR increase its HSIC stock ownership up to 19.9%.
Q3 2025 GAAP diluted EPS was $0.84, up from $0.78; GAAP net income was $101 million versus $99 million
2025 total sales growth guidance raised to 3% to 4% from 2% to 4%; Adjusted EBITDA growth guidance unchanged at mid-single digits
Company repurchased about 3.3 million shares for $229 million in Q3 and had $980 million authorized for future repurchases
Management expects value creation initiatives to deliver over $200 million of operating income improvement over the next few years
Henry Schein disclosed that James Breslawski transitioned out of his Senior Advisor role on September 5, 2025, after previously stepping down as President in April 2025. He will receive payments and benefits under the company's Executive Severance Plan, which the filing does not quantify.
Breslawski moved from President to Senior Advisor and Executive Management Committee member, as disclosed on April 1, 2025.
He transitioned out of that advisory role on September 5, 2025.
Payments and benefits will be provided under the Executive Severance Plan; the filing gives no dollar amounts.
Henry Schein reported second-quarter 2025 results, with GAAP diluted EPS of $0.70 versus $0.80 a year earlier and non-GAAP diluted EPS of $1.10 versus $1.23. Net sales rose 3.3% to $3.2 billion, but the company kept its full-year 2025 guidance unchanged and said it is working with KKR on further shareholder value initiatives.
Q2 2025 GAAP net income was $86 million ($0.70 per diluted share), down from $104 million ($0.80) a year earlier
Q2 2025 net sales were $3.2 billion, up 3.3%; first-half net sales were $6.4 billion, up 1.6%
2025 non-GAAP diluted EPS guidance maintained at $4.80 to $4.94; total sales growth guidance of 2% to 4% unchanged
Company repurchased about 3.7 million shares for $259 million in Q2, including a $223 million accelerated stock repurchase completed in July
Henry Schein said CEO Stanley M. Bergman will retire effective December 31, 2025, after more than 35 years as CEO and 45 years at the company. He will remain Chairman of the Board after his retirement, and the board has started a formal search for a successor with a nationally recognized executive search firm, considering internal and external candidates. The filing contains no earnings, guidance, or financial results.
Bergman retires as CEO effective December 31, 2025, and continues to lead the company in that role until then
Bergman will remain Chairman of the Board after retiring
The board is working with a nationally recognized executive search firm and will consider internal and external candidates
Henry Schein amended and restated its $750 million term loan credit agreement and its $1 billion revolving credit agreement on June 6, 2025. The term loan maturity was extended to June 6, 2030, and both agreements modify certain financial definitions and covenants.
Term loan: existing $750 million credit agreement dated July 11, 2023 amended and restated; termination date extended to June 6, 2030
Revolver: existing $1 billion revolving credit agreement dated August 20, 2021 amended and restated as the Third Amended and Restated Revolving Credit Agreement
Facilities may be used for working capital, capital expenditures, share repurchases, debt refinancing and potential acquisitions
JPMorgan Chase Bank, N.A. serves as administrative agent under both agreements
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