Every material Form 8-K Henry Schein filed with the SEC in 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Henry Schein filing is on SEC EDGAR ↗. 8-K briefs of other companies →