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    SEC Form 11-K filed by Henry Schein Inc.

    6/20/25 8:01:34 AM ET
    $HSIC
    Medical Specialities
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    11-K 1 henryschein11k1231202.htm FORM 11-K henryschein11k1231202
     
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM
    11
    -K
     
    (Mark One)
    X
     
    ANNUAL REPORT PURSUANT TO SECTION
     
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2024
    OR
    __
     
    TRANSITION REPORT PURSUANT TO
     
    SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943
    For the transition period from ____________ to ____________
    Commission File Number:
     
    0-27078
    A.
     
    Full title of the plan and the address of the plan, if different from that of
     
    the issuer named below:
    Henry Schein, Inc. 401(k) Savings Plan
    B.
     
    Name of issuer of the securities held pursuant to the plan and the address of
     
    its principal executive office:
    Henry Schein, Inc.
    135 Duryea Road
     
    Melville, New York
     
    11747
     
    2
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    TABLE OF CONTENTS
     
    Page
     
    Number
     
     
    Report of Independent Registered Public Accounting Firm
    3
     
     
    Financial Statements:
     
    Statements of Net Assets Available
     
    for Benefits as of December 31, 2024 and December 31, 2023
    4
    Statements of Changes in Net
     
    Assets Available for Benefits for the years ended
     
    December 31, 2024 and
     
    December 31,
    2023
    5
    Notes to Financial Statements
    6
     
     
    Supplemental schedule for the year ended December 31, 2024:
     
    Form 5500, Schedule H, Part IV,
     
    Line 4i - Schedule of Assets (Held at End of Year)
     
    as of December 31, 2024
    15
    Signature
    16
    Exhibits:
     
    Consent of Independent Registered Public Accounting Firm
     
    Exhibit
    23.1
     
     
    All other schedules required by Section 2520.103-10 of the U.S. Department
     
    of Labor’s Rules and Regulations for
    Reporting and Disclosure under the Employee Retirement Income
     
    Security Act of 1974 have been omitted
     
    because they are not applicable.
     
     
     
    3
    Report Of Independent Registered Public Accounting Firm
    Plan Administrator and Participants
    Henry Schein, Inc. 401(k) Savings Plan
    Melville, New York
    Opinion on the Financial Statements
    We
     
    have audited
     
    the accompanying
     
    statements of
     
    net assets
     
    available for
     
    benefits of
     
    the Henry
     
    Schein, Inc.
     
    401(k) Savings
     
    Plan (the
    “Plan”) as of December 31,
     
    2024 and 2023, the
     
    related statements
     
    of changes in net
     
    assets available for benefits
     
    for the years then
     
    ended,
    and the
     
    related notes
     
    (collectively,
     
    the “financial
     
    statements”).
     
    In our
     
    opinion, the
     
    financial statements
     
    present fairly,
     
    in all
     
    material
    respects, the net assets available
     
    for benefits of the Plan
     
    as of December 31, 2024 and
     
    2023, and the changes in net
     
    assets available for
    benefits for the
     
    years then ended, in conformity with accounting principles generally accepted in the
     
    United States of America.
    Basis for Opinion
    These financial
     
    statements are the
     
    responsibility of
     
    the Plan’s
     
    management.
     
    Our responsibility is
     
    to express an
     
    opinion on the
     
    Plan’s
    financial statements
     
    based on
     
    our audits.
     
    We
     
    are a
     
    public accounting
     
    firm registered
     
    with the
     
    Public Company
     
    Accounting Oversight
    Board
     
    (United
     
    States)
     
    (“PCAOB”)
     
    and
     
    are
     
    required
     
    to
     
    be
     
    independent
     
    with
     
    respect
     
    to
     
    the
     
    Plan
     
    in
     
    accordance
     
    with
     
    the
     
    U.S.
     
    federal
    securities laws and the applicable rules and regulations of the Securities and
     
    Exchange Commission and the PCAOB.
    We conducted our audits in accordance with the standards of the PCAOB. Those standards
     
    require that we plan and perform the audit to
    obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
     
    or fraud. The
    Plan is
     
    not required
     
    to have,
     
    nor were
     
    we engaged
     
    to perform,
     
    an audit
     
    of its
     
    internal control
     
    over financial
     
    reporting. As
     
    part of
     
    our
    audits we
     
    are required
     
    to obtain
     
    an understanding
     
    of internal
     
    control over
     
    financial reporting
     
    but not
     
    for the purpose
     
    of expressing
     
    an
    opinion on the effectiveness of the Plan’s
     
    internal control over financial reporting. Accordingly,
     
    we express no such opinion.
    Our audits included performing
     
    procedures to assess
     
    the risk of material
     
    misstatement of the financial
     
    statements, whether due to
     
    error or
    fraud, and performing
     
    procedures that respond
     
    to those risks. Such
     
    procedures included examining,
     
    on a test basis, evidence
     
    regarding
    the
     
    amounts
     
    and
     
    disclosures
     
    in
     
    the
     
    financial
     
    statements.
     
    Our
     
    audits
     
    also
     
    included
     
    evaluating
     
    the
     
    accounting
     
    principles
     
    used
     
    and
    significant
     
    estimates made
     
    by the
     
    Plan’s
     
    management,
     
    as well
     
    as evaluating
     
    the overall
     
    presentation
     
    of the
     
    financial statements.
     
    We
    believe that our audits provide a reasonable basis for our opinion.
    Supplemental Information
    The supplemental information in the
     
    accompanying Schedule H, Line 4i-Schedule
     
    of Assets (Held at End of Year)
     
    as of December 31,
    2024
     
    has
     
    been
     
    subjected
     
    to
     
    audit
     
    procedures
     
    performed
     
    in
     
    conjunction
     
    with
     
    the
     
    audit
     
    of
     
    the
     
    Plan’s
     
    financial
     
    statements.
     
    The
    supplemental information
     
    is presented
     
    for the
     
    purpose of
     
    additional analysis
     
    and is
     
    not a
     
    required part
     
    of the
     
    financial statements
     
    but
    included
     
    supplemental information
     
    required by
     
    the U.S.
     
    Department of
     
    Labor’s
     
    Rules and
     
    Regulations for
     
    Reporting and
     
    Disclosure
    under
     
    the
     
    Employee
     
    Retirement
     
    Income
     
    Security
     
    Act
     
    of
     
    1974.
     
    The
     
    supplemental
     
    information
     
    is
     
    the
     
    responsibility
     
    of
     
    the
     
    Plan’s
    management. Our audit procedures included determining whether the
     
    supplemental information reconciles to the financial statements or
    the underlying
     
    accounting and
     
    other records,
     
    as applicable,
     
    and
     
    performing
     
    procedures to
     
    test the
     
    completeness
     
    and
     
    accuracy
     
    of the
    information presented in the supplemental information. In forming our opinion on the supplemental
     
    information, we evaluated whether
    the supplemental information, including its form and content, is
     
    presented in conformity with the U.S. Department of Labor’s Rules
     
    and
    Regulations
     
    for
     
    Reporting
     
    and
     
    Disclosure
     
    under
     
    the
     
    Employee
     
    Retirement
     
    Income
     
    Security
     
    Act
     
    of
     
    1974.
     
    In
     
    our
     
    opinion,
     
    the
    supplemental information is fairly stated, in all material respects, in relation
     
    to the financial statements as a whole.
    /s/ BDO USA, P.C.
    We have served
     
    as the Plan’s auditor since 1984.
    New York,
     
    New York
    June 20, 2025
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    4
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    STATEMENTS
     
    OF NET ASSETS AVAILABLE
     
    FOR BENEFITS
     
    December 31,
    December 31,
     
    2024
    2023
     
    Assets
    Investments, at fair value (Note 4):
    Money market account
    $
    71,270
    $
    104,620
    Mutual funds
    870,828,651
    780,071,274
    Common collective trust funds
    595,273,658
    551,788,572
    Common stock
    37,410,973
    46,633,953
    Total
     
    investments
    1,503,584,552
    1,378,598,419
    Receivables:
    Notes receivable from participants
    19,901,072
    18,990,967
    Employer’s contribution (Note 1(b))
    31,804,274
    31,189,938
    Other
    4,761
    15,502
    Total
     
    receivables
    51,710,107
    50,196,407
    Total
     
    Assets
    1,555,294,659
    1,428,794,826
    Liabilities
    Benefits payable
    7,204
    8,362
    Net assets available for benefits
    $
    1,555,287,455
    $
    1,428,786,464
    See accompanying Notes to Financial Statements
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    5
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    STATEMENTS
     
    OF CHANGES IN NET ASSETS AVAILABLE
     
    FOR BENEFITS
     
    Year
     
    Ended
     
    December 31,
    December 31,
     
    2024
    2023
     
    Additions:
    Investment income:
    Interest and dividends
    $
    38,237,772
    $
    28,287,849
    Net appreciation (depreciation) in fair value of investments:
    Mutual funds
    147,452,371
    181,949,957
    Common stock
    (3,813,353)
    (2,788,844)
    Total
     
    investment income, net
    181,876,790
    207,448,962
    Participants’ contributions
    68,400,344
    66,371,569
    Employer’s contribution (Note 1(b))
    31,804,274
    31,189,938
    Interest income - notes receivable from participants
    1,653,387
    1,256,547
    Total
     
    additions
    283,734,795
    306,267,016
    Deductions:
    Benefits paid to participants
    163,183,377
    120,052,039
    Administrative expenses
    1,349,164
    1,134,519
    Total
     
    deductions
    164,532,541
    121,186,558
    Net increase before transfer in from
     
    (out to) a related plan
    119,202,254
    185,080,458
    Transfer in from
     
    (out to) a related plan (Note 1(a))
    7,298,737
    (1,428,373)
    Net increase in plan assets
    126,500,991
    183,652,085
    Net assets available for benefits, beginning of year
    1,428,786,464
    1,245,134,379
    Net assets available for benefits, end of year
    $
    1,555,287,455
    $
    1,428,786,464
    See accompanying Notes to Financial Statements
    6
    HENRY SCHEIN, INC. 401(k)
     
    SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
    Note 1 – Description of Plan
     
    The following description of the Henry Schein, Inc. 401(k) Savings Plan (the
     
    “Plan”) provides only general information.
     
    Participants
    should refer to the Plan document or Summary Plan Description for a more complete description
     
    of the Plan’s provisions.
    (a) Nature of Operations
    The Plan is a contributory defined contribution 401(k) plan originally effective
     
    January 1, 1970.
     
    The Plan was amended effective
    December 26, 1993, to include an
     
    Internal Revenue Code Section 401(k) feature.
     
    The Plan is subject to
     
    the provisions of the Employee
    Retirement Income Security Act of 1974 (“ERISA”).
     
    The third-party administrator is Fidelity Investments Institutional Operations
    Company, Inc., (the
     
    “Administrator”).
     
    The Plan trustee is Fidelity Management Trust Company
     
    (the “Trustee”).
     
    Eligible employees
    are those employed by Henry Schein, Inc. (the “Plan Sponsor” or the “Company”) and certain of the Company’s affiliates (collectively,
    the “Employer”).
    All employees (other than temporary employees) are eligible to make
     
    salary reduction contributions to the Plan upon hire and become
    eligible to be credited with Profit Sharing Contributions and the Employer Match (each
     
    as described below) upon completion of a one
    year period of service.
     
    Temporary employees are eligible
     
    to make salary reduction contributions to the Plan and to be credited with
    Profit Sharing Contributions and the Employer Match on the first July 1 or January
     
    1 following the completion of a twelve consecutive
    month period during which the temporary employee is credited with at least one
     
    thousand hours of service or the completion of three
    consecutive plan years starting
     
    on or after
     
    January 1, 2021
     
    in each of
     
    which the temporary employee
     
    is credited with
     
    at least five
     
    hundred
    hours of service.
     
    If an individual is initially classified as a temporary employee and then is reclassified as a regular
     
    participant, the
    participant is immediately eligible to make salary reduction contributions
     
    to the Plan, and is eligible to be credited with Profit Sharing
    Contributions and the Employer Match upon the earlier of a completion of
     
    a one year period of service or when he or she would have
    been eligible to be credited with Profit Sharing Contributions and the Employer
     
    Match if he or she would have remained a temporary
    employee.
    On December 18, 2024, the Plan was amended to (i) change the calculation of matching
     
    contributions from a quarterly to an annual
    basis, effective January 1, 2025; and (ii) require that a participant be employed on the last Friday of the Plan Year,
     
    or have retired, died,
    or become disabled during the year, in order
     
    to be eligible for a matching contribution for that Plan Year.
    In connection with an
     
    operational restructuring of
     
    two of Henry
     
    Schein, Inc.’s subsidiaries, the account
     
    balances of certain
     
    participants in
    the ACE Surgical Supply Co., Inc. 401(k) Plan were
     
    transferred into the Plan effective August 12, 2024, and the account balances
     
    of
    certain participants in the SAS, Inc. 401(k) Plan were transferred into the Plan
     
    effective September 3, 2024.
    On December 18, 2023, the Plan was amended to (i) provide for a multiple employer
     
    plan, effective as of January 1, 2023, to allow for
    the inclusion of certain joint ventures (where the Plan sponsor or a controlled group member
     
    owns at least 50%) as participating
    employers in the Plan; (ii) provide for the recognition of prior services for employees of
     
    an acquired entity; (iii) effective January 1,
    2024, exclude student interns as a class from participating in the Plan;
     
    and (iv) clarify that forfeitures shall be used to make Employer
    contributions before they are used to pay Plan expenses.
    On June 29, 2022, the Plan entered
     
    into an agreement with Henry Schein One, LLC,
     
    whereby the account balances of certain employees
    of Henry Schein One, LLC participating in the Plan were transferred to the Henry Schein One,
     
    LLC 401(k) Retirement Plan effective
    July 1, 2022.
     
    During the plan year ended December 31, 2023, the Plan transferred out the employer
     
    match contribution made with
    respect to the period of January 1, 2022 to June 30, 2022 (attributable to
     
    contributions prior to the initial transfer but made after the
    transfer), to the Henry Schein One, LLC 401(k) Retirement Plan.
    (b) Contributions
    The Plan provides for a discretionary Employer contribution (the “Profit
     
    Sharing Contribution”) of a percentage of a participant’s
     
    base
    compensation, as defined under the Plan.
     
    There were no discretionary Profit Sharing Contributions for the years ended December
     
    31,
    2024 and 2023.
     
     
     
     
     
     
     
     
     
     
    7
    Plan participants may voluntarily make qualified
     
    retirement contributions to the Plan
     
    which are deductible by the
     
    participants for federal
    income tax purposes under Section
     
    401(k) of the Internal Revenue Code
     
    (“IRC”) or may be
     
    made after-tax in the form of
     
    a Roth elective
    deferral 401(k) contribution (collectively,
     
    401(k) Contributions).
     
    The Plan allows employees to elect to contribute, through payroll
    deductions, stated percentages from 1% to 50% of their compensation, as defined
     
    under the Plan, not to exceed $23,000 for year 2024
    and $22,500 for year 2023, in accordance with the deferral limitations for such years
     
    under the IRC.
     
    For Plan years beginning on and
    after January 1, 2021, the Employer Match is a percentage of participant 401(k)
     
    Contributions set by the Company in its discretion.
     
    Starting with the 2021 Plan Year,
     
    this percentage was set at 100% of participant 401(k) Contributions up to the lesser of 7%
     
    or the
    participant’s deferral percentage,
     
    multiplied by the participant’s base compensation,
     
    as defined under the Plan.
     
    Effective January 1,
    2025, the Employer Match was set at 100% of participant 401(k) Contributions
     
    up to the lesser of 5% or the participant’s deferral
    percentage, multiplied by the participant’s
     
    base compensation, as defined under the Plan.
     
    For the 2024 and 2023 Plan years, the
    Employer Match was allocated 100% to the participant’s
     
    investment elections on file, subject to a 20% allocation limit to the Henry
    Schein, Inc. Common Stock Fund.
    Participants age 50 or over are permitted to make additional catch-up 401(k)
     
    Contributions once the participant has reached a limit on
    those contributions imposed either by
     
    the Plan or
     
    by law.
     
    The extra amount a
     
    participant may contribute may not
     
    exceed $7,500 in each
    of the years 2024 and
     
    2023.
     
    Participants may also contribute amounts representing distributions
     
    from other qualified defined benefit or
    defined contribution plans (rollover).
    The Plan provides
     
    for the automatic enrollment in the Plan, at a deferral percentage of 3% of compensation,
     
    of eligible employees
    initially hired by
     
    the Company or
     
    its participating affiliates on
     
    or after March
     
    1, 2014, unless
     
    the employee elects
     
    not to make
     
    401(k) plan
    contributions or elects to make 401(k) Contributions at a different
     
    percentage.
    (c) Participants’ Accounts
    Each participant’s account
     
    is credited with the participant’s 401(k) Contributions
     
    and the Employer contributions and an allocation of
    net Plan earnings.
     
    Expenses directly related to participant transactions are deducted from the respective
     
    participant’s account.
     
    Participants also have the option to direct up to 20% of their account balances
     
    to common shares of Henry Schein, Inc.
    (d) Vesting
    Participants are immediately vested in their 401(k) Contributions plus actual
     
    earnings thereon.
     
    Vesting
     
    in the Profit Sharing
    Contribution and the Employer Match, plus actual earnings
     
    thereon, is based on years of continuous service, on a graded scale as
    follows:
    Vested
    Vesting
     
    percentage
    2 but less than 3 years
     
    20%
    3 but less than 4 years
     
    40%
    4 but less than 5 years
     
    60%
    5 or more years
     
    100%
    (e) Investments
    Participants direct the investment of their 401(k) Contributions and Employer
     
    contributions into various investment options offered by
    the Plan.
     
    The Plan currently offers nine mutual funds, sixteen common
     
    collective trust funds, and a Company stock fund, subject to
    certain limitations, as investment options for participants.
    (f) Notes Receivable from Participants
    Participants may borrow up to a maximum of the lesser of $50,000 or 50% of their vested account balance from their accounts pursuant
    to rules set forth in the Plan document.
     
    The minimum amount that may be borrowed is $1,000 and only two loans may be made in any
    calendar year, and no more than two loans may be
     
    outstanding at any time.
     
    The loans are secured by the balance in the participants’
    accounts and bear interest at prevailing rates.
     
    The loans must be for a term of five years or less (ten years if the loan is for the purpose
    of purchasing a principal residence).
     
    Principal and interest are paid ratably through payroll deductions.
    If an employee is terminated and
     
    has an outstanding loan balance at the
     
    time of termination, the employee will
     
    be permitted to repay any
    outstanding loans directly to
     
    the Trustee.
     
    The employee may also
     
    roll-over any outstanding loans,
     
    as part of
     
    a rollover of
     
    the terminated
    employee’s entire vested account
     
    balance to certain other retirement plans in which the terminated employee
     
    participates.
     
    Notes
    receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end of the
    period.
     
    No allowance for credit losses has been provided as of December 31, 2024 and 2023.
     
    Delinquent participant loans are
    recorded as distributions based on the terms of the Plan document.
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    8
     
    (g) Payment of Benefits
    The Plan provides that, upon termination of service, retirement, disability
     
    or death of the participant, a benefit equal to the vested,
    nonforfeitable portion of the participant’s
     
    account is distributed as outlined in the Plan.
     
    Participants may also receive in-service or
    hardship distributions based on criteria as described in the Plan document.
    (h) Administrative Expenses
    All reasonable costs, charges and expenses incurred in connection
     
    with the administration of the Plan may be paid by the Plan Sponsor
    but, if not paid by the Plan Sponsor when due, shall be paid from Plan assets.
     
    For the years ended December 31, 2024 and 2023, the
    Plan Sponsor did not use any Plan assets from forfeited accounts to pay costs associated
     
    with the Plan.
     
    Amounts reflected in the
    statements of changes in
     
    net assets
     
    available for benefits reflect
     
    various participant directed expenses
     
    which have been
     
    deducted from the
    respective participant accounts.
     
    The Plan pays a flat administrative fee equal to $53 for each participant
     
    in the Plan.
     
    Participants’ accounts are then charged the fee
    proportionally based on their account balance.
     
    If participants elect to make use of optional financial advisory services, fees are
    deducted directly from the participants’ account.
     
    Fees are calculated and deducted quarterly,
     
    and as a result, the actual fee per
    participant can vary.
    (i) Forfeitures
    Forfeiture allocations are used first to reduce the contribution to fund the Employer Match,
     
    and if any remain they may be used to offset
    administrative expenses of the Plan.
     
    Forfeited invested accounts totaled $1,032,085 and $737,726 at December 31, 2024
     
    and 2023,
    respectively, and are
     
    included primarily in the T.
     
    Rowe Price Stable Value
     
    Common Trust Fund Class P.
     
    Forfeitures in the amount of
    $1,357,197
     
    and $1,102,178 will be or have been used to offset the Employer Match for
     
    the years ended December 31, 2024 and 2023,
    respectively.
    Note 2 – Summary of Significant Accounting Policies
    Basis of Accounting
    The financial statements of the Plan are prepared under the accrual method of accounting.
    Use of Estimates
    The preparation of financial statements in accordance with accounting
     
    principles generally accepted in the United States of America
    requires management to make estimates and assumptions that affect
     
    the reported amounts of assets and liabilities and changes therein
    and disclosure of contingent assets and liabilities.
     
    Actual results could differ from those estimates.
    Investment Valuation
     
    and Income Recognition
    Investments are stated at fair value
     
    based upon quoted market prices.
     
    Gains and losses on investment transactions are
     
    recognized when
    realized based on trade dates.
     
    Net appreciation (depreciation) in fair value
     
    of investments includes realized and
     
    unrealized appreciation
    (depreciation).
     
    Interest income is recorded on the accrual basis.
     
    Dividends are recorded on the ex-dividend date.
    Notes Receivable from Participants
    Notes receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end
    of the period.
     
    No allowance for credit losses has been provided as of December 31, 2024 and
     
    2023.
     
    Delinquent participant loans are
    recorded as distributions based on the terms of the Plan document.
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    9
    Risk and Uncertainties
    The Plan utilizes various investment instruments which are exposed to various
     
    risks, such as interest rate, credit and overall market
    volatility.
     
    Due to the level of risk associated with certain investment securities, it is reasonably possible that
     
    changes in the values of
    investment securities will occur in the near term and that such changes could materially
     
    affect participants’ account balances and the
    amounts reported in the financial statements.
     
    The Plan’s investments are not insured
     
    or protected by the Plan’s Trustee,
     
    or any other
    governmental agency; accordingly, the Plan is
     
    subject to the
     
    normal investment risks associated
     
    with money market funds,
     
    mutual funds,
    stocks, bonds, and other similar
     
    types of investments.
     
    At December 31, 2024, two
     
    investments comprised 29.7% of net assets
     
    available
    for benefit as of December 31, 2024.
     
    At December 31, 2023, two investments comprised 27.2% of
     
    net assets available for benefit as of
    December 31, 2023.
    Payment of Benefits
    Benefits are recorded when paid.
    Note 3 – Tax
     
    Status
    The Internal Revenue Service (“IRS”) has determined and informed the Company, by a letter dated April 24, 2017, that the Plan, which
    was amended and restated effective as of January 1, 2015,
     
    with certain amendments effective on subsequent dates, and related
     
    trust are
    designed in accordance with the
     
    applicable sections of the IRC.
     
    Although the Plan has been
     
    amended since receiving the determination
    letter, the Company’s
     
    401(k) Administrative Committee, the members of which are appointed
     
    by the Compensation Committee of the
    Company’s Board of Directors (the “Plan Administrator”), believes
     
    that the Plan is
     
    currently designed and being operated in
     
    compliance
    with the applicable requirements of the IRC.
     
    The related trust, therefore, is not subject to tax under present income tax law.
     
    Accordingly, no provision
     
    for income taxes has been included in the Plan’s
     
    financial statements.
    U.S. GAAP requires Plan management to evaluate tax positions taken
     
    by the Plan and recognize a tax liability if the Plan has taken an
    uncertain position that more likely than not would not be sustained upon examination by the IRS.
     
    The Plan is subject to routine audits
    by taxing jurisdictions; however, there
     
    are currently no audits for any tax periods in progress.
    Note 4 – Fair Value
     
    Measurements
    Financial Accounting Standards Board (“FASB”)
     
    Accounting Standards Codification (“ASC”) 820 defines fair value
     
    as the price that
    would be received to sell an asset or paid to transfer a
     
    liability in an orderly transaction between market participants at the measurement
    date.
     
    ASC 820 establishes a fair value hierarchy that distinguishes between (1)
     
    market participant assumptions developed based on
    market data obtained from independent sources (observable inputs)
     
    and (2) an entity's own assumptions about market participant
    assumptions developed based on the best information available in
     
    the circumstances (unobservable inputs).
    The fair value hierarchy consists of three broad levels, which gives the highest priority to
     
    unadjusted quoted prices in active markets for
    identical assets or liabilities (Level 1) and the lowest priority to unobservable
     
    inputs (Level 3).
     
    In accordance with ASC 820, the Plan
    classifies its investments into:
    ·
     
    Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that are
     
    accessible at the measurement
    date.
    ·
     
    Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
     
    directly or
    indirectly.
     
    Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or
    similar assets or liabilities in markets that are not active; inputs other than quoted prices that
     
    are observable for the asset or
    liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
    ·
     
    Level 3 - Inputs that are unobservable for the asset or liability.
    The following section describes the valuation methodologies that were used
     
    to measure different financial instruments at fair value,
    including an indication of the level
     
    in the fair value hierarchy
     
    in which each instrument is
     
    classified.
     
    There have been no
     
    changes in the
    methodologies used at December 31, 2024 and 2023.
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    10
    Money Market Account
    Funds held in the money market account are valued at the net asset value of shares held by the Plan as of December 31, 2024 and 2023,
    which approximates fair value and are classified as Level 1 within the fair value
     
    hierarchy.
    Mutual Funds
    Mutual funds are valued at the net asset value of shares held by the Plan as of December
     
    31, 2024 and 2023.
     
    The Company has
    classified its mutual fund holdings as Level 1 within the fair value hierarchy
     
    based upon unadjusted quoted prices in active markets for
    identical assets or liabilities that were accessible.
     
    Common Collective Trust Funds
    The common collective trust funds at December 31, 2024 and December 31,
     
    2023 are valued at net asset value per unit as a practical
    expedient, which is calculated
     
    based on the
     
    fair values of
     
    the underlying investments held
     
    by the fund
     
    less its
     
    liabilities as reported by
     
    the
    issuer of the fund.
     
    The practical expedient is
     
    used for purposes of
     
    these statements, but is
     
    not used in situations when
     
    it is determined to
    be probable that the fund will sell the investments for an amount different
     
    than the reported net asset value.
    Common Stock Fund
    The Henry Schein, Inc. Common Stock Fund is a unitized stock fund.
     
    The fund consists of both Henry Schein, Inc. common stock and
    a short-term cash component that provides liquidity for daily trading.
     
    Henry Schein, Inc. common stock is valued at the quoted market
    price from a national securities exchange and the short-term cash investment
     
    is valued at cost, which approximates fair value.
     
    The
    Henry Schein, Inc. Common Stock Fund is classified within Level 1 of the
     
    fair value hierarchy based upon unadjusted quoted prices in
    active markets for identical assets or liabilities that were accessible at December
     
    31, 2024 and 2023.
     
    The Henry Schein, Inc. common
    stock component of $37,410,973 and $46,633,953 is included within
     
    “Common stock” on the Statements of Net Assets Available
     
    for
    Benefits and the short-term cash component of $71,270 and $104,620 is included within “Money market account” on the Statements of
    Net Assets Available for
     
    Benefits as of December 31, 2024 and 2023.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    11
    The following tables present the Company’s
     
    investments that are measured and recognized at fair value on a recurring basis classified
    under the appropriate level of the fair value hierarchy as of December 31,
     
    2024 and 2023:
     
    December 31, 2024
     
    Level 1
    Level 2
    Level 3
    Total
    Investments:
    Money market account
    $
    71,270
    $
    -
    $
    -
    $
    71,270
    Mutual funds
    870,828,651
    -
    -
    870,828,651
    Henry Schein, Inc. Common Stock
    37,410,973
    -
    -
    37,410,973
    Total investments in
     
    the fair value hierarchy
    $
    908,310,894
    $
    -
    $
    -
    $
    908,310,894
    Investments measured at net asset value:
    Common collective trust funds
    (1)
    -
    -
    -
    595,273,658
    Total investments at fair
     
    value
    $
    908,310,894
    $
    -
    $
    -
    $
    1,503,584,552
     
    December 31, 2023
     
    Level 1
    Level 2
    Level 3
    Total
    Investments:
    Money market account
    $
    104,620
    $
    -
    $
    -
    $
    104,620
    Mutual funds
    780,071,274
    -
    -
    780,071,274
    Henry Schein, Inc. Common Stock
    46,633,953
    -
    -
    46,633,953
    Total investments in
     
    the fair value hierarchy
    $
    826,809,847
    $
    -
    $
    -
    $
    826,809,847
    Investments measured at net asset value:
    Common collective trust funds
    (1)
    -
    -
    -
    551,788,572
    Total investments at fair
     
    value
    $
    826,809,847
    $
    -
    $
    -
    $
    1,378,598,419
    (1)
    This class represents investments in the T. Rowe
     
    Price Stable Value
     
    Common Trust Fund P (“Stable Value
     
    Fund”), Prudential
    Core Plus Bond Fund (“Prudential Fund”),
     
    FRDM Index Target
     
    Date Funds and the BlackRock Strategic Completion
    Non-Lendable Fund M (“BlackRock Fund”) that are measured at fair value using the
     
    net asset value per unit (or its equivalent)
    and have not been categorized in the fair value hierarchy.
     
    The Stable Value
     
    Fund invests primarily in guaranteed investment
    contracts, separate account contracts, fixed income securities, wrapper
     
    contracts, and short-term investments.
     
    The Prudential
    Fund invests primarily in U.S Treasury,
     
    agency, corporate, mortgage
     
    -backed, and asset-backed securities.
     
    The BlackRock
    Fund invests primarily in U.S. Treasury Inflation
     
    Protected Securities, real estate investment trusts, and commodities.
     
    The
    FRDM Index Target
     
    Date Funds invest primarily in a combination of domestic U.S equity pools, international
     
    equity pools,
    bond pools and short-term
     
    pools.
     
    The fair value
     
    amounts presented in this
     
    table are intended to
     
    permit reconciliation of the
     
    fair
    value hierarchy to the line items presented in the statements of net assets available for benefits.
    The valuation methods as described above may produce a fair value calculation
     
    that may not be indicative of net realizable value or
    reflective of future fair values.
     
    Furthermore, although the Plan believes its valuation methods are
     
    appropriate and consistent with other
    market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could
    result in a different fair value measurement at the reporting date.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    12
    The following tables set forth additional disclosures of the Plan’s
     
    investments that have fair value estimated using net asset value:
    Fair Value
     
    Estimated Using Net Asset Value
     
    Per Share
     
    December 31, 2024
     
    Fair Value*
    Unfunded
    Commitment
    Redemption
    Frequency
    Other
    Redemption
    Restrictions
    Redemption
    Notice Period
    Investment:
    FRDM Index Target
     
    Date 2030
    Commingled Pool Class T
    $
    118,952,905
    $
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2040
    Commingled Pool Class T
    111,558,340
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2050
    Commingled Pool Class T
    70,780,812
    n/a
    Daily
    n/a
    n/a
    T. Rowe Price Stable Value
     
    Common
    Trust Fund P
    63,139,763
    n/a
    Daily
    n/a
    12 months
    Prudential Core Plus Bond Fund
    46,419,880
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2035
    Commingled Pool Class T
    41,703,009
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2020
    Commingled Pool Class T
    33,293,633
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2025
    Commingled Pool Class T
    24,278,800
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2045
    Commingled Pool Class T
    23,271,961
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2060
    Commingled Pool Class T
    21,752,433
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2055
    Commingled Pool Class T
    19,680,105
    n/a
    Daily
    n/a
    n/a
    BlackRock Strategic Completion
    Non-Lendable Fund M
    6,829,867
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2065
    Commingled Pool Class T
    4,188,429
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2010
    Commingled Pool Class T
    3,627,904
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date Income
    Commingled Pool Class T
    3,103,852
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2015
    Commingled Pool Class T
    2,691,965
    n/a
    Daily
    n/a
    n/a
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    13
    Fair Value
     
    Estimated Using Net Asset Value
     
    Per Share
     
    December 31, 2023
     
    Fair Value*
    Unfunded
    Commitment
    Redemption
    Frequency
    Other
    Redemption
    Restrictions
    Redemption
    Notice Period
    Investment:
    FRDM Index Target
     
    Date 2030
    Commingled Pool Class T
    $
    117,736,506
    $
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2040
    Commingled Pool Class T
    96,668,769
    n/a
    Daily
    n/a
    n/a
    T. Rowe Price Stable Value
     
    Common
    Trust Fund P
    71,059,445
    n/a
    Daily
    n/a
    12 months
    FRDM Index Target
     
    Date 2050
    Commingled Pool Class T
    59,397,659
    n/a
    Daily
    n/a
    n/a
    Prudential Core Plus Bond Fund
    46,538,304
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2020
    Commingled Pool Class T
    36,329,233
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2035
    Commingled Pool Class T
    30,572,553
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2025
    Commingled Pool Class T
    22,671,066
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2045
    Commingled Pool Class T
    18,005,937
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2060
    Commingled Pool Class T
    16,736,713
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2055
    Commingled Pool Class T
    14,591,239
    n/a
    Daily
    n/a
    n/a
    BlackRock Strategic Completion
    Non-Lendable Fund M
    8,167,389
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2010
    Commingled Pool Class T
    4,811,366
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date Income
    Commingled Pool Class T
    3,389,248
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2015
    Commingled Pool Class T
    2,794,521
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2065
    Commingled Pool Class T
    2,159,789
    n/a
    Daily
    n/a
    n/a
    FRDM Index Target
     
    Date 2005
    Commingled Pool Class T
    158,835
    n/a
    Daily
    n/a
    n/a
    Note 5 – Plan Termination
    Although it has not expressed any intent to do so, the Company has the
     
    right under the Plan to discontinue its contributions at any time
    and to terminate the Plan subject to ERISA.
     
    In the event of Plan termination, participants will become 100% vested in their accounts.
    Note 6 – Party-in-Interest and Related Party Transactions
    The Plan invests in
     
    shares of funds managed
     
    by an affiliate of
     
    the Trustee as defined by
     
    the Plan and,
     
    therefore, these transactions in such
    investments qualify as party-in-interest.
     
    The Plan invests in the common stock of Henry
     
    Schein, Inc., which is a party-in-interest and a
    related party to the Plan.
     
    Notes receivable from participants also qualify as party-in-interest transactions.
     
    The Plan provides for an
    Employer Match, as discussed in Note 1(b), which qualifies as a party-in-interest transaction.
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    NOTES TO FINANCIAL STATEMENTS
     
    – (Continued)
    14
    Note 7 – Subsequent Events
    In preparing the financial statements, Plan management has evaluated events and
     
    transactions for potential recognition or disclosure
    through June 20, 2025, the date the Plan’s financial statements are available to be issued and has determined no such subsequent
     
    events
    have occurred that would require adjustments to, or disclosures as stated herein.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    FORM 5500, SCHEDULE H, PART
     
    IV,
     
    LINE 4i SCHEDULE OF ASSETS
    (HELD AT END OF YEAR)
    (EIN: 11-3136595
     
    Plan Number: 003)
    DECEMBER 31, 2024
    15
    (a)
    (b)
    (c)
    (d)
    (e)
    Identity of issue, borrower,
    Description of Investment including maturity date, rate
    lessor or similar party
    of interest, collateral, par or maturity value
    Cost (a)
    Current Value
    Money market/cash and cash equivalents:
     
    *
    Fidelity Investments
    Government Money Market Fund
    a
    $
    71,270
    **
    Common Stock Fund:
     
    Henry Schein, Inc.
     
    Common Stock
    a
    $
    37,410,973
    Common Collective Trust Funds:
    *
    Fidelity Investments
     
    FRDM Index Target Date 2030 Commingled Pool Class T
    a
    $
    118,952,905
    *
    Fidelity Investments
     
    FRDM Index Target Date 2040 Commingled Pool Class T
    a
    111,558,340
    *
    Fidelity Investments
    FRDM Index Target Date 2050 Commingled Pool Class T
    a
    70,780,812
    T. Rowe Price
     
    Stable Value
     
    Common Trust Fund - Class P
    a
    63,139,763
    Prudential
    Core Plus Bond Fund
    a
    46,419,880
    *
    Fidelity Investments
    FRDM Index Target Date 2035 Commingled Pool Class T
    a
    41,703,009
    *
    Fidelity Investments
    FRDM Index Target Date 2020 Commingled Pool Class T
    a
    33,293,633
    *
    Fidelity Investments
    FRDM Index Target Date 2025 Commingled Pool Class T
    a
    24,278,800
    *
    Fidelity Investments
    FRDM Index Target Date 2045 Commingled Pool Class T
    a
    23,271,961
    *
    Fidelity Investments
    FRDM Index Target Date 2060 Commingled Pool Class T
    a
    21,752,433
    *
    Fidelity Investments
    FRDM Index Target Date 2055 Commingled Pool Class T
    a
    19,680,105
    BlackRock
     
    Strategic Completion Non-Lendable Fund M
    a
    6,829,867
    *
    Fidelity Investments
    FRDM Index Target Date 2065 Commingled Pool Class T
    a
    4,188,429
    *
    Fidelity Investments
    FRDM Index Target Date 2010 Commingled Pool Class T
    a
    3,627,904
    *
    Fidelity Investments
    FRDM Index Target Date Income Commingled Pool Class T
    a
    3,103,852
    *
    Fidelity Investments
    FRDM Index Target Date 2015 Commingled Pool Class T
    a
    2,691,965
    Total common collective trust funds
     
    $
    595,273,658
    Shares of registered investment companies:
     
    *
    Fidelity Investments
     
    500 Index Fund
    a
    $
    278,173,282
    American Funds
    Growth Fund of America Class R6
    a
    173,833,397
    Dodge & Cox
    Stock Fund
    a
    85,004,730
    Vanguard
     
    Total Bond Market Index Fund
    a
    82,649,626
    Vanguard
    Total International Stock Index Fund
    a
    81,525,988
    *
    Fidelity Investments
     
    Extended Market Index Fund
    a
    58,510,348
    Neuberger Berman
    Genesis Fund Class R6
    a
    38,739,659
    *
    Fidelity Investments
    Low Priced Stock K6 Fund
    a
    37,286,952
    *
    Fidelity Investments
    Diversified International K6 Fund
    a
    35,104,669
    Total value of registered
     
    investment companies
    $
    870,828,651
    Total Investments
     
    $
    1,503,584,552
     
     
    **
    Participant Loans
    Fully secured loans with interest charges at current
     
    -0-
    $
    19,901,072
    commercial rates (current loans range from 4.5% to
    10.5%)
     
     
    *
     
    Funds are managed by an affiliate of Fidelity Management Trust Company, a party-in-interest as defined by ERISA.
    **
     
    A party-in-interest as defined by ERISA.
    a
     
    The cost of participant-directed investments is not required to be disclosed
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    SIGNATURE
    16
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator
     
    has duly caused this annual report to be
    signed on its behalf by the undersigned hereunto duly authorized.
     
     
     
     
     
    HENRY SCHEIN, INC. 401(k) SAVINGS
     
    PLAN
    Dated: June 20, 2025
    /s/ GRAHAM STANLEY
     
    Graham Stanley
     
    Chairperson of the 401(k) Plan Administrative Committee
     
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