SCHEDULE: KKR Boosts Henry Schein Stake, Extends Board Representation

KKR entities have increased their beneficial ownership in Henry Schein to 15.2% through a new total return swap and extended their board representation and related commitments.

Summary

• KKR entities, including KKR Hawaii Holdings L.P., KKR Hawaii Aggregator L.P., and MH Sub I, LLC, collectively beneficially own 17,934,348 shares of Henry Schein Inc. Common Stock.
• This represents approximately 15.2% of the 117,724,807 outstanding shares as of October 27, 2025.
• KKR Hawaii Aggregator L.P. entered into a new total return swap (December Swap) with Nomura on December 4, 2025.
• The December Swap covers 350,430 notional shares at a notional price of $73.40 per share, with KKR having the right to acquire these shares.
• This new swap, combined with previously disclosed June and August swaps, gives KKR Hawaii Aggregator L.P. the right to acquire a total of 2,282,316 shares.
• On December 7, 2025, KKR Hawaii Aggregator L.P. exercised its Extension Election under the Partnership Agreement.
• This election ensures the renomination of Mr. Lin and Mr. Daniel to the Board at the 2026 Annual Meeting for a term expiring at the 2027 Annual Meeting.
• KKR has also agreed to extend certain commitments under the Partnership Agreement until the earlier of 30 days prior to the 2027 Annual Meeting director nomination window or February 20, 2027.
• Standstill provisions will remain in effect for six months following the expiration of the extended term or the date no KKR designee serves on the Board.

Sentiment

Score: 6

Explanation: The filing indicates continued institutional investor confidence and a stable, extended governance arrangement, which is generally positive for the company's stability, though it's a routine update rather than a new major development.

Positives

• KKR's increased beneficial ownership to 15.2% signals continued confidence in Henry Schein's strategic direction and value.
• The extension of the Partnership Agreement ensures KKR's continued board representation with the renomination of Mr. Lin and Mr. Daniel, providing stable institutional oversight and strategic input.
• The extension of commitments and standstill provisions indicates a continued, structured, and cooperative relationship between KKR and Henry Schein, fostering stability.

Future Outlook

KKR's continued strategic involvement and board representation through at least the 2027 Annual Meeting suggests a stable, long-term institutional interest in Henry Schein. The extension of commitments and standstill provisions indicates a structured and cooperative relationship for the foreseeable future, providing a degree of stability in corporate governance.

Industry Context

This filing reflects a large institutional investor's ongoing strategic stake in a major dental and medical products distributor. Such long-term commitments from private equity firms like KKR can signal confidence in the company's market position and future growth prospects within the healthcare distribution sector, potentially influencing broader market perception of the industry's stability.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: Continued institutional investor confidence from KKR may provide stability and a positive signal regarding the company's long-term prospects. The extended standstill provisions limit potential activist actions from KKR for a defined period, reducing uncertainty.
• **Management**: Continued board representation by KKR designees suggests ongoing strategic oversight and collaboration, potentially reinforcing management's strategic direction with strong institutional backing.

Next Steps

• Henry Schein's Board will renominate Mr. Lin and Mr. Daniel for election at the 2026 Annual Meeting.
• The renominated directors will serve a term expiring at the 2027 Annual Meeting.
• KKR's extended commitments under the Partnership Agreement will continue until the earlier of 30 days prior to the 2027 Annual Meeting director nomination window or February 20, 2027.

Key Dates

Recommendation

This Schedule 13D/A filing primarily updates KKR's beneficial ownership in Henry Schein, reflecting a new total return swap, and extends existing corporate governance arrangements, including board representation and standstill provisions. It signals KKR's continued, stable, long-term interest in the company but does not present new information that would fundamentally alter the investment thesis or warrant a change in an existing position. Therefore, a 'hold' recommendation is appropriate for investors already holding the stock, while new investors would need to consider broader company fundamentals beyond this filing.

Keywords

Henry Schein Inc, KKR, Schedule 13D, beneficial ownership, total return swap, corporate governance, board representation, Partnership Agreement, standstill provisions, institutional investment, equity stake, Nomura