Form 4: KKR Increases Exposure to Henry Schein with Equity Swap

KKR Group Partnership L.P. and affiliates entered into an equity swap for 350,430 shares of Henry Schein Inc. common stock at a notional price of $73.40 per share.

Summary

• KKR Group Partnership L.P. and its affiliates, including KKR Group Holdings Corp., KKR Group Co. Inc., KKR & Co. Inc., KKR Management LLP, Henry R. Kravis, and George R. Roberts, reported an equity swap transaction related to Henry Schein Inc. common stock.
• On December 4, 2025, KKR Hawaii Aggregator L.P. entered into a total return swap with a third-party financial counterparty.
• The initial hedge period was completed on December 5, 2025, setting the notional shares at 350,430 shares of Common Stock and the notional price per share at $73.40.
• The swap grants KKR Hawaii Aggregator L.P. the right to acquire these 350,430 shares, with the counterparty obligated to deliver them.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The transaction, involving a significant investor like KKR increasing its exposure to Henry Schein via an equity swap, suggests a positive long-term view on the company. The use of a 10b5-1 plan indicates a structured, deliberate investment strategy.

Positives

• KKR, a significant investor and 10% owner, is increasing its exposure to Henry Schein Inc. common stock through an equity swap, signaling potential confidence in the company's future.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and systematic approach to acquiring shares.

Risks

• The reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest, which could imply a complex ownership structure or limited direct control over the shares until settlement.

Future Outlook

The equity swap indicates KKR's intention to potentially increase its direct ownership in Henry Schein Inc. common stock by July 2027, subject to the terms of the swap agreement.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
• The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Industry Context

This transaction reflects a strategic move by a major private equity firm, KKR, to adjust its exposure to a leading player in the healthcare products and services distribution industry, Henry Schein Inc. Such moves by large institutional investors can signal their long-term views on sector performance and specific company prospects.

Comparison to Industry Standards

• KKR's use of an equity swap is a common financial instrument for institutional investors to gain economic exposure to a company's stock without immediately taking direct ownership, often for hedging or strategic investment purposes.
• The involvement of multiple KKR entities and individuals, including founders Henry R. Kravis and George R. Roberts, is typical for large, complex investment structures managed by private equity firms.

Stakeholder Impact

• Shareholders: Increased exposure by a major institutional investor like KKR could be viewed positively, potentially signaling confidence in the company's future performance.

Next Steps

• Acquisition and settlement of 350,430 shares of Henry Schein Inc. Common Stock by KKR Hawaii Aggregator L.P. upon exercise of the equity swap.

Key Dates

Recommendation

While KKR's increased exposure through an equity swap is a positive signal, a Form 4 primarily reports a transaction rather than providing comprehensive financial or operational updates. Investors should 'hold' and monitor future developments and broader company performance before making a definitive 'buy' or 'sell' decision, as the full implications of the swap's settlement are yet to be realized.

Keywords

KKR, Henry Schein, HSIC, Equity Swap, Beneficial Ownership, Form 4, Insider Transaction, Investment, Healthcare Distribution