Stock-Based Compensation	6 Months Ended
Jun. 27, 2026
Stock-Based Compensation [Abstract]
Stock-Based Compensation	Note 11 – Stock-Based Compensation Plan Administration and Award Types Stock-based awards are granted to certain employees under the 2024 Stock Incentive Plan and to our non-employee directors under the 2023 Non-Employee Director Stock Incentive Plan (collectively, the “Plans”), which are administered by the Compensation Committee of the Board of Directors. ● Non-Employee Directors: Receive awards exclusively in the form of time-based restricted stock units (“RSUs”) with 12 -month cliff vesting. An RSU entitles the holder to receive one share of Company common stock upon vesting. ● Employees: Historically, awards were granted in varying forms, including RSUs, performance-based restricted stock units (“PSUs”) and non-qualified stock options. Beginning in the 2023 plan year, employee awards consist of: o RSUs: Vest based on the recipient’s continued service over time. o PSUs: A PSU entitles the holder to receive one share of Company common stock upon vesting, contingent on the achievement of specified performance targets and the recipient’s continued service. The number of shares that ultimately vest and are received by the recipient may range above or below the target award based on the Company’s performance against pre-determined specified targets over the applicable performance period, as determined by the Compensation Committee. o Non-Qualified Stock Options (granted solely to our CEO in 2026): Non-qualified stock options (“Stock Options”) are awards that allow the recipient to purchase shares of our common stock after vesting at a fixed price set at the time of grant. Stock Options are issued at an exercise price equal to our closing stock price on the date of grant and have a contractual term of ten years from the grant date, subject to earlier expiration upon certain termination events and accelerated vesting upon certain events. Allocation and Vesting Schedules The following table summarizes the allocation and vesting structure for our annual long-term incentive (“LTI”) equity awards to employee groups during the 2025 and 2026 plan years, and for our CEO’s 2026 sign-on equity award: Employee Group Plan Year Award Allocation Vesting Structure CEO 2026 25 % RSU (time) 4 -year graded ( 25 %/year) 25 % PSU (performance) 3 -year cliff 50 % Stock Options 4 -year graded ( 25 %/year) 2026 (Sign-On) 100 % RSU (time) 3 -year graded ( 33 -1/3%/year) 2025 35 % RSU (time) 4 -year cliff 65 % PSU (performance) 3 -year cliff Executive Management Committee (succeeded by the Henry Schein Leadership Team in July 2026) 2026 50 % RSU (time) 4 -year graded ( 25 %/year) 50 % PSU (performance) 3 -year cliff 2025 50 % RSU (time) 4 -year cliff 50 % PSU (performance) 3 -year cliff Vice Presidents 2026 80 % RSU (time) 4 -year graded ( 25 %/year) 20 % PSU (performance) 3 -year cliff 2025 80 % RSU (time) 50 % at 3rd year / 50 % at 4th year 20 % PSU (performance) 3 -year cliff Director Level 2026 100 % RSU (time) 4 -year graded ( 25 %/year) 2025 100 % RSU (time) 50 % at 3rd year / 50 % at 4th year Accounting Policy Change Effective in the first quarter of 2026, we updated our accounting policy for recognizing stock-based compensation expense for awards with service conditions only, transitioning from the graded-vesting method to the straight-line method. We adopted this change as we believe the straight-line method is the predominant practice in our industry. The effect of this change in accounting policy and its impact on our consolidated financial statements was immaterial for retrospective application. Valuation and Performance Measurements ● RSUs and PSUs: For RSUs and PSUs, fair value is estimated based on the closing stock price on the grant date. For PSUs, the number of shares that ultimately vest and are received by the recipient and related compensation cost recognized as an expense may range above or below the target based on the Company’s performance against pre-determined specified targets over the applicable performance period, as determined by the Compensation Committee. ● Stock Options: Compensation expense is recognized on a straight-line basis, and grant-date fair value is estimated using the Black-Scholes valuation model. Performance Adjustments The equity awards under the Plans are subject to certain pre-determined adjustments to the performance measurements to the extent that related activities were not contemplated in the original goals. With respect to PSUs granted under the 2024 Stock Incentive Plan, for the 2025, and 2026 PSUs, these adjustments may include, but are not limited to: ● Impact of acquisitions, divestitures, and new business ventures. ● Changes in the fair value of contingent consideration and remeasurement gains related to acquisitions. ● Certain capital transactions, including share repurchases. ● Impact of differences in budgeted average outstanding shares (other than those resulting from capital transactions referred to above). ● Restructuring and related costs. ● Amortization expense recorded for acquisition-related intangible assets. ● Certain litigation settlements or payments. ● Changes in accounting principles or in applicable laws or regulations. ● Changes in income tax rates in certain markets. ● Foreign exchange fluctuations. ● Intangible impairment charges. ● Costs related to shareholder advisory matters (for 2025 and 2026 PSU grants only). ● Implementation-related value creation consulting costs (for 2026 PSU grants only). Our condensed consolidated statements of income reflect pre-tax share-based compensation expense of $ 13 million and $ 16 million for the three and six months ended June 27, 2026, respectively. For the three and six months ended June 28, 2025, we recorded pre-tax share-based compensation expense of $ 11 million and $ 16 million, respectively. Total unrecognized compensation cost related to unvested awards as of June 27, 2026 was $ 113 million, which is expected to be recognized over a weighted-average period of approximately 2.7 years. Our condensed consolidated statements of cash flows present our stock-based compensation expense as a reconciling adjustment between net income and net cash provided by operating activities for all periods presented. There were no cash benefits associated with tax deductions in excess of recognized compensation for the six months ended June 27, 2026 and June 28, 2025. The following weighted-average assumptions were used in determining the most recent fair values of stock options using the Black-Scholes valuation model: 2026 Expected dividend yield 0.0 % Expected stock price volatility 29.00 % Risk-free interest rate 3.82 % Expected life of options (years) 6.00 We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in the foreseeable future. The expected stock price volatility is based on implied volatilities from traded options on our stock, historical volatility of our stock and other factors. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant that most closely aligns to the expected life of options. The six - year expected life of the options was determined using the simplified method for estimating the expected term as permitted under Staff Accounting Bulletin Topic 14. The grant date fair value for stock options granted during the six months ended June 27, 2026 was $ 28.23 per share. The following table summarizes the stock option activity for the six months ended June 27, 2026: Stock Options Weighted Average Aggregate Weighted Average Remaining Contractual Intrinsic Shares Exercise Price Life (in years) Value Outstanding at beginning of period 922,715 $ 72.26 Granted 177,116 77.60 Exercised (31,086) 64.94 Forfeited (7,121) 84.38 Outstanding at end of period 1,061,624 $ 73.28 5.9 $ 13 Options exercisable at end of period 884,508 $ 72.42 The following tables summarize the activity of our unvested RSUs and PSUs for the six months ended June 27, 2026: RSUs (Time-Based) PSUs (Performance-Based) Weighted Average Weighted Average Grant Date Fair Grant Date Fair Shares/Units Value Per Share Shares/Units Value Per Share Outstanding at beginning of period 1,606,542 $ 75.69 387,960 $ 75.89 Granted 657,664 77.84 229,001 74.30 Performance adjustment n/a n/a 375,566 74.87 Vested (412,836) 78.56 (82,102) 81.45 Forfeited (99,380) 76.01 (319,225) 76.48 Outstanding at end of period 1,751,990 $ 75.79 591,200 $ 74.83 The fair value of vested RSUs and PSUs was $ 32 million and $ 7 million, respectively, for the six months ended June 27, 2026; and $ 35 million and $ 1 million, respectively, for the six months ended June 28, 2025.

Stock-based awards are granted to certain employees under the 2024 Stock

Incentive Plan and to our non-employee

directors under the 2023 Non-Employee Director Stock Incentive Plan (collectively, the “Plans”), which are

administered by the Compensation Committee of the Board of Directors.

●

Non-Employee Directors:

Receive awards exclusively in the form of time-based restricted stock units

(“RSUs”) with

-month cliff vesting.

An RSU entitles the holder to receive

one

share of Company

common stock upon vesting.

●

Employees:

Historically, awards were granted in varying forms, including RSUs, performance-based

restricted stock units (“PSUs”) and non-qualified stock options.

Beginning in the 2023 plan year, employee

awards consist of:

o

RSUs:

Vest

based on the recipient’s continued service over time.

o

PSUs:

A PSU entitles the holder to receive

one

share of Company common stock upon vesting,

contingent on the achievement of specified performance targets and the recipient’s continued

service.

The number of shares that ultimately vest and are received by

the recipient may range

above or below the target award based on the Company’s performance against pre-determined

specified targets over the applicable performance period, as determined by the Compensation

Committee.

o

Non-Qualified Stock Options (granted solely to our CEO in 2026):

Non-qualified stock options

(“Stock Options”) are awards that allow the recipient to purchase

shares of our common stock after

vesting at a fixed price set at the time of grant.

Stock Options are issued at an exercise price equal

to our closing stock price on the date of grant and have a contractual

term of

ten years

from the

grant date, subject to earlier expiration upon certain termination events and

accelerated vesting

upon certain events.

Allocation and Vesting Schedules

The following table summarizes

the allocation and vesting structure for our annual long-term incentive

(“LTI”)

equity awards to employee groups during the 2025 and 2026 plan years,

and for our CEO’s 2026 sign-on equity

award:

Employee Group

Plan Year

Award Allocation

Vesting Structure

CEO

2026

RSU (time)

-year graded

(

%/year)

PSU (performance)

-year cliff

Stock Options

-year graded

(

%/year)

2026 (Sign-On)

100

RSU (time)

-year graded

(

-1/3%/year)

2025

RSU (time)

-year cliff

PSU (performance)

-year cliff

Executive Management Committee

(succeeded by the Henry Schein

Leadership Team

in July 2026)

2026

RSU (time)

-year graded

(

%/year)

PSU (performance)

-year cliff

2025

RSU (time)

-year cliff

PSU (performance)

-year cliff

Vice Presidents

2026

RSU (time)

-year graded

(

%/year)

PSU (performance)

-year cliff

2025

RSU (time)

% at 3rd year /

% at 4th year

PSU (performance)

-year cliff

Director Level

2026

100

RSU (time)

-year graded

(

%/year)

2025

100

RSU (time)

% at 3rd year /

% at 4th year

Accounting Policy Change

Effective in the first quarter of 2026, we updated our accounting policy for recognizing

stock-based compensation

expense for awards with service conditions only, transitioning from the graded-vesting method to the straight-line

method.

We adopted this change as we believe the straight-line method is the predominant practice in our industry.

The effect of this change in accounting policy and its impact on our consolidated

financial statements was

immaterial for retrospective application.

Valuation

and Performance Measurements

●

RSUs and PSUs: For RSUs and PSUs, fair value is estimated based on the

closing stock price on the grant

date.

For PSUs, the number of shares that ultimately vest and are received by

the recipient and related

compensation cost recognized as an expense may range above or below

the target based on the Company’s

performance against pre-determined specified targets over the applicable performance

period, as

determined by the Compensation Committee.

●

Stock Options: Compensation expense is recognized on a straight-line

basis, and grant-date fair value is

estimated using the Black-Scholes valuation model.

Performance Adjustments

The equity awards under the Plans are subject to certain pre-determined

adjustments to the performance

measurements to the extent that related activities were not contemplated

in the original goals.

With respect to PSUs

granted under the 2024 Stock Incentive Plan, for the 2025, and 2026 PSUs,

these adjustments may include, but are

not limited to:

●

Impact of acquisitions, divestitures, and new business ventures.

●

Changes in the fair value of contingent consideration and remeasurement

gains related to acquisitions.

●

Certain capital transactions, including share repurchases.

●

Impact of differences in budgeted average outstanding shares (other than those resulting

from capital

transactions referred to above).

●

Restructuring and related costs.

●

Amortization expense recorded for acquisition-related intangible assets.

●

Certain litigation settlements or payments.

●

Changes in accounting principles or in applicable laws or regulations.

●

Changes in income tax rates in certain markets.

●

Foreign exchange fluctuations.

●

Intangible impairment charges.

●

Costs related to shareholder advisory matters (for 2025 and 2026 PSU

grants only).

●

Implementation-related value creation consulting costs (for 2026 PSU

grants only).

Our condensed consolidated statements of income reflect pre-tax share-based compensation

expense of $

million

and $

million for the three and six months ended June 27, 2026, respectively.

For the three and six months ended

June 28, 2025, we recorded pre-tax share-based compensation expense of

million and $

million, respectively.

Total unrecognized compensation cost related to unvested awards as of June 27, 2026 was $

113

million, which is

expected to be recognized over a weighted-average period of approximately

2.7

years.

Our condensed consolidated statements of cash flows present our

stock-based compensation expense as a

reconciling adjustment between net income and net cash provided by operating

activities for all periods presented.

There were no cash benefits associated with tax deductions in excess of

recognized compensation for the six

months ended June 27, 2026 and June 28, 2025.

We have not declared cash dividends on our stock in the past and we do not anticipate declaring cash dividends in

the foreseeable future.

The expected stock price volatility is based on implied volatilities

from traded options on

our stock, historical volatility of our stock and other factors.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant that most closely aligns to the expected life of options.

The

six

year expected life of the options was determined using the simplified

method for estimating the expected term as

permitted under Staff Accounting Bulletin Topic 14.

The grant date fair value for stock options granted during the

six months ended June 27, 2026 was $

28.23

per share.