v3.26.1
KKR Investment and Accelerated Share Repurchase Program
6 Months Ended
Jun. 27, 2026
KKR Investment and Accelerated Share Repurchase Program [Abstract]  
KKR Investment and Accelerated Share Repurchase Program
Note 17 – KKR Investment and Accelerated Share Repurchase Program
On January 29, 2025, Henry Schein, Inc. announced a strategic investment
by investment funds and other entities
affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”),
pursuant to the terms of a Strategic Partnership
Agreement with KKR (the “Agreement”).
Under the Agreement,
two
independent directors, Max Lin and William
K. “Dan” Daniel (each, and any replacement thereof, a “KKR Designee”),
joined our Board of Directors.
On May
16, 2025, we issued
3,285,152
shares of common stock to funds affiliated with KKR for an investment of $
250
million, at approximately $
76.10
per share.
On May 19, 2025, we executed an accelerated share repurchase program
to repurchase a total of $
250
million of
our outstanding common stock based on volume-weighted average prices.
In May 2025 we received
3,122,832
shares at an estimated fair value of $
224
million.
In July 2025, we received an additional
368,651
shares at an
estimated fair value of $
26
million, representing the final amount of shares to be received under
this accelerated
share repurchase program.
Pursuant to the Agreement, KKR also had the ability to purchase additional
shares via open market purchases up to
a total equity stake of
14.9
% of the outstanding shares of common stock of the Company.
On November 4, 2025,
the Company and KKR entered into an amendment to the Agreement
that increased the beneficial ownership limit
from
14.9
% to
19.9
% of the outstanding shares of the Company’s common stock that KKR is permitted to acquire
during the standstill period.
The standstill provisions, including the increased ownership limit, continue
in effect
for a period of six months following the later of the expiration of the term of
the Agreement and the date on which
no director appointed pursuant to the Agreement is serving on the Board
of Directors.
On December 7, 2025,
pursuant to the Agreement, KKR notified the Company of its election
to exercise the Extension Election (as defined
in the Agreement) whereby the Company’s Board of Directors has accordingly renominated the KKR Designees for
a term expiring at the Company’s 2027 annual meeting of stockholders.