HENRY SCHEIN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except share data) June 27, December 27, 2026 2025 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 157 $ 156 Accounts receivable, net of allowance for credit losses of $ 97 and $ 90 (1) 1,763 1,651 Inventories, net 2,059 2,002 Prepaid expenses and other 621 655 Total current assets 4,600 4,464 Property and equipment, net 618 621 Operating lease right-of-use assets 322 301 Goodwill 4,272 4,213 Other intangibles, net 965 1,018 Investments and other 604 598 Total assets $ 11,381 $ 11,215 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,135 $ 1,154 Bank credit lines 1,024 764 Current maturities of long-term debt 138 33 Operating lease liabilities 76 78 Accrued expenses: Payroll and related 307 340 Taxes 199 179 Other 609 680 Total current liabilities 3,488 3,228 Long-term debt (1) 2,300 2,310 Deferred income taxes 153 146 Operating lease liabilities 275 251 Other liabilities 442 486 Total liabilities 6,658 6,421 Redeemable noncontrolling interests 906 895 Commitments and contingencies (nil) (nil) Stockholders' equity: Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, none outstanding - - Common stock, $ 0.01 par value, 480,000,000 shares authorized, 111,916,222 issued and outstanding on June 27, 2026 and 115,771,149 issued and outstanding on December 27, 2025 1 1 Additional paid-in capital 140 177 Retained earnings 3,200 3,293 Accumulated other comprehensive loss (184) (226) Total Henry Schein, Inc. stockholders' equity 3,157 3,245 Noncontrolling interests 660 654 Total stockholders' equity 3,817 3,899 Total liabilities, redeemable noncontrolling interests and stockholders' equity $ 11,381 $ 11,215 (1) Amounts presented include balances held by our consolidated variable interest entity (“VIE”). At June 27, 2026 and December 27, 2025, amounts include trade accounts receivable of $ 526 million and $ 491 million, respectively, and long-term debt of $ 430 million and $ 390 million, respectively. See Note 1 – Basis of Presentation for further information. Table of Contents See accompanying notes. 4 HENRY SCHEIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except share and per share data) (unaudited) Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Net sales $ 3,458 $ 3,240 $ 6,826 $ 6,408 Cost of sales 2,357 2,224 4,655 4,392 Gross profit 1,101 1,016 2,171 2,016 Operating expenses: Selling, general and administrative 831 778 1,640 1,516 Depreciation and amortization 70 64 137 126 Restructuring and related costs 29 23 41 48 Operating income 171 151 353 326 Other income (expense): Interest income 8 9 15 15 Interest expense (43) (38) (82) (73) Other, net 1 (1) 1 (2) Income before taxes, equity in earnings of affiliates and noncontrolling interests 137 121 287 266 Income taxes (34) (31) (72) (66) Equity in earnings (loss) of affiliates, net of tax (1) 4 (1) 7 Net income 102 94 214 207 Less: Net income attributable to noncontrolling interests (8) (8) (13) (11) Net income attributable to Henry Schein, Inc. $ 94 $ 86 $ 201 $ 196 Earnings per share attributable to Henry Schein, Inc.: Basic $ 0.83 $ 0.71 $ 1.76 $ 1.59 Diluted $ 0.82 $ 0.70 $ 1.74 $ 1.58 Weighted-average common shares outstanding: Basic 113,451,329 121,927,867 114,194,349 122,852,702 Diluted 114,390,366 122,636,948 115,238,506 123,739,381 Table of Contents See accompanying notes. 5 HENRY SCHEIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (unaudited) Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Net income $ 102 $ 94 $ 214 $ 207 Other comprehensive income, net of tax: Foreign currency translation gain 5 133 37 209 Unrealized gain (loss) from hedging activities 1 (21) 9 (26) Other comprehensive income, net of tax 6 112 46 183 Comprehensive income 108 206 260 390 Comprehensive income attributable to noncontrolling interests: Net income (8) (8) (13) (11) Foreign currency translation gain (1) (22) (4) (31) Comprehensive income attributable to noncontrolling interests (9) (30) (17) (42) Comprehensive income attributable to Henry Schein, Inc. $ 99 $ 176 $ 243 $ 348 Table of Contents See accompanying notes. 6 HENRY SCHEIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in millions, except share data) (unaudited) Accumulated Common Stock Additional Other Total $0.01 Par Value Paid-in Retained Comprehensive Noncontrolling Stockholders' Shares Amount Capital Earnings Income (Loss) Interests Equity Balance, March 28, 2026 114,424,682 $ 1 $ 167 $ 3,287 $ (189) $ 653 $ 3,919 Net income (excluding $ 1 attributable to Redeemable noncontrolling interests) - - - 94 - 7 101 Foreign currency translation gain (excluding gain of $ 1 attributable to Redeemable noncontrolling interests) - - - - 4 - 4 Unrealized gain from hedging activities, net of tax of $ 0 - - - - 1 - 1 Change in fair value of redeemable securities - - (16) - - - (16) Noncontrolling interests and adjustments related to business acquisitions and contingent consideration - - (2) - - - (2) Repurchase and retirement of common stock (2,608,260) - (21) (181) - - (202) Stock issued upon exercise of stock options 9,732 - 1 - - - 1 Stock-based compensation expense 111,705 - 13 - - - 13 Shares withheld for payroll taxes (21,843) - (2) - - - (2) Settlement of stock-based compensation awards 206 - - - - - - Balance, June 27, 2026 111,916,222 $ 1 $ 140 $ 3,200 $ (184) $ 660 $ 3,817 Accumulated Common Stock Additional Other Total $0.01 Par Value Paid-in Retained Comprehensive Noncontrolling Stockholders' Shares Amount Capital Earnings Income / (Loss) Interests Equity Balance, March 29, 2025 122,243,683 $ 1 $ - $ 3,626 $ (317) $ 644 $ 3,954 Net income (excluding $ 1 attributable to Redeemable noncontrolling interests) - - - 86 - 7 93 Foreign currency translation gain (excluding gain of $ 21 attributable to Redeemable noncontrolling interests) - - - - 111 1 112 Unrealized loss from hedging activities, net of tax benefit of $ 8 - - - - (21) - (21) Distributions to noncontrolling shareholders - - - - - (7) (7) Purchase of noncontrolling interests - - (1) - - (1) (2) Change in fair value of redeemable securities - - (10) - - - (10) Noncontrolling interests and adjustments related to business acquisitions and contingent consideration - - - - - (1) (1) Issuance of common stock 3,285,152 - 250 - - - 250 Repurchase and retirement of common stock (3,657,832) - (61) (227) - - (288) Stock issued upon exercise of stock options 3,741 - - - - - - Stock-based compensation expense 26,096 - 11 - - - 11 Shares withheld for payroll taxes (5,807) - (3) - - - (3) Settlement of stock-based compensation awards 12 - - - - - - Balance, June 28, 2025 121,895,045 $ 1 $ 186 $ 3,485 $ (227) $ 643 $ 4,088 Table of Contents See accompanying notes. 7 HENRY SCHEIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (in millions, except share data) (unaudited) Accumulated Common Stock Additional Other Total $0.01 Par Value Paid-in Retained Comprehensive Noncontrolling Stockholders' Shares Amount Capital Earnings Income / (Loss) Interests Equity Balance, December 27, 2025 115,771,149 $ 1 $ 177 $ 3,293 $ (226) $ 654 $ 3,899 Net income (excluding $ 0 attributable to Redeemable noncontrolling interests) - - - 201 - 13 214 Foreign currency translation gain (excluding gain of $ 4 - - - - - - attributable to Redeemable noncontrolling interests) - - - - 33 - 33 Unrealized gain from hedging activities, - - - - - - net of tax of $ 3 - - - - 9 - 9 Net distributions to noncontrolling shareholders - - - - - (7) (7) Change in fair value of redeemable securities - - (34) - - - (34) Noncontrolling interests and adjustments related to - - - - - - business acquisitions and contingent consideration - - 26 - - - 26 Repurchase and retirement of common stock (4,218,246) - (34) (294) - - (328) Stock issued upon exercise of stock options 26,302 - 2 - - - 2 Stock-based compensation expense 494,745 - 16 - - - 16 Shares withheld for payroll taxes (154,677) - (13) - - - (13) Settlement of stock-based compensation awards (3,051) - - - - - - Balance, June 27, 2026 111,916,222 $ 1 $ 140 $ 3,200 $ (184) $ 660 $ 3,817 Accumulated Common Stock Additional Other Total $0.01 Par Value Paid-in Retained Comprehensive Noncontrolling Stockholders' Shares Amount Capital Earnings Income / (Loss) Interests Equity Balance, December 28, 2024 124,155,884 $ 1 $ - $ 3,771 $ (379) $ 638 $ 4,031 Net income (excluding loss of $ 1 attributable to Redeemable noncontrolling interests) - - - 196 - 12 208 Foreign currency translation gain (excluding gain of $ 29 attributable to Redeemable noncontrolling interests) - - - - 178 2 180 Unrealized loss from hedging activities, net of tax benefit of $ 9 - - - - (26) - (26) Pension adjustment gain, net of tax of $ 1 - - - - - - - Distributions to noncontrolling shareholders - - - - - (7) (7) Purchase of noncontrolling interests - - (1) - - (1) (2) Change in fair value of redeemable securities - - (38) - - - (38) Noncontrolling interests and adjustments related to business acquisitions and contingent consideration - - (60) - - (1) (61) Issuance of common stock 3,285,152 - 250 - - - 250 Repurchase and retirement of common stock (5,913,317) - (82) (368) - - (450) Stock issued upon exercise of stock options 14,092 - 1 - - - 1 Stock-based compensation expense 546,481 - 16 - - - 16 Shares withheld for payroll taxes (193,300) - (14) - - - (14) Settlement of stock-based compensation awards 53 - - - - - - Transfer of charges in excess of capital - - 114 (114) - - - Balance, June 28, 2025 121,895,045 $ 1 $ 186 $ 3,485 $ (227) $ 643 $ 4,088 Table of Contents See accompanying notes. 8 HENRY SCHEIN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Six Months Ended June 27, June 28, 2026 2025 Cash flows from operating activities: Net income $ 214 $ 207 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 165 149 Impairment charge on intangible assets - 1 Non-cash restructuring and related charges 4 3 Stock-based compensation expense 16 16 Provision for losses on trade and other accounts receivable 8 5 Benefit from deferred income taxes (8) (7) Equity in (earnings) losses of affiliates 1 (7) Distributions from equity affiliates 4 8 Changes in unrecognized tax benefits (4) (1) Other (21) (31) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (116) (100) Inventories (49) (29) Other current assets 10 37 Accounts payable and accrued expenses (79) (94) Net cash provided by operating activities 145 157 Cash flows from investing activities: Purchases of property and equipment (55) (63) Payments related to equity investments and business acquisitions, net of cash acquired (30) (101) Proceeds from loan to affiliate 2 2 Capitalized software costs (30) (26) Other (15) (9) Net cash used in investing activities (128) (197) Cash flows from financing activities: Net change in bank credit lines 261 248 Proceeds from issuance of long-term debt 144 244 Principal payments for long-term debt (50) (21) Debt issuance costs - (2) Issuance of common stock - 250 Proceeds from issuance of stock upon exercise of stock options 2 1 Payments for repurchases and retirement of common stock (325) (447) Payments for taxes related to shares withheld for employee taxes (12) (14) Distributions to noncontrolling shareholders (22) (18) Payments for contingent consideration (4) (19) Acquisitions of noncontrolling interests in subsidiaries (42) (77) Net cash provided by (used in) financing activities (48) 145 Effect of exchange rate changes on cash and cash equivalents 32 (82) Net change in cash and cash equivalents 1 23 Cash and cash equivalents, beginning of period 156 122 Cash and cash equivalents, end of period $ 157 $ 145 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 9 Note 1 – Basis of Presentation Our condensed consolidated financial statements include the accounts of Henry Schein, Inc. and all of our controlled subsidiaries and VIE (“we,” “us” and “our”). All intercompany accounts and transactions are eliminated in consolidation. Investments in unconsolidated affiliates for which we have the ability to influence the operating or financial decisions are accounted for under the equity method. Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 27, 2025 and with the information contained in our other publicly- available filings with the Securities and Exchange Commission. The condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the three and six months ended June 27, 2026 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 26, 2026. Our condensed consolidated financial statements reflect estimates and assumptions made by us that affect, among other things, our goodwill, long-lived asset and definite-lived intangible asset valuation; inventory valuation; equity investment valuation; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; the allowance for credit losses; fair value of contingent consideration; hedging activity; supplier rebates; measurement of compensation cost for certain share-based performance awards and cash bonus plans; and pension plan assumptions. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. We are deemed to be the primary beneficiary of the VIE when we have the power to direct activities that most significantly affect its economic performance and have the obligation to absorb the majority of its losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether we are the primary beneficiary, we consider factors such as ownership interest, debt investments, management representation, authority to control decisions, and contractual and substantive participating rights of each party. For this VIE, related to our U.S. trade accounts receivable securitization as discussed in Note 7 – Debt , the trade accounts receivable transferred to the VIE are pledged as collateral to the related debt. The VIE’s creditors have recourse to us for losses on these trade accounts receivable. At June 27, 2026 and December 27, 2025, certain trade accounts receivable that can only be used to settle obligations of this VIE were $ 526 million and $ 491 million, respectively, and the liabilities of this VIE where the creditors have recourse to us were $ 430 million and $ 390 million, respectively. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 10 Note 2 – Significant Accounting Policies, Accounting Pronouncements Recently Adopted and Recently Issued Accounting Pronouncements Significant Accounting Policies There have been no material changes in our significant accounting policies during the three and six months ended June 27, 2026, as compared to the significant accounting policies described in Item 8 of our Annual Report on Form 10-K for the year ended December 27, 2025. Accounting Pronouncements Recently Adopted In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “ Financial Instruments - Credit Losses (Subtopic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, ” which introduces a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged throughout the remaining life of the asset when estimating expected credit losses on current accounts receivable and current contract assets under Topic 606 - Revenue from Contracts with Customers . We adopted this ASU during fiscal year 2026 and elected to apply the practical expedient. The adoption did not have a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements In May 2026, the FASB issued ASU 2026-02, “ Environmental Credits and Environmental Credit Obligations (Topic 818) ,” which establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and related environmental credit obligations. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Upon adoption, the guidance will be applied retrospectively. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, “ Interim Reporting (Topic 270): Narrow-Scope Improvements ,” which is intended to improve navigability of the guidance in Topic 270, Interim Reporting, and clarify when it applies. The ASU also addresses the form and content of such financial statements and interim disclosure requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that ASU 2025-11 will have on our consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-10, “ Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities, ” which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities. This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. We do not believe that ASU 2025-10 will have a material impact on our consolidated financial statements and related disclosures. In November 2025, the FASB issued ASU 2025-09, “ Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, ” which is intended to more closely align financial reporting with the economics of entities’ risk management activities, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness, and clarifications related to hedging non-financial items. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. We are currently evaluating the impact that ASU 2025-09 will have on our consolidated financial statements and related disclosures. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 11 In September 2025, the FASB issued ASU 2025-06, “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ,” which removes all references to software development project stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Upon adoption, the guidance can be applied prospectively, retrospectively, or with a modified transition approach. We are currently evaluating the impact that ASU 2025-06 will have on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40) : Disaggregation of Income Statement Expenses ,” which requires additional disclosure about the specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements, but affect where this information appears in the notes to financial statements. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. We are currently evaluating the impact that ASU 2024-03 will have on our consolidated financial statements. Note 3 – Net Sales from Contracts with Customers Net sales are recognized in accordance with policies disclosed in Item 8 of our Annual Report on Form 10-K for the year ended December 27, 2025. Disaggregation of Net Sales The following table disaggregates our net sales by reportable segment: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Net Sales: Global Distribution and Value -Added Services Global Dental merchandise $ 1,337 $ 1,218 $ 2,629 $ 2,403 Global Dental equipment 456 439 873 823 Global Value -added services 61 58 118 110 Global Dental 1,854 1,715 3,620 3,336 Global Medical 1,057 1,016 2,130 2,071 Total Global Distribution and Value -Added Services 2,911 2,731 5,750 5,407 Global Specialty Products 419 386 816 753 Global Technology 181 167 354 329 Eliminations (53) (44) (94) (81) Total $ 3,458 $ 3,240 $ 6,826 $ 6,408 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 12 Contract Liabilities The following table presents our contract liabilities: As of June 27, December 27, June 28, December 28, Description 2026 2025 2025 2024 Current contract liabilities $ 80 $ 81 $ 83 $ 81 Non-current contract liabilities 8 9 9 8 Total contract liabilities $ 88 $ 90 $ 92 $ 89 During the six months ended June 27, 2026, we recognized $ 52 million in net sales that had been previously deferred at December 27, 2025. During the six months ended June 28, 2025, we recognized $ 53 million in net sales that were previously deferred at December 28, 2024. Current contract liabilities are included in accrued expenses: other and the non-current contract liabilities are included in other liabilities within our condensed consolidated balance sheets. Note 4 – Segment Data We conduct our business through three reportable segments : (i) Global Distribution and Value-Added Services; (ii) Global Specialty Products; and (iii) Global Technology. We aggregate operating segments into these reportable segments based on economic similarities, the nature of their products, customer base and methods of distribution. Global Distribution and Value-Added Services includes distribution to the global dental and medical markets of national brand and corporate brand merchandise, as well as equipment and related technical services. This segment also includes value-added services such as financial services, continuing education services, consulting and other services. This segment also markets and sells under our own corporate brand a portfolio of cost-effective, high- quality consumable merchandise. Global Specialty Products includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care- related products and services. Global Technology includes development and distribution of practice management software, e-services and other products, which are distributed to health care providers. Our organizational structure also includes Corporate, which consists primarily of income and expenses associated with support functions and projects. Our chief operating decision maker (“CODM”) is our Chief Executive Officer (“CEO”). Our CODM uses adjusted operating income as the profitability metric for purposes of making decisions about allocation of resources to each segment and assessing performance of each segment. Adjusted operating income provides a measure of our underlying segment results that is in line with our approach to risk and performance management. We define adjusted operating income as operating income adjusted to exclude (a) direct cybersecurity costs and related insurance recovery proceeds, (b) amortization of acquisition intangibles, (c) organizational restructuring and related expenses, (d) impairment of intangible assets, (e) changes in fair value of contingent consideration, (f) litigation settlements, and (g) costs associated with shareholder advisory matters and select implementation related value creation consulting costs. These adjustments are: (i) non-cash or non-recurring in nature; (ii) not allocable or controlled by the segment; or (iii) not tied to the operational performance of the segment. Assets by segment are not a measure used to assess the performance of the Company by CODM and thus are not reported in our disclosures. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 13 Segment adjusted operating income is presented in the following table to reconcile to operating income as presented on the condensed consolidated statement of income. The reconciliation from operating income to income before taxes and equity in earnings of affiliates is presented on our condensed consolidated statements of income. Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Gross Sales: Global Distribution and Value -Added Services (1) $ 2,911 $ 2,731 $ 5,750 $ 5,407 Global Specialty Products (2) 419 386 816 753 Global Technology (3) 181 167 354 329 Total Gross Sales 3,511 3,284 6,920 6,489 Less: Eliminations: Global Distribution and Value -Added Services (6) (4) (9) (8) Global Specialty Products (47) (40) (85) (73) Global Technology - - - - Total Eliminations (53) (44) (94) (81) Net Sales: Global Distribution and Value -Added Services 2,905 2,727 5,741 5,399 Global Specialty Products 372 346 731 680 Global Technology 181 167 354 329 Total Net Sales 3,458 3,240 6,826 6,408 Segment Cost of Sales: (4) Global Distribution and Value -Added Services 2,167 2,043 4,274 4,038 Global Specialty Products 186 175 363 336 Global Technology 55 53 109 105 Segment Operating Expenses: (5) Global Distribution and Value -Added Services 563 529 1,112 1,043 Global Specialty Products 171 159 333 309 Global Technology 77 69 150 137 Operating Income: Global Distribution and Value -Added Services 181 159 364 326 Global Specialty Products 62 52 120 108 Global Technology 49 45 95 87 Total Segment Operating Income 292 256 579 521 Corporate, net (42) (31) (76) (66) Adjustments (6) (79) (74) (150) (129) Total Operating Income $ 171 $ 151 $ 353 $ 326 Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Depreciation and Amortization: Global Distribution and Value -Added Services $ 7 $ 7 $ 14 $ 13 Global Specialty Products 9 9 18 17 Global Technology 11 9 21 17 Total Segment Depreciation and Amortization 27 25 53 47 Corporate 11 7 21 15 Acquisition intangible amortization within adjustments (6) 46 44 91 87 Total Depreciation and Amortization $ 84 $ 76 $ 165 $ 149 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 14 (1) Global Distribution and Value -Added Services: Includes distribution of infection-control products, handpieces, preventatives, impression materials, composites, anesthetics, teeth, gypsum, acrylics, articulators, abrasives, personal protective equipment (“PPE”) products, branded and generic pharmaceuticals, vaccines, surgical products, diagnostic tests, dental chairs, delivery units and lights, digital dental laboratories, X-ray supplies and equipment, high-tech and digital restoration equipment, equipment repair services, financial services on a non-recourse basis, continuing education services for practitioners, consulting and other services. This segment also markets and sells under our own corporate brand a portfolio of cost-effective, high-quality consumable merchandise. (2) Global Specialty Products: Includes manufacturing, marketing and sales of dental implant and biomaterial products; and endodontic, orthodontic and orthopedic products and other health care-related products and services. (3) Global Technology: Includes development and distribution of practice management software, e-services and other products, which are distributed to health care providers. (4) Cost of goods sold in our Global Distribution and Value-Added Services segment and our Global Specialty Products segment includes product cost and inbound and outbound freight charges. Cost of goods sold in our Global Technology segment consists primarily of software development and third-party provider costs, including technology use and hosting fees. (5) Significant segment operating expenses for our reportable segments and Corporate include primarily compensation costs, and to a lesser extent, rent, depreciation and maintenance costs related to operating our facilities. (6) Adjustments represent items excluded from segment operating income to enable comparison of financial results between periods. The following table presents a breakdown of such adjustments: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Adjustments: Restructuring and related costs $ (29) $ (23) $ (41) $ (48) Acquisition intangible amortization (46) (44) (91) (87) Cyber incident-insurance proceeds, net of third-party advisory expenses - - - 20 Change in contingent consideration 2 - 1 2 Litigation settlements - (1) - (1) Impairment of intangible assets - - - (1) Costs associated with shareholder advisory matters and select implementation related value creation consulting costs (6) (6) (19) (14) Total adjustments $ (79) $ (74) $ (150) $ (129) Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 15 Note 5 – Business Acquisitions Our acquisition strategy is focused on investments in companies, including high growth high margin businesses aligned with our BOLD+1 strategy, that add new customers and sales teams, increase our geographic footprint (whether entering a new country, such as emerging markets, or building scale where we have already invested in businesses), and finally, those that enable us to access new products and technologies. 2026 Acquisitions During the six months ended June 27, 2026, we acquired companies within the Global Distribution and Value- Added Services and Global Specialty Products segments. Our acquired ownership interest in these companies ranged from 90 % to 100 %. The following table aggregates the preliminary estimated fair value, as of the date of the acquisition, of consideration paid and net assets acquired for acquisitions during the six months ended June 27, 2026: Preliminary Allocation as of June 27, 2026 Acquisition consideration: Cash $ 26 Deferred consideration 5 Subsidiary common equity issued to sellers 23 Fair value of previously held equity method investments 32 Redeemable noncontrolling interests 7 Total consideration $ 93 Identifiable assets acquired and liabilities assumed: Current assets $ 9 Intangible assets 35 Other noncurrent assets 4 Current liabilities (4) Deferred income taxes (6) Other noncurrent liabilities (1) Total identifiable net assets 37 Goodwill 56 Total net assets acquired $ 93 The accounting for acquisitions in the six months ended June 27, 2026 has not been completed in several areas, including, but not limited to, pending assessment of certain assets and certain liabilities, primarily including deferred income taxes. Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions are expected to provide for us, as well as the expected growth potential. The majority of the acquired goodwill is not deductible for tax purposes. The following table summarizes the intangible assets acquired during the six months ended June 27, 2026: Weighted Average 2026 Useful Lives (in years) Customer relationships and lists $ 31 7 Trademarks / Tradenames 4 5 Total $ 35 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 16 During the six months ended June 27, 2026, in connection with acquisitions of controlling interests of affiliates, we recognized a gain of approximately $ 11 million related to the remeasurement to fair value of our previously held equity investment, recognized during the first quarter. Such gain was calculated using a discounted cash flow model based on Level 3 inputs, as defined in Note 6 – Fair Value Measurements , which was recorded in selling, general and administrative in the condensed consolidated statements of income. The impact of these acquisitions, individually and in the aggregate, was not considered material to our condensed consolidated financial statements. Pro forma financial information since the acquisition date has not been presented because the impact of these acquisitions, individually and in the aggregate, was immaterial to our condensed consolidated financial statements. 2025 Acquisitions During the year ended December 27, 2025, we acquired companies within the Global Distribution and Value- Added Services, Global Specialty Products and Global Technology segments. Our acquired ownership interest in these companies range from 60 % to 100 %. The following table aggregates the preliminary estimated fair value, as of the date of the acquisition, of consideration paid and net assets acquired for acquisitions during the year ended December 27, 2025: Preliminary Allocation as of June 27, 2026 Acquisition consideration: Cash $ 194 Deferred consideration 3 Estimated fair value of contingent consideration payable 19 Fair value of previously held equity method investments 89 Redeemable noncontrolling interest 85 Total consideration $ 390 Identifiable assets acquired and liabilities assumed: Current assets $ 61 Intangible assets 146 Other noncurrent assets 45 Current liabilities (27) Long-term debt (2) Deferred income taxes (23) Other noncurrent liabilities (7) Total identifiable net assets 193 Goodwill 197 Total net assets acquired $ 390 The accounting for certain acquisitions in the year ended December 27, 2025 has not been completed in several areas, including, but not limited to, pending assessment of certain assets and certain liabilities, primarily including deferred income taxes. Measurement period adjustments recorded through June 27, 2026 were immaterial and primarily related to certain intangible assets. Goodwill is a result of the synergies and cross-selling opportunities that these acquisitions are expected to provide for us, as well as the expected growth potential. The majority of the acquired goodwill is not deductible for tax purposes. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 17 The following table summarizes the intangible assets acquired during the year ended December 27, 2025: Weighted Average 2025 Useful Lives (in years) Customer relationships and lists $ 87 10 Trademarks / Tradenames 40 7 Product development 18 10 Non-compete agreements 1 5 Total $ 146 Pro forma financial information for our 2025 acquisitions has not been presented because the impact of these acquisitions, individually and in the aggregate, was immaterial to our condensed consolidated financial statements. Acquisition Costs During the three and six months ended June 27, 2026, we incurred $ 1 million and $ 3 million in acquisition costs, respectively. During the three and six months ended June 28, 2025, we incurred $ 1 million and $ 3 million in acquisition costs, respectively. These costs are included in selling, general and administrative in our condensed consolidated statements of income. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 18 Note 6 – Fair Value Measurements Fair value is defined 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. The fair value hierarchy 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). The three levels of the fair value hierarchy are described as follows: • 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 fair values of our financial instruments and the methodologies that we used to measure their fair values. Investments and notes receivable There are no quoted market prices available for investments in unconsolidated affiliates and notes receivable. Certain of our notes receivable contain variable interest rates. We believe the carrying amounts of the notes receivable are a reasonable estimate of fair value based on the interest rates in the applicable markets. Our notes receivable fair value is based on Level 3 inputs within the fair value hierarchy. Debt The fair value of our debt (including bank credit lines, current maturities of long-term debt and long-term debt) is based on Level 3 inputs within the fair value hierarchy, and as of June 27, 2026 and December 27, 2025 was estimated at $ 3,462 million and $ 3,107 million, respectively. Factors that we considered when estimating the fair value of our debt include market conditions, such as interest rates and credit spreads. Derivative contracts Derivative contracts are valued using quoted market prices and significant other observable inputs. Our derivative instruments primarily include foreign currency forward contracts, interest rate swaps and total return swaps. The fair values for the majority of our foreign currency derivative contracts are obtained by comparing our contract rate to a published forward price of the underlying market rates, which are based on market rates for comparable transactions that are classified within Level 2 of the fair value hierarchy. The fair value of the interest rate swap, which is classified within Level 2 of the fair value hierarchy, is determined by comparing our contract rate to a forward market rate as of the valuation date. The fair value of total return swaps is determined by valuing the underlying exchange traded funds of the swap Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 19 using market-on-close pricing by industry providers as of the valuation date that are classified within Level 2 of the fair value hierarchy. Redeemable noncontrolling interests The values for redeemable noncontrolling interests are based on recent transactions and/or implied multiples of earnings that are classified within Level 3 of the fair value hierarchy. See Note 12 – Redeemable Noncontrolling Interests for additional information. Intangible Assets Assets measured on a non-recurring basis at fair value include intangibles. Inputs for measuring intangibles are classified as Level 3 within the fair value hierarchy. Defined Benefit Plans Assets of certain of our non-U.S. defined benefit plans are measured on a recurring basis and are classified as Level 1 within the fair value hierarchy. Contingent Consideration We estimate the fair value of contingent consideration payments as part of the acquisition price and record the estimated fair value of contingent consideration as a liability on our condensed consolidated balance sheets. For transactions accounted for as business combinations, subsequent changes in the estimated fair value of contingent consideration payments are included in selling, general and administrative expenses in our condensed consolidated statements of income (see Note 5 – Business Acquisitions ) . For transactions involving changes in our ownership in consolidated subsidiaries without a change in our control, subsequent changes in the estimated fair value of contingent consideration payments are recognized in additional paid-in capital in our condensed consolidated balance sheets. We measure contingent consideration at the fair value on a recurring basis using significant unobservable inputs classified as Level 3 of the fair value hierarchy. We use various valuation techniques, including the Monte Carlo simulation and probability-weighted scenarios, to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. Our fair value measurement inputs include expected operating performance, discount and risk-free rates, and credit spread. The components of the change in the fair value of contingent consideration for the three and six months ended June 27, 2026 and June 28, 2025 are presented in the following table: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Balance, beginning of period $ 64 $ 112 $ 97 $ 30 Increase in contingent consideration due to business acquisitions and acquisitions of noncontrolling interests in subsidiaries - 1 - 94 Decrease in contingent consideration due to payments (4) (7) (4) (19) Change in fair value of contingent consideration in connection with business acquisitions (1) (2) - (1) (2) Change in fair value of contingent consideration in connection with changes in ownership in consolidated subsidiaries (2) - - (34) 3 Balance, end of period $ 58 $ 106 $ 58 $ 106 (1) Amounts are recorded in selling, general and administrative in the condensed consolidated statements of income. (2) Amounts are recorded in additional paid-in capital in the condensed consolidated balance sheets. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 20 The following table presents our assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 27, 2026 and December 27, 2025: June 27, 2026 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 2 $ - $ 2 Derivative contracts undesignated - 2 - 2 Total assets $ - $ 4 $ - $ 4 Liabilities: Derivative contracts designated as hedges $ - $ 10 $ - $ 10 Derivative contracts undesignated - 2 - 2 Total return swap - 1 - 1 Contingent consideration - - 58 58 Total liabilities $ - $ 13 $ 58 $ 71 Redeemable noncontrolling interests $ - $ - $ 906 $ 906 December 27, 2025 Level 1 Level 2 Level 3 Total Assets: Derivative contracts designated as hedges $ - $ 1 $ - $ 1 Derivative contracts undesignated - 1 - 1 Total return swap - 1 - 1 Total assets $ - $ 3 $ - $ 3 Liabilities: Derivative contracts designated as hedges $ - $ 23 $ - $ 23 Derivative contracts undesignated - 2 - 2 Contingent consideration - - 97 97 Total liabilities $ - $ 25 $ 97 $ 122 Redeemable noncontrolling interests $ - $ - $ 895 $ 895 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 21 Note 7 – Debt Bank Credit Lines Bank credit lines consisted of the following: June 27, December 27, 2026 2025 Revolving credit agreement $ 710 $ 100 Other short-term bank credit lines 314 664 Total $ 1,024 $ 764 Revolving Credit Agreement On August 20, 2021 , we entered into a $ 1.0 billion revolving credit agreement (the “Revolving Credit Agreement”) which was amended and restated on July 11, 2023 to extend the maturity date to July 11, 2028 and update the interest rate provisions to reflect the current market approach for a multicurrency facility. On June 6, 2025, we amended and restated the Revolving Credit Agreement to, among other things, modify certain financial definitions and covenants. The interest rate on this revolving credit facility is based on Term Secured Overnight Financing Rate (“ Term SOFR ”) plus a spread based on our leverage ratio at the end of each financial reporting quarter. As of June 27, 2026 the interest rate on this revolving credit facility was 3.63 % plus 1.08 %, for a combined rate of 4.71 %. As of December 27, 2025, the interest rate on this revolving credit facility was 3.78 % plus 1.08 %, for a combined rate of 4.86 %. The Revolving Credit Agreement requires, among other things, that we maintain certain maximum leverage ratios. Additionally, the Revolving Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions, on liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. As of June 27, 2026 and December 27, 2025, we had $ 710 million and $ 100 million in borrowings, respectively, under this revolving credit facility. During the six months ended June 27, 2026, the average outstanding balance under the Revolving Credit Agreement was approximately $ 419 million. As of June 27, 2026 and December 27, 2025, there were $ 11 million and $ 10 million of letters of credit, respectively, provided to third parties under the Revolving Credit Agreement. Other Short-Term Bank Credit Lines As of June 27, 2026 and December 27, 2025, we had various other short-term bank credit lines available, in various currencies, with a maximum borrowing capacity of $ 888 million and $ 787 million, respectively. As of June 27, 2026 and December 27, 2025, $ 314 million and $ 664 million, respectively, were outstanding. During the six months ended June 27, 2026, the average outstanding balance under our various other short-term bank credit lines was approximately $ 619 million. As of June 27, 2026 and December 27, 2025, borrowings under other short-term bank credit lines had weighted average interest rates of 4.53 % and 4.68 %, respectively. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 22 Long-term debt Long-term debt consisted of the following: June 27, December 27, 2026 2025 Private placement facilities $ 1,199 $ 1,149 Term loan 745 749 U.S. trade accounts receivable securitization 430 390 Various collateralized and uncollateralized loans payable with interest, in varying installments through 2031 at interest rates from 0.00 % to 6.25 % at June 27, 2026 and from 0.00 % to 6.75 % at December 27, 2025 58 48 Finance lease obligations 6 7 Total 2,438 2,343 Less current maturities (138) (33) Total long-term debt $ 2,300 $ 2,310 Private Placement Facilities Our private placement facilities provided by four insurance companies have a total facility amount of $ 1.5 billion, and are available on an uncommitted basis at fixed rate economic terms to be agreed upon at the time of issuance, from time to time through December 19, 2028 . The facilities allow us to issue senior promissory notes to the lenders at a fixed rate based on an agreed upon spread over applicable treasury notes at the time of issuance. The term of each possible issuance will be selected by us and can range from five to 15 years (with an average life no longer than 12 years ). The proceeds of any issuances under the facilities will be used for general corporate purposes, including working capital and capital expenditures, to refinance existing indebtedness, and/or to fund potential acquisitions. On December 19, 2025, we amended and restated our private placement facilities to, among other things, (i) extend the scheduled facility termination dates to December 19, 2028 and (ii) modify certain financial definitions and covenants. The agreements provide, among other things, that we maintain certain maximum leverage ratios, and contain restrictions relating to subsidiary indebtedness, liens, affiliate transactions, disposal of assets and certain changes in ownership. These facilities contain make-whole provisions in the event that we pay off the facilities prior to the applicable due dates. The components of our private placement facility borrowings as of June 27, 2026, which have a weighted average interest rate of 3.99 %, are presented in the following table: Amount of Date of Borrowing Borrowing Borrowing Outstanding Rate Due Date June 16, 2017 $ 100 3.42 % June 16, 2027 September 15, 2017 100 3.52 September 15, 2029 January 2, 2018 100 3.32 January 2, 2028 September 2, 2020 100 2.35 September 2, 2030 June 2, 2021 100 2.48 June 2, 2031 June 2, 2021 100 2.58 June 2, 2033 May 4, 2023 75 4.79 May 4, 2028 May 4, 2023 75 4.84 May 4, 2030 May 4, 2023 75 4.96 May 4, 2033 May 4, 2023 150 4.94 May 4, 2033 December 15, 2025 100 5.23 December 15, 2032 December 15, 2025 75 5.28 December 15, 2032 February 24, 2026 50 5.40 February 24, 2034 Less: Deferred debt issuance costs (1) Total $ 1,199 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 23 The components of our private placement facility borrowings as of December 27, 2025, which have a weighted average interest rate of 3.93 %, are presented in the following table: Amount of Date of Borrowing Borrowing Borrowing Outstanding Rate Due Date June 16, 2017 $ 100 3.42 % June 16, 2027 September 15, 2017 100 3.52 September 15, 2029 January 2, 2018 100 3.32 January 2, 2028 September 2, 2020 100 2.35 September 2, 2030 June 2, 2021 100 2.48 June 2, 2031 June 2, 2021 100 2.58 June 2, 2033 May 4, 2023 75 4.79 May 4, 2028 May 4, 2023 75 4.84 May 4, 2030 May 4, 2023 75 4.96 May 4, 2033 May 4, 2023 150 4.94 May 4, 2033 December 15, 2025 100 5.23 December 15, 2032 December 15, 2025 75 5.28 December 15, 2032 Less: Deferred debt issuance costs (1) Total $ 1,149 Term Loan On July 11, 2023, we entered into a three-year $ 750 million term loan credit agreement (the “Term Credit Agreement”), which was originally scheduled to mature on July 11, 2026 . On June 6, 2025, this agreement was amended and restated to, among other things, (i) extend the maturity date to June 6, 2030 , and (ii) modify certain financial definitions and covenants. The interest rate on this term loan is based on the Term SOFR plus a spread based on our leverage ratio at the end of each financial reporting quarter. Beginning in June 2026 and continuing through June 2027, we are required to make quarterly payments of $ 5 million. In September 2027, the quarterly payment amount increases to $ 9 million, continuing through June 2030 with the remaining balance due June 6, 2030. As of June 27, 2026, the borrowings outstanding under this term loan were $ 745 million. At June 27, 2026, the interest rate under the Term Credit Agreement was 3.62 % plus 1.25 %, for a combined rate of 4.87 %. As of December 27, 2025, the borrowings outstanding under this term loan were $ 749 million. At December 27, 2025, the interest rate under the Term Credit Agreement was 3.76 % plus 1.25 %, for a combined rate of 5.01 %. After renewing the Term Credit Agreement in June of 2025, our hedged portion of the Term Credit Agreement is now approximately 88 % of the notional total. As of June 27, 2026, the effective fixed rate was 5.69 % and the floating rate was 4.87 %, resulting in a weighted average rate of 5.59 %. As of December 27, 2025, the effective fixed rate was 5.69 % and the floating rate was 5.01 %, resulting in a weighted average rate of 5.62 %. The Term Credit Agreement requires, among other things, that we maintain certain maximum leverage ratios. Additionally, the Term Credit Agreement contains customary representations, warranties and affirmative covenants as well as customary negative covenants, subject to negotiated exceptions, on liens, indebtedness, significant corporate changes (including mergers), dispositions and certain restrictive agreements. U.S. Trade Accounts Receivable Securitization We have a facility agreement based on our U.S. trade accounts receivable that is structured as an asset-backed securitization program with pricing committed for up to three years . On December 6, 2024, we extended the expiration date of this facility agreement to December 6, 2027 . This facility agreement has a purchase limit of $ 450 million with two banks as agents. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 24 As of June 27, 2026 and December 27, 2025, the borrowings outstanding under this securitization facility were $ 430 million and $ 390 million, respectively. At June 27, 2026, the interest rate on borrowings under this facility was based on the asset-backed commercial paper rate of 3.92 % plus 0.75 %, for a combined rate of 4.67 %. At December 27, 2025, the interest rate on borrowings under this facility was based on the asset- backed commercial paper rate of 4.06 % plus 0.75 %, for a combined rate of 4.81 %. If our accounts receivable collection pattern changes due to customers either paying late or not making payments, our ability to borrow under this facility may be reduced. We are required to pay a commitment fee of 30 to 35 basis points depending upon program utilization. Note 8 – Income Taxes For the three months ended June 27, 2026, our effective tax rate was 24.8 %, compared to 24.4 % for the prior year period. The difference between our effective and federal statutory tax rates primarily relates to state and foreign income taxes and interest expense. For the six months ended June 27, 2026, our effective tax rate was 25.2 %, compared to 24.7 % for the prior year period. The difference between our effective and federal statutory tax rates primarily relates to state and foreign income taxes and interest expense. The total amount of unrecognized tax benefits, which are included in “other liabilities” within our condensed consolidated balance sheets, as of June 27, 2026 and December 27, 2025 was $ 105 million and $ 112 million, respectively, of which $ 97 million and $ 104 million, respectively, would affect the effective tax rate if recognized. All tax returns audited by the IRS are officially closed through 2021. The tax years subject to examination by the IRS include years 2022 and forward. In addition, limited positions reported in the 2017 tax year are subject to IRS examination. During the three months ended June 27, 2026 and June 28, 2025, the amount of tax interest income included as a component of the provision for taxes was $ 2 million and $ 0 million, respectively. During the six months ended June 27, 2026 and June 28, 2025, the amount of tax interest income/(expense) included as a component of the provision for taxes was $ 2 million and $ (1) million, respectively. The total amount of accrued interest is included in other liabilities within our condensed consolidated balance sheets, and was $ 20 million as of June 27, 2026 and $ 22 million as of December 27, 2025. The amount of penalties accrued for during the periods presented was not material to our condensed consolidated financial statements. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 25 Note 9 – Plan of Restructuring and Related Costs On August 6, 2024, we committed to a restructuring plan (the “2024 Plan”) to integrate our acquisitions, right-size operations and further increase efficiencies. We expect to record restructuring and related charges associated with the 2024 Plan through the end of 2027; however, an estimate of the amount of these charges for 2026 through 2027 has not yet been determined. During the quarter ended March 28, 2026 and the six months ended June 27, 2026, in connection with the 2024 Plan, we recorded a loss of $ 2 million related to the disposal of businesses in the Global Specialty Products segment. This amount is included in the $ 41 million of restructuring and related charges discussed above. Restructuring and related costs recorded for the three and six months ended June 27, 2026 and June 28, 2025 in connection with the 2024 Plan consisted of the following: Three Months Ended June 27, 2026 Global Distribution and Value-Added Services Global Specialty Products Global Technology Corporate Total Severance and employee-related costs $ 12 $ 6 $ 3 $ 6 $ 27 Impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets - 1 - - 1 Exit and other related costs 1 - - - 1 Restructuring and related costs $ 13 $ 7 $ 3 $ 6 $ 29 Three Months Ended June 28, 2025 Global Distribution and Value-Added Services Global Specialty Products Global Technology Corporate Total Severance and employee-related costs $ 11 $ 5 $ - $ 2 $ 18 Impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets - 2 - - 2 Exit and other related costs 2 - - - 2 Loss on disposal of a business 1 - - - 1 Restructuring and related costs $ 14 $ 7 $ - $ 2 $ 23 Six Months Ended June 27, 2026 Global Distribution and Value-Added Services Global Specialty Products Global Technology Corporate Total Severance and employee-related costs $ 16 $ 7 $ 5 $ 6 $ 34 Impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets - 2 - - 2 Exit and other related costs 2 1 - - 3 Loss on disposal of a business - 2 - - 2 Restructuring and related costs $ 18 $ 12 $ 5 $ 6 $ 41 Six Months Ended June 28, 2025 Global Distribution and Value-Added Services Global Specialty Products Global Technology Corporate Total Severance and employee-related costs $ 21 $ 10 $ 1 $ 8 $ 40 Impairment and accelerated depreciation and amortization of right-of-use lease assets and other long-lived assets 1 2 - - 3 Exit and other related costs 3 - 1 - 4 Loss on disposal of a business 1 - - - 1 Restructuring and related costs $ 26 $ 12 $ 2 $ 8 $ 48 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 26 The following table summarizes the activity related to the liabilities associated with our restructuring initiatives for the six months ended June 27, 2026. The remaining accrued balance of restructuring and related costs as of June 27, 2026, which primarily relates to severance and employee-related costs, is included in accrued expenses: other within our condensed consolidated balance sheets. Liabilities related to exited leased facilities are recorded within our current and non-current operating lease liabilities within our condensed consolidated balance sheets. Total Balance, December 27, 2025 $ 49 Restructuring and related costs 41 Non-cash impairment, accelerated depreciation and amortization (2) Non-cash impairment related to disposal of a business (2) Cash payments and other adjustments (43) Balance, June 27, 2026 $ 43 Note 10 – Legal Proceedings From time to time, Henry Schein, Inc. may become a party to legal proceedings, including, without limitation, product liability claims, employment matters, commercial disputes, governmental inquiries and investigations (which may in some cases involve our entering into settlement arrangements or consent decrees), and other matters arising out of the ordinary course of our business. While the results of any legal proceeding cannot be predicted with certainty, in our opinion none of these pending matters are currently anticipated to have a material adverse effect on our consolidated financial position, liquidity or results of operations. As of June 27, 2026, we had accrued our best estimate of potential losses relating to claims that were probable to result in liability and for which we were able to reasonably estimate a loss. This accrued amount, as well as related expenses, was not material to our financial position, results of operations or cash flows. Our method for determining estimated losses considers currently available facts, presently enacted laws and regulations and other factors, including probable recoveries from third parties. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 27 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 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 28 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. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 29 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. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 30 Note 12 – Redeemable Noncontrolling Interests Some minority stockholders in certain of our subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities at fair value. Accounting Standards Codification Topic 480-10 is applicable for noncontrolling interests where we are or may be required to purchase all or a portion of the outstanding interest in a consolidated subsidiary from the noncontrolling interest holder under the terms of a put option contained in contractual agreements. The components of the change in the redeemable noncontrolling interests for the six months ended June 27, 2026 and June 28, 2025 are presented in the following table: June 27, June 28, 2026 2025 Balance, beginning of period $ 895 $ 806 Decrease in redeemable noncontrolling interests due to acquisitions of noncontrolling interests in subsidiaries (42) (76) Increase in redeemable noncontrolling interests due to business acquisitions 29 25 Net loss attributable to redeemable noncontrolling interests - (1) Distributions declared (14) (10) Effect of foreign currency translation gain attributable to redeemable noncontrolling interests 4 29 Change in fair value of redeemable securities 34 38 Balance, end of period $ 906 $ 811 Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 31 Note 13 – Comprehensive Income Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income and are recorded directly to stockholders’ equity. The following table summarizes our Accumulated other comprehensive loss, net of applicable taxes as of: June 27, December 27, 2026 2025 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ (22) $ (26) Attributable to noncontrolling interests: Foreign currency translation adjustment $ 1 $ 1 Attributable to Henry Schein, Inc.: Foreign currency translation adjustment $ (163) $ (196) Unrealized loss from hedging activities (15) (24) Pension adjustment loss (6) (6) Accumulated other comprehensive loss $ (184) $ (226) Total Accumulated other comprehensive loss $ (205) $ (251) The following table summarizes the components of comprehensive income, net of applicable taxes as follows: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Net income $ 102 $ 94 $ 214 $ 207 Foreign currency translation gain 5 133 37 209 Tax effect - - - - Foreign currency translation gain 5 133 37 209 Unrealized gain (loss) from hedging activities 1 (29) 12 (35) Tax effect - 8 (3) 9 Unrealized gain (loss) from hedging activities 1 (21) 9 (26) Pension adjustment gain - - - 1 Tax effect - - - (1) Pension adjustment gain - - - - Comprehensive income $ 108 $ 206 $ 260 $ 390 Our financial statements are denominated in U.S. Dollars. Fluctuations in the value of foreign currencies as compared to the U.S. Dollar may have a significant impact on our comprehensive income. The foreign currency translation gain during the six months ended June 27, 2026 and six months ended June 28, 2025 was primarily due to changes in foreign currency exchange rates of the Brazilian Real, Euro, British Pound, Israel Shekel, Canadian Dollar, Singapore Dollar, and Swiss Franc. The hedging gain (loss) during the three and six months ended June 27, 2026 and June 28, 2025 was attributable to a net investment hedge. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 32 The following table summarizes our total comprehensive income, net of applicable taxes as follows: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Comprehensive income attributable to Henry Schein, Inc. $ 99 $ 176 $ 243 $ 348 Comprehensive income attributable to noncontrolling interests 7 8 13 14 Comprehensive income attributable to Redeemable noncontrolling interests 2 22 4 28 Comprehensive income $ 108 $ 206 $ 260 $ 390 Note 14 – Earnings Per Share Basic earnings per share is computed by dividing net income attributable to Henry Schein, Inc. by the weighted- average number of common shares outstanding for the period. Our diluted earnings per share is computed similarly to basic earnings per share, except that it reflects the effect of common shares issuable for unvested RSUs and upon exercise of stock options using the treasury stock method in periods in which they have a dilutive effect. A reconciliation of shares used in calculating earnings per basic and diluted share follows: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Basic 113,451,329 121,927,867 114,194,349 122,852,702 Effect of dilutive securities: Stock options and restricted stock units 939,037 709,081 1,044,157 886,679 Diluted 114,390,366 122,636,948 115,238,506 123,739,381 The number of antidilutive securities that were excluded from the calculation of diluted weighted average common shares outstanding are as follows: Three Months Ended Six Months Ended June 27, June 28, June 27, June 28, 2026 2025 2026 2025 Stock options 543,468 397,490 479,680 399,768 Restricted stock units 2,214 784,602 21,107 489,854 Total anti-dilutive securities excluded from earnings per share computation 545,682 1,182,092 500,787 889,622 Note 15 – Supplemental Cash Flow Information Cash paid for interest and income taxes was: Six Months Ended June 27, June 28, 2026 2025 Cash paid for interest $ 82 $ 75 Cash paid for income taxes, net of refunds 61 102 For the six months ended June 27, 2026 and June 28, 2025, we had $ 12 million and $ (35) million of non-cash net unrealized gains (losses) related to hedging activities, respectively. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 33 Note 16 – Related Party Transactions During 2018, we entered into a joint venture with Internet Brands to create Henry Schein One, LLC. Internet Brands initially held a 26 % noncontrolling interest, which has since increased to a 33.6 % noncontrolling interest in Henry Schein One, LLC, and a freestanding and separately exercisable right to put its noncontrolling interest to Henry Schein, Inc. for fair value following the fifth anniversary of the effective date of the formation of the joint venture. On January 29, 2025, Henry Schein, Inc. signed a Memorandum of Understanding with Internet Brands to extend the time-based trigger for the exercise of our call option to July 1, 2032 and to pause the exercise by Internet Brands of its put option for a period of four years , to January 29, 2029. In connection with the formation of Henry Schein One, LLC we entered into a ten-year royalty agreement with Internet Brands whereby we will pay Internet Brands approximately $ 31 million annually for the use of their intellectual property. During the three and six months ended June 27, 2026, we recorded $ 8 million and $ 16 million, respectively, within selling, general and administrative in our condensed consolidated statements of income, in connection with costs related to this royalty agreement. During the three and six months ended June 28, 2025, we recorded $ 8 million and $ 16 million, respectively, within selling, general and administrative in our condensed consolidated statements of income, in connection with costs related to this royalty agreement. As of June 27, 2026 and December 27, 2025, Henry Schein One, LLC had a net payable balance to Internet Brands of $ 1 million and $ 9 million, respectively, comprised of amounts related to results of operations and the royalty agreement. The components of this payable are recorded within accrued expenses: other within our condensed consolidated balance sheets. We have interests in entities that we account for under the equity accounting method. In our normal course of business, during the three and six months ended June 27, 2026, we recorded net sales of $ 6 million and $ 14 million, respectively, to such entities. During the three and six months ended June 28, 2025, we recorded net sales of $ 15 million and $ 28 million, respectively, to such entities. During the three and six months ended June 27, 2026, we purchased $ 2 million and $ 4 million, respectively, from such entities. During the three and six months ended June 28, 2025, we purchased $ 3 million and $ 5 million, respectively, from such entities. At June 27, 2026 and December 27, 2025, we had an aggregate $ 31 million and $ 39 million, respectively, due from our equity affiliates, and $ 3 million and $ 7 million, respectively, due to our equity affiliates. Certain of our facilities related to our acquisitions are leased from employees and minority shareholders. These leases are classified as operating leases and have a remaining lease term ranging from less than a year to approximately 11 years . As of June 27, 2026, current and non-current liabilities associated with related party operating leases were $ 5 million and $ 19 million, respectively. At June 27, 2026, related party leases represented 7.0 % and 7.0 % of the total current and non-current operating lease liabilities, respectively. At December 27, 2025, current and non-current liabilities associated with related party operating leases were $ 5 million and $ 22 million, respectively. At December 27, 2025, related party leases represented 6.6 % and 8.7 % of the total current and non- current operating lease liabilities, respectively. Table of Contents HENRY SCHEIN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in millions, except share and per share data) (unaudited ) 34 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. Table of Contents 35