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11-K 1 henryschein11k1231202.htm FORM 11-K henryschein11k1231202

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

TRANSITION REPORT PURSUANT TO

SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943

For the transition period from ____________ to ____________

Commission File Number:

0-27078

Full title of the plan and the address of the plan, if different from

that of the issuer named below:

Henry Schein, Inc. 401(k) Savings Plan

Name of issuer of the securities held pursuant to the plan and the address of

its principal executive office:

Henry Schein, Inc.

135 Duryea Road

Melville, New York

11747

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

TABLE OF CONTENTS

Page

Number

Report of Independent Registered Public Accounting Firm

Financial Statements:

Statements of Net Assets Available

for Benefits as of December 31, 2022 and December 31, 2021

Statements of Changes in Net Assets Available

for Benefits for the years ended December 31, 2022 and December

31, 2021

Notes to Financial Statements

Supplemental schedule for the year ended December 31, 2022:

Form 5500, Schedule H, Part IV,

Line 4i - Schedule of Assets (Held at End of Year)

as of December 31, 2022

Signature

Exhibits:

Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

All other schedules required by Section 2520.103-10 of the U.S. Department

of Labor’s Rules and Regulations for

Reporting and Disclosure under the Employee Retirement Income

Security Act of 1974 have been omitted

because they are not applicable.

Report Of Independent Registered Public Accounting Firm

Plan Administrator and Participants

Henry Schein, Inc. 401(k) Savings Plan

Melville, New York

Opinion on the Financial Statements

have audited

the accompanying

statements of

net assets

available for

benefits of

the Henry

Schein, Inc.

401(k) Savings

Plan (the

“Plan”) as of December 31,

2022 and 2021, the

related statements

of changes in net

assets available for benefits

for the years then

ended,

and the

related notes

(collectively,

the “financial

statements”).

In our

opinion, the

financial statements

present fairly,

in all

material

respects, the net assets available

for benefits of the Plan

as of December 31, 2022 and

2021, and the changes in net

assets available for

benefits for the

years then ended, in conformity with accounting principles generally accepted in the

United States of America.

Basis for Opinion

These financial

statements are the

responsibility of

the Plan’s

management.

Our responsibility is

to express an

opinion on the

Plan’s

financial statements

based on

our audits.

are a

public accounting

firm registered

with the

Public Company

Accounting Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Plan

accordance

with

the

U.S.

federal

securities laws and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that

we plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

or fraud. The

Plan is

not required

to have,

nor were

we engaged

to perform,

an audit

of its

internal control

over financial

reporting. As

part of

our

audits we

are required

to obtain

an understanding

of internal

control over

financial reporting

but not

for the purpose

of expressing

opinion on the effectiveness of the Plan’s

internal control over financial reporting. Accordingly,

we express no such opinion.

Our audits included performing

procedures to assess

the risk of material

misstatement of the financial

statements, whether due to

error or

fraud, and performing

procedures that respond

to those risks. Such

procedures included examining,

on a test basis, evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates made

by the

Plan’s

management,

as well

as evaluating

the overall

presentation

of the

financial statements.

believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the

accompanying Schedule H, Line 4i-Schedule

of Assets (Held at End of Year)

as of December 31,

2022

has

been

subjected

audit

procedures

performed

conjunction

with

the

audit

the

Plan’s

financial

statements.

The

supplemental information

is presented

for the

purpose of

additional analysis

and is

not a

required part

of the

financial statements

but

included supplemental

information required

by the Department

of Labor’s

Rules and Regulations

for Reporting

and Disclosure under

the Employee Retirement

Income Security Act of

1974. The supplemental

information is the responsibility

of the Plan’s

management.

Our

audit

procedures

included

determining

whether

the

supplemental

information

reconciles

the

financial

statements

the

underlying

accounting

and

other

records,

applicable,

and

performing

procedures

test

the

completeness

and

accuracy

the

information presented in the supplemental information. In forming our opinion on the supplemental

information, we evaluated whether

the supplemental

information,

including

its form

and content,

is presented

in conformity

with the

Department

of Labor’s

Rules and

Regulations

for

Reporting

and

Disclosure

under

the

Employee

Retirement

Income

Security

Act

1974.

our

opinion,

the

supplemental information is fairly stated, in all material respects, in relation

to the financial statements as a whole.

/s/ BDO USA, LLP

We have served

as the Plan’s auditor since 1984.

New York,

New York

June 23, 2023

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

STATEMENTS

OF NET ASSETS AVAILABLE

FOR BENEFITS

December 31,

2022

2021

Assets

Investments, at fair value (Note 4):

Money market account

184,027

124,329

Mutual funds

647,386,525

839,977,468

Common collective trust funds

494,956,061

583,352,539

Common stock

54,226,139

56,635,820

Total

investments

1,196,752,752

1,480,090,156

Receivables:

Notes receivable from participants

17,578,320

19,676,780

Employer’s contribution (Note 1(b))

30,872,673

29,180,068

Other

5,638

164

Total

receivables

48,456,631

48,857,012

Total

Assets

1,245,209,383

1,528,947,168

Liabilities

Other payables

75,004

Net assets available for benefits

1,245,134,379

1,528,947,168

See accompanying Notes to Financial Statements

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

STATEMENTS

OF CHANGES IN NET ASSETS AVAILABLE

FOR BENEFITS

Year

Ended

December 31,

2022

2021

Additions:

Investment income:

Interest and dividends

22,840,129

34,873,510

Net (depreciation) appreciation in fair value of investments:

Mutual funds

(271,576,333)

155,686,076

Common stock

1,620,077

8,368,104

Total

investment income

(247,116,127)

198,927,690

Participants’ contributions

72,512,470

65,430,659

Employer’s contribution (Note 1(b))

30,872,673

29,180,068

Interest income - notes receivable from participants

1,099,058

1,599,053

Total

additions

(142,631,926)

295,137,470

Deductions:

Benefits paid to participants

91,788,486

124,245,351

Administrative expenses

1,361,706

1,320,210

Total

deductions

93,150,192

125,565,561

Net (decrease) increase before

transfer out to a related plan

(235,782,118)

169,571,909

Transfer out to a

related plan (Note 1(a))

(48,030,671)

Net (decrease) increase in plan assets

(283,812,789)

169,571,909

Net assets available for benefits, beginning of year

1,528,947,168

1,359,375,259

Net assets available for benefits, end of year

1,245,134,379

1,528,947,168

See accompanying Notes to Financial Statements

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1 – Description of Plan

The following description of the Henry Schein, Inc. 401(k) Savings Plan (the

“Plan”) provides only general information.

Participants

should refer to the Plan document or Summary Plan Description for a more complete description

of the Plan’s provisions.

(a) Nature of Operations

The Plan is a contributory defined contribution 401(k) plan originally effective

January 1, 1970.

The Plan was amended effective

December 26, 1993, to include an Internal Revenue Code Section 401(k) feature.

The Plan is subject to the provisions of the Employee

Retirement Income Security Act of 1974 (“ERISA”).

The third-party administrator is Fidelity Investments Institutional Operations

Company, Inc., (the

“Administrator”).

The Plan trustee is Fidelity Management Trust Company

(the “Trustee”).

Eligible employees

are those employed by Henry Schein, Inc. (the “Plan Sponsor” or the “Company”) and certain of the Company’s affiliates (collectively,

the “Employer”).

All employees (other than temporary employees) are eligible to make

salary reduction contributions to the Plan upon hire and become

eligible to be credited with Profit Sharing Contributions and the Employer Match (each

as described below) upon completion of a one

year period of service.

Temporary employees are

eligible to make salary reduction contributions to the Plan and to be credited with

Profit Sharing Contributions and the Employer Match on the first July 1 or January

1 following the completion of a twelve consecutive

month period during which the temporary employee is credited with at least one

thousand hours of service or the completion of three

consecutive plan years starting

on or after

January 1, 2021

in each of

which the temporary employee

is credited with

at least five

hundred

hours of service.

If an individual is initially classified as a temporary employee and then is reclassified as a regular

participant, the

participant is immediately eligible to make salary reduction contributions

to the Plan, and is eligible to be credited with Profit Sharing

Contributions and the Employer Match upon the earlier of a completion of

a one year period of service or when he or she would have

been eligible to be credited with Profit Sharing Contributions and the Employer

Match if he or she would have remained a temporary

employee.

On December 30, 2022, the

Plan was amended to (i)

provide for the recognition of

prior service for employees of

an acquired entity; and

(ii) permit participants to make Roth elective deferrals and to provide for an in-plan

Roth conversion feature.

On June 29, 2022, the Plan entered into

an agreement with Henry Schein One, LLC,

whereby the account balances of certain employees

of Henry Schein One, LLC participating in the Plan were transferred to the Henry

Schein One, LLC 401(k) Retirement Plan effective

July 1, 2022.

(b) Contributions

The Plan provides for a discretionary Employer contribution (the “Profit

Sharing Contribution”) of a percentage of a participant’s

base

compensation, as defined under the Plan.

There were no discretionary Profit Sharing Contributions for the years ended December

31,

2022 and 2021.

The Plan allows employees to

elect to contribute, through payroll

deductions, stated percentages from 1%

to 50% of their

compensation,

as defined under the Plan, not to exceed $20,500 for year 2022 and $19,500

for the year ended 2021, in accordance with the deferral

limitations for such years under the Internal Revenue Code (“IRC”).

For Plan years beginning on and after January 1, 2021, the

Employer Match is a percentage of participant 401(k) contributions set by

the Company in its discretion. Starting with the 2021 Plan

Year,

this percentage was set at 100% of participant 401(k) contributions up to the lesser of 7% or the participant’s deferral percentage,

multiplied by the participant’s base

compensation, as defined under the Plan.

For the 2022 and 2021 Plan years, the Employer Match

was allocated 100% to the

participant’s investment elections on file, subject to a

20% allocation limit to

the Henry Schein, Inc. Common

Stock Fund.

Participants age 50 or over are permitted to make additional catch-up tax deferred contributions once the participant has reached a limit

on those contributions imposed either by the Plan or by law.

The extra amount a participant may contribute may not exceed $6,500

each of the years 2022 and 2021.

Participants may also contribute amounts representing distributions from other qualified

defined

benefit or defined contribution plans (rollover).

The Plan provides

for the automatic enrollment in the Plan, at a deferral percentage of 3% of compensation,

of eligible employees

initially hired by

the Company or

its participating affiliates on

or after March

1, 2014, unless

the employee elects

not to make

401(k) plan

contributions or elects to make elective 401(k) plan contributions at a different

percentage.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

Each participant’s account

is credited with the participant’s salary reduction

contributions and the Employer contributions and an

allocation of net Plan earnings.

Expenses directly related to participant transactions are deducted from

the respective participant’s

account.

Participants also have the option to direct up to 20% of their account balances to common

shares of Henry Schein, Inc.

(d) Vesting

Participants are immediately vested in their 401(k) contributions plus actual

earnings thereon.

Vesting

in the Profit Sharing

Contribution and the Employer Match, plus actual earnings thereon, is based

on years of continuous service, on a graded scale as

follows:

Vested

Vesting

percentage

2 but less than 3 years

20%

3 but less than 4 years

40%

4 but less than 5 years

60%

5 or more years

100%

(e) Investments

Participants direct the investment of their contributions and Company contributions into various

investment options offered by the Plan.

The Plan currently offers nine mutual funds, seventeen

common collective trust funds, and a Company stock fund, subject to certain

limitations, as investment options for participants.

(f) Notes Receivable from Participants

Participants may borrow up to a maximum of the lesser of $50,000 or 50% of their vested account balance from their accounts pursuant

to rules set forth in the Plan document.

The minimum amount that may be borrowed is $1,000 and only two loans may be made

in any

calendar year, and no more than two loans may be

outstanding at any time.

The loans are secured by the balance in the participants’

accounts and bear interest at

prevailing rates.

The loans must be

for a term of five

years or less (ten

years if the loan is

for the purpose of

purchasing a principal residence).

Principal and interest are paid ratably through payroll deductions.

If an employee is terminated and

has an outstanding loan balance at the

time of termination, the employee will

be permitted to repay any

outstanding loans directly to the Trustee.

The employee may also roll-over any outstanding loans,

as part of a rollover of

the terminated

employee’s entire vested account

balance to certain other retirement plans in which the terminated employee

participates.

Notes

receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end of the

period. No allowance for credit losses has

been provided as of December 31, 2022

and 2021.

Delinquent participant loans are recorded

as distributions based on the terms of the Plan document.

(g) Payment of Benefits

The Plan provides that, upon termination of service, retirement, disability or death

of the participant, a benefit equal to the vested,

nonforfeitable portion of the participant’s

account is distributed as outlined in the Plan.

Participants may also receive in-service or

hardship distributions based on criteria as described in the Plan document.

(h) Administrative Expenses

All reasonable costs, charges and expenses incurred in connection

with the administration of the Plan may be paid by the Plan Sponsor

but, if not paid by the Plan Sponsor when due, shall be paid from Plan assets.

For the years ended December 31, 2022 and 2021, the

Plan Sponsor did not use any Plan assets from forfeited accounts to pay costs associated

with the Plan.

Amounts reflected in the

statements of changes in

net assets

available for benefits reflect

various participant directed expenses

which have been

deducted from the

respective participant accounts.

The Plan pays a flat administrative fee equal to $53 for each participant

in the Plan.

Participants’ accounts are then charged the fee

proportionally based on their

account balance.

If participants elect

to make use

of optional financial

advisory services, fees

are deducted

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

directly from the participants account.

Fees are calculated and deducted quarterly,

and as a result, the actual fee per participant can

vary.

(i) Forfeitures

Forfeiture allocations may be used to offset administrative

expenses of the Plan and to reduce the Employer matching contribution.

Forfeited invested accounts totaled $570,585 and $859,075 at December 31, 2022 and 2021, respectively,

and are included primarily in

the T. Rowe Price Stable

Value

Common Trust Fund Class P.

Forfeitures in the amount of $735,723 and $1,049,829 will be or have

been used to offset Employer contributions for the years ended December

31, 2022 and 2021, respectively.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared under the accrual method of

accounting.

Certain prior period amounts have been

reclassified to conform to the current period presentation.

These reclassifications, individually and in the aggregate, did not

have a

material impact on the Plan’s statements

of net assets available

for benefit or the

statements of changes in

net assets available for

benefit.

Use of Estimates

The preparation of financial statements in accordance with accounting

principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and changes therein

and disclosure of contingent assets and liabilities.

Actual results could differ from those estimates.

Investment Valuation

and Income Recognition

Investments are stated at fair value based upon quoted market prices.

Gains and losses on investment transactions are recognized when

realized based on trade dates.

Net (depreciation) appreciation in fair value of investments includes realized and unrealized appreciation

(depreciation).

Interest income is recorded on the accrual basis.

Dividends are recorded on the ex-dividend date.

Notes Receivable from Participants

Notes receivable from participants are valued at the aggregate of the unpaid principal balance and accrued but unpaid interest at the end

of the period. No allowance for credit losses has been provided as of December

31, 2022 and 2021.

Delinquent participant loans are

recorded as distributions based on the terms of the Plan document.

Risk and Uncertainties

The Plan utilizes various investment instruments which are exposed to various

risks, such as interest rate, credit and overall market

volatility.

Due to the level of risk associated with certain investment securities, it is reasonably

possible that changes in the values of

investment securities will occur in the near term and that such changes could materially

affect participants’ account balances and the

amounts reported in the financial statements.

The Plan’s investments are not

insured or protected by the Plan’s Trustee,

or any other

governmental agency; accordingly, the Plan is

subject to the

normal investment risks associated

with money market funds,

mutual funds,

stocks, bonds, and other similar types of investments.

At December 31, 2022, one investment comprised 15.3% of net assets available

for benefit as of December 31, 2022.

At December 31, 2021, two investments comprised 28.0% of

net assets available for benefit as of

December 31, 2021.

Payment of Benefits

Benefits are recorded when paid.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

Note 3 – Tax

Status

The Internal Revenue Service (“IRS”) has determined and informed the Company, by a letter dated April 24, 2017, that the Plan, which

was amended and restated effective as of January 1, 2015,

with certain amendments effective on subsequent dates, and related trust are

designed in accordance with the

applicable sections of the IRC.

Although the Plan has been

amended since receiving the determination

letter, the Company’s 401(k) Administrative Committee, the members of

which are appointed by

the Company’s Board of Directors (the

“Plan Administrator”), believes that the

Plan is currently designed and

being operated in compliance with

the applicable requirements of

the IRC.

The related trust, therefore, is not subject to tax under present income tax law.

Accordingly, no provision

for income taxes

has been included in the Plan’s financial

statements.

U.S. GAAP requires Plan management to evaluate tax positions taken

by the Plan and recognize a tax liability if the Plan has taken an

uncertain position that more likely than not would not be sustained upon examination by the IRS.

The Plan is subject to routine audits

by taxing jurisdictions; however, there

are currently no audits for any tax periods in progress.

Note 4 – Fair Value

Measurements

Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 820 defines fair value

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.

ASC 820 establishes a fair value hierarchy that 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).

In accordance with ASC 820, the Plan

classifies its investments into:

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 valuation methodologies that were used

to measure different financial instruments at fair value,

including an indication of the level

in the fair value hierarchy

in which each instrument is

classified.

There have been no

changes in the

methodologies used at December 31, 2022 and 2021.

Money Market Account

Funds held in the money market account are valued at the net asset value of shares held by the Plan as of December 31, 2022 and 2021,

which approximates fair value and are classified as Level 1 within the fair value hierarchy

Mutual Funds

Mutual funds are

valued at the

net asset value

of shares held

by the Plan

as of December

31, 2022 and

2021.

The Company has

classified

its mutual fund holdings as Level 1 within the fair value hierarchy based upon

unadjusted quoted prices in active markets for identical

assets or liabilities that were accessible.

Common Collective Trust Funds

The common collective trust funds are valued at net asset value per unit as a practical

expedient, which is calculated based on the fair

values of the underlying investments held by the fund less its liabilities as

reported by the issuer of the fund.

The practical expedient is

used for purposes of these statements, but is not used in situations when it is determined

to be probable that the fund will sell the

investments for an amount different than the reported net asset value.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

Common Stock Fund

The Henry Schein, Inc. Common Stock Fund is a unitized stock fund.

The fund consists of both Henry Schein, Inc. common stock and

a short-term cash component that provides liquidity for daily trading.

Henry Schein, Inc. common stock is valued at the quoted market

price from a national securities exchange and the short-term cash

investment is valued at cost, which approximates fair value.

The

Henry Schein, Inc. Common Stock Fund is classified within Level 1 of the fair value

hierarchy based upon unadjusted quoted prices in

active markets for identical assets or liabilities that were accessible at December

31, 2022 and 2021.

The Henry Schein, Inc. common

stock component of $54,226,139 and $56,635,820 is included within

“Common stock” on the Statements of Net Assets Available

for

Benefits and the short-term cash

component of $184,027 and $124,329 is

included within “Money market account” on

the Statements of

Net Assets Available for

Benefits as of December 31, 2022 and 2021.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

The following tables present the Company’s

investments that are measured and recognized at fair value on a recurring basis classified

under the appropriate level of the fair value hierarchy as of December 31,

2022 and 2021:

December 31, 2022

Level 1

Level 2

Level 3

Total

Investments:

Money market account

184,027

Mutual funds

647,386,525

Henry Schein, Inc. Common Stock

54,226,139

Total investments in

the fair value hierarchy

701,796,691

Investments measured at net asset value:

Common collective trust funds

(1)

494,956,061

Total investments at fair

value

701,796,691

1,196,752,752

December 31, 2021

Level 1

Level 2

Level 3

Total

Investments:

Money market account

124,329

Mutual funds

839,977,468

Henry Schein, Inc. Common Stock

56,635,820

Total investments in

the fair value hierarchy

896,737,617

Investments measured at net asset value:

Common collective trust funds

(2)

583,352,539

Total investments at fair

value

896,737,617

1,480,090,156

(1)

This class represents investments in the T. Rowe

Price Stable Value

Common Trust Fund P (“Stable Value

Fund”), Prudential

Core Plus Bond Fund (“Prudential Fund”) and the BlackRock Strategic Completion

Non-Lendable Fund M (“BlackRock

Fund”) that are measured at fair value using the net asset value per unit (or its equivalent) and have not been categorized in the

fair value hierarchy.

The Stable Value

Fund invests primarily in guaranteed investment contracts, separate account contracts,

fixed income securities, wrapper contracts, and short-term investments.

The Prudential Fund invests primarily in U.S

Treasury,

agency, corporate, mortgage

-backed, and asset-backed securities.

The BlackRock Fund invests primarily in U.S.

Treasury Inflation Protected Securities, real estate

investment trusts, and commodities.

The FRDM Index Target

Date Funds

invest primarily in a combination of domestic U.S equity pools, international

equity pools, bond pools and short-term pools.

The fair value amounts presented in this table are intended to permit reconciliation

of the fair value hierarchy to the line items

presented in the statements of net assets available for benefits.

(2)

This class represents investments in the T. Rowe Price

Stable Value

Common Trust Fund P (“Stable Value

Fund”), Prudential

Core Plus Bond Fund (“Prudential Fund”) and the BlackRock Strategic Completion

Non-Lendable Fund M (“BlackRock

Fund”) that are measured at fair value using the net asset value per unit (or its equivalent) and have not been categorized in the

fair value hierarchy.

The Stable Value

Fund invests primarily in guaranteed investment contracts, separate account contracts,

fixed income securities, wrapper contracts, and short-term investments.

The Prudential Fund invests primarily in U.S

Treasury,

agency, corporate, mortgage

-backed, and asset-backed securities.

The BlackRock Fund invests primarily in U.S.

Treasury Inflation Protected Securities, real estate

investment trusts, and commodities.

The FIAM Index Target

Date Funds

invest primarily in a combination of domestic U.S equity pools, international

equity pools, bond pools and short-term pools.

The fair value amounts presented in this table are intended to permit reconciliation

of the fair value hierarchy to the line items

presented in the statements of net assets available for benefits.

During the years ended December 31, 2022 and 2021, there were no

transfers of investments between the levels of the fair value

hierarchy.

The valuation methods as described above may produce a fair value calculation

that may not be indicative of net realizable value or

reflective of future fair values.

Furthermore, although the Plan believes its valuation methods are

appropriate and consistent with other

market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could

result in a different fair value measurement at the reporting date.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

The following tables set forth additional disclosures of the Plan’s

investments that have fair value estimated using net asset value:

Fair Value

Estimated Using Net Asset Value

Per Share

December 31, 2022

Fair Value*

Unfunded

Commitment

Redemption

Frequency

Other

Redemption

Restrictions

Redemption

Notice Period

Investment:

FRDM Index Target

Date 2030

Commingled Pool Class T

105,674,709

n/a

Daily

n/a

T. Rowe Price Stable Value

Common

Trust Fund P

83,063,715

n/a

Daily

n/a

12 months

FRDM Index Target

Date 2040

Commingled Pool Class T

77,601,969

n/a

Daily

n/a

Prudential Core Plus Bond Fund

47,610,193

n/a

Daily

n/a

FRDM Index Target

Date 2050

Commingled Pool Class T

45,581,918

n/a

Daily

n/a

FRDM Index Target

Date 2020

Commingled Pool Class T

38,269,359

n/a

Daily

n/a

FRDM Index Target

Date 2035

Commingled Pool Class T

22,406,447

n/a

Daily

n/a

FRDM Index Target

Date 2025

Commingled Pool Class T

17,502,394

n/a

Daily

n/a

FRDM Index Target

Date 2060

Commingled Pool Class T

11,565,310

n/a

Daily

n/a

BlackRock Strategic Completion

Non-Lendable Fund M

11,294,425

n/a

Daily

n/a

FRDM Index Target

Date 2045

Commingled Pool Class T

11,260,976

n/a

Daily

n/a

FRDM Index Target

Date 2055

Commingled Pool Class T

9,099,323

n/a

Daily

n/a

FRDM Index Target

Date 2010

Commingled Pool Class T

6,392,480

n/a

Daily

n/a

FRDM Index Target

Date Income

Commingled Pool Class T

3,728,408

n/a

Daily

n/a

FRDM Index Target

Date 2015

Commingled Pool Class T

2,636,531

n/a

Daily

n/a

FRDM Index Target

Date 2065

Commingled Pool Class T

992,167

n/a

Daily

n/a

FRDM Index Target

Date 2005

Commingled Pool Class T

275,737

n/a

Daily

n/a

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

Fair Value

Estimated Using Net Asset Value

Per Share

December 31, 2021

Fair Value*

Unfunded

Commitment

Redemption

Frequency

Other

Redemption

Restrictions

Redemption

Notice Period

Investment:

FIAM Index Target

Date 2030

Commingled Pool Class T

133,104,141

n/a

Daily

n/a

FIAM Index Target

Date 2040

Commingled Pool Class T

97,140,715

n/a

Daily

n/a

T. Rowe Price Stable Value

Common

Trust Fund P

71,550,087

n/a

Daily

n/a

12 months

Prudential Core Plus Bond Fund

61,553,585

n/a

Daily

n/a

FIAM Index Target

Date 2050

Commingled Pool Class T

55,931,759

n/a

Daily

n/a

FIAM Index Target

Date 2020

Commingled Pool Class T

53,049,151

n/a

Daily

n/a

FIAM Index Target

Date 2025

Commingled Pool Class T

21,251,482

n/a

Daily

n/a

FIAM Index Target

Date 2035

Commingled Pool Class T

21,241,696

n/a

Daily

n/a

BlackRock Strategic Completion

Non-Lendable Fund M

18,661,915

n/a

Daily

n/a

FIAM Index Target

Date 2060

Commingled Pool Class T

12,251,865

n/a

Daily

n/a

FIAM Index Target

Date 2045

Commingled Pool Class T

11,606,972

n/a

Daily

n/a

FIAM Index Target

Date 2010

Commingled Pool Class T

8,517,197

n/a

Daily

n/a

FIAM Index Target

Date 2055

Commingled Pool Class T

7,687,563

n/a

Daily

n/a

FIAM Index Target

Date Income

Commingled Pool Class T

4,533,535

n/a

Daily

n/a

FIAM Index Target

Date 2015

Commingled Pool Class T

3,863,035

n/a

Daily

n/a

FIAM Index Target

Date 2065

Commingled Pool Class T

822,805

n/a

Daily

n/a

FIAM Index Target

Date 2005

Commingled Pool Class T

585,036

n/a

Daily

n/a

Note 5 – Plan Termination

Although it has not expressed any intent to do so, the Company has the

right under the Plan to discontinue its contributions at any time

and to terminate the Plan subject to ERISA.

In the event of Plan termination, participants will become 100% vested in their accounts.

Note 6 – Party-in-Interest and Related Party Transactions

The Plan invests in

shares of funds managed

by an affiliate of

the Trustee as defined by

the Plan and,

therefore, these transactions in such

investments qualify as party-in-interest.

The Plan invests in the common stock of Henry Schein, Inc., which is a party-in-interest and a

related party to the Plan.

Notes receivable from participants also qualify as party-in-interest transactions.

The Plan provides for an

Employer Match, as discussed in Note 1(b), which qualifies as a party-in-interest.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

NOTES TO FINANCIAL STATEMENTS

– (Continued)

Note 7 – Subsequent Events

In preparing the financial statements, Plan management has evaluated

events and transactions for potential recognition or disclosure

through June 23, 2023, the date the Plan’s financial statements are available to be issued and has determined no such subsequent

events

have occurred that would require adjustments to, or disclosures as stated herein.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

FORM 5500, SCHEDULE H, PART

IV,

LINE 4i SCHEDULE OF ASSETS

(HELD AT END OF YEAR)

(EIN: 11-3136595

Plan Number: 003)

DECEMBER 31, 2022

(a)

(b)

(c)

(d)

(e)

Identity of issue, borrower,

Description of Investment including maturity date, rate

lessor or similar party

of interest, collateral, par or maturity value

Cost (a)

Current Value

Money market/cash and cash equivalents:

Fidelity Investments

Government Money Market Fund

184,027

Common Stock Fund:

Henry Schein, Inc.

Common Stock

54,226,139

Common Collective Trust Funds:

Fidelity Investments

FRDM Index Target Date 2030 Commingled Pool Class T

105,674,709

T. Rowe Price

Stable Value

Common Trust Fund - Class P

83,063,715

Fidelity Investments

FRDM Index Target Date 2040 Commingled Pool Class T

77,601,969

Prudential

Core Plus Bond Fund

47,610,193

Fidelity Investments

FRDM Index Target Date 2050 Commingled Pool Class T

45,581,918

Fidelity Investments

FRDM Index Target Date 2020 Commingled Pool Class T

38,269,359

Fidelity Investments

FRDM Index Target Date 2035 Commingled Pool Class T

22,406,447

Fidelity Investments

FRDM Index Target Date 2025 Commingled Pool Class T

17,502,394

Fidelity Investments

FRDM Index Target Date 2060 Commingled Pool Class T

11,565,310

BlackRock

Strategic Completion Non-Lendable Fund M

11,294,425

Fidelity Investments

FRDM Index Target Date 2045 Commingled Pool Class T

11,260,976

Fidelity Investments

FRDM Index Target Date 2055 Commingled Pool Class T

9,099,323

Fidelity Investments

FRDM Index Target Date 2010 Commingled Pool Class T

6,392,480

Fidelity Investments

FRDM Index Target Date Income Commingled Pool Class T

3,728,408

Fidelity Investments

FRDM Index Target Date 2015 Commingled Pool Class T

2,636,531

Fidelity Investments

FRDM Index Target Date 2065 Commingled Pool Class T

992,167

Fidelity Investments

FRDM Index Target Date 2005 Commingled Pool Class T

275,737

Total common collective trust funds

494,956,061

Shares of registered investment companies:

Fidelity Investments

500 Index Fund

185,480,875

American Funds

Growth Fund of America Class R6

112,531,650

Dodge & Cox

Stock Fund

72,402,142

Vanguard

Total International Stock Index Fund

68,386,082

Vanguard

Total Bond Market Index Fund

62,587,372

Fidelity Investments

Extended Market Index Fund

43,931,004

Neuberger Berman

Genesis Fund Class R6

35,326,537

Fidelity Investments

Low Priced Stock K6 Fund

34,386,998

Fidelity Investments

Diversified International K6 Fund

32,353,865

Total value of registered

investment companies

647,386,525

Total Investments

1,196,752,752

Participant Loans

Fully secured loans with interest charges at current

-0-

17,578,320

commercial rates (current loans range from 4.25% to

9.00% maturing through September 5, 2031)

Funds are managed by an affiliate of Fidelity Management Trust Company, a party-in-interest as defined by ERISA.

A party-in-interest as defined by ERISA.

The cost of participant-directed investments is not required to be disclosed

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator

has duly caused this annual report to be

signed on its behalf by the undersigned hereunto duly authorized.

HENRY SCHEIN, INC. 401(k) SAVINGS

PLAN

Dated: June 23, 2023

/s/ Lorelei McGlynn

Lorelei McGlynn

Chairperson of the 401(k) Plan Administrative Committee