Henry Schein · Earnings release · 8-K Exhibit 99

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FOR IMMEDIATE RELEASE

HENRY SCHEIN REPORTS STRONG

SECOND QUARTER 2026 FINANCIAL RESULTS

●

●

●

Raises guidance for 2026 to the following: non-GAAP diluted EPS to $5.29 to $5.39, Adjusted EBITDA growth

to mid to high-single digits, and sales growth to 4.5% to 5.5%

MELVILLE,

N.Y.,

Henry Schein, Inc. (Nasdaq: HSIC), the world’s largest

provider of healthcare

solutions to office-based dental and medical practitioners, today reported financial results for the second quarter ended June

“We delivered

strong sales performance and margin improvement in the second quarter,

driven by sustained

momentum across our businesses and solid operational execution by the team. T1Internal local currency sales growth

accelerated compared to the first quarter, which, combined with strong gross margins

and the early benefits from our value

creation initiatives, drove strong earnings growth,” said Fred Lowery,

Chief Executive Officer of Henry Schein. “T2Our first-

half performance and the sustained momentum have positioned us to raise our FY2026 guidance.”

“T3Our value creation plans remain a top focus for our team, and we are on track to achieve our goals. As we sharpen

our focus, our priorities ahead are accelerating growth, simplifying our business, driving operational rigor,

and further

deepening our customer relationships,

all of which we believe will create sustainable shareholder value,” Mr.

Lowery added.

Second Quarter 2026 Financial Results

●

T4Total

net sales

for the quarter were $3.5 billion, an increase of 6.7% compared to the second quarter of 2025 and

reflects 4.6% internal sales growth, 0.7% sales growth from acquisitions, and a 1.4% increase resulting from foreign

currency exchange. Second quarter sales growth is detailed in Exhibit A

1

.

●

Global Distribution and Value

-Added Services sales

for the quarter increased 6.6%, and reflects 4.5% internal

sales growth, 0.6% sales growth from acquisitions, and a 1.5% increase resulting from foreign currency exchange

compared with the second quarter of 2025. The main components are:

●

Global Dental Distribution merchandise sales

for the quarter increased 9.7%, and by 5.9% internal sales

growth, compared with the second quarter of 2025.

●

Global Dental Distribution equipment sales

for the quarter increased 3.8%, and by 2.2% internal sales

growth, compared with the second quarter of 2025.

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●

Global Medical Distribution sales

for the quarter increased 4.0%, and by 3.9% internal sales growth,

compared with the second quarter of 2025.

●

Global Value

-Added Services sales

for the

quarter increased 5.1%, and by 3.7% internal sales growth,

compared with the second quarter of 2025.

●

Global Specialty Products sales

for the quarter increased 8.7%, and reflects 3.2% internal sales growth, 3.4% sales

growth from acquisitions, and a 2.1% increase resulting from foreign currency exchange, compared with the second

●

Global Technology

sales

for the quarter increased 8.2%, and reflects 9.1% internal sales growth,1.3% sales decrease

due to a business disposal, and a 0.4% increase resulting from foreign currency exchange, compared with the second

●

GAAP net income

2

for the quarter was $94 million, or $0.82 per diluted share

4

, and compares with second-quarter

2025 GAAP net income of $86 million, or $0.70 per diluted share.

●

Non-GAAP net income

2

for the quarter was $145 million, or $1.27

per diluted share

4

, and compares with second-

quarter 2025 non-GAAP net income of $135 million, or $1.10 per diluted share.

●

Adjusted EBITDA

3

for the quarter was $288 million and compares with second-quarter 2025 Adjusted EBITDA of

Year

-to-Date Financial Results

●

Total

net sales

for the first half of 2026 were $6.8 billion, an increase of 6.5% compared to the first half of 2025 and

reflects 3.6% internal sales growth, 0.7% sales growth from acquisitions, and a 2.2% increase resulting from foreign

currency exchange. Year

-to-date sales growth is detailed in Exhibit A

1

.

●

GAAP net income

2

for the first half of 2026 was $201 million, or $1.74 per diluted share

4

, and compares with

GAAP net income for the first half of 2025 of $196 million, or $1.58 per diluted share.

●

Non-GAAP net income

2

per diluted share

4

, and compares with

non-GAAP net income for the first half of 2025 of $278 million, or $2.25 per diluted share.

●

Adjusted EBITDA

3

for the first half of 2026 was $577 million, and compares with Adjusted EBITDA for the first

Share Repurchases

T5During the second quarter of 2026, the Company repurchased approximately 2.6 million shares of common stock at

an average price of $76.69 per share for a total of $200 million.

For the year-to-date, the Company repurchased approximately 4.2 million shares of common stock at an average

price of $77.05 per share for a total of $325 million.

At the end of the quarter, Henry Schein had $455 million authorized and available for

future stock repurchases.

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Henry Schein today raised its financial guidance for 2026. Guidance is for current continuing operations and does not

include the impact of restructuring expenses and related costs, amortization expense of acquired intangible assets, the

impairment of intangible assets, changes in contingent consideration, select implementation-related costs supporting value

creation initiatives, and litigation settlements. This guidance also assumes that foreign currency exchange rates remain

generally consistent with current levels.

The Company’s FY2026 guidance does not include any

remeasurement gains for the remainder of 2026, or any

future benefits from tariff refunds.

In summary, the change in financial guidance is as follows:

Updated

Guidance

Prior

Guidance

4

2026 Adjusted EBITDA growth

Mid to high-

single-digits

Mid-single-digits

Adjustments to 2026 GAAP Net Income and Diluted EPS

The Company is providing guidance for 2026 diluted EPS and for 2026 Adjusted EBITDA on a non-GAAP basis, as

noted above. The Company is not providing a reconciliation of its 2026 non-GAAP diluted EPS guidance to its projected

2026 diluted EPS prepared on a GAAP basis, or its 2026 Adjusted EBITDA guidance to net income prepared on a GAAP

basis. This is because the Company is unable to provide without unreasonable effort an estimate of restructuring expenses

and related or similar costs, including its ongoing value creation initiatives, and the corresponding tax effect, which will

be

included in the Company’s 2026 diluted EPS and

net income, prepared on a GAAP basis. The inability to provide this

reconciliation is due to the uncertainty and inherent difficulty of predicting the occurrence, magnitude,

financial impact and

timing of related costs.

Management does not believe these items are representative of the Company’s

underlying business performance. For

the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be

material to future results.

Second-Quarter 2026 Conference Call Webcast

The Company will hold a conference call to discuss second-quarter 2026 financial results today,

a.m. Eastern time. Individual investors are invited to listen to the conference call through Henry Schein’s

website by visiting

https://investor.henryschein.com/webcasts. In addition,

a replay will be available beginning shortly after the call has ended

for a period of one week.

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The Company will be posting slides that provide a summary of its second-quarter 2026 financial results on its

website at https://investor.henryschein.com/financials/quarterly

-results/

About Henry Schein, Inc.

Henry Schein, Inc. (Nasdaq: HSIC) is a products, services, and technology platforms company for healthcare

customers.

Schein Members worldwide, the Company's network of trusted advisors provides

more than 1 million customers globally with more than 300 valued solutions that help improve operational success and

clinical outcomes. Our Business, Clinical, Technology

and Supply Chain solutions help office-based dental and medical

practitioners work more efficiently so they can provide quality care more effectively.

These solutions also support dental

laboratories, government and institutional healthcare clinics, as well as other alternate care sites.

Henry Schein operates through a centralized and automated distribution network, with a selection of more than

300,000 branded products and Henry Schein corporate brand products in our main distribution centers.

A FORTUNE 500 Company and a member of the S&P 500®

index, Henry Schein is headquartered in Melville,

N.Y.,

and has operations or affiliates in 34 countries and territories. The Company's sales reached $13.2 billion in 2025,

and

have grown at a compound annual rate of approximately 11.0 percent since Henry Schein became a public

For more information, visit Henry Schein at www.henryschein.com

, Facebook.com/HenrySchein,

Instagram.com/HenrySchein,

and @HenrySchein on X.

Cautionary Note Regarding Forward-Looking Statements and Use of Non-GAAP Financial Information

In accordance with the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995, we provide the

following cautionary remarks regarding important factors that, among others, could cause future results to differ materially from the

forward-looking statements, expectations and assumptions expressed or implied herein. All forward-looking statements made by us are

subject to risks and uncertainties and are not guarantees of future performance. These forward-looking statements involve known and

unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements or industry results

to be

materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

These statements include total sales growth, EPS and Adjusted EBITDA guidance and are generally identified by the use of such

terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make”, or other

comparable terms. A fuller discussion of our operations, financial condition and status of litigation matters, including factors that may

affect our business and future prospects, is contained in documents we file with the United States Securities and Exchange Commission,

or SEC, including our Annual Report on Form 10-K, and will be contained in subsequent periodic filings we make with the SEC. These

documents identify in detail important risk factors that could cause our actual performance to differ materially from current expectations.

Risk factors and uncertainties that could cause actual results to differ materially from current and historical results include, but

are not limited to: our dependence on third parties for the manufacture and supply of our products and where we manufacture products,

our dependence on third parties for raw materials or purchased components; risks relating to the achievement of our strategic growth

objectives, including anticipated results of restructuring and value creation initiatives; risks related to the Strategic Partnership Agreement

with KKR Hawaii Aggregator L.P. entered into in January 2025; transitions in senior company leadership (including, without limitation,

the transition to our new Chief Executive Officer); our ability to develop or acquire and maintain and protect new products (particularly

technology and specialty products) and services and utilize new technologies that achieve market acceptance with acceptable margins;

transitional challenges associated with acquisitions and joint ventures, including the failure to achieve anticipated

synergies/benefits, as

well as significant demands on our operations, information systems, legal, regulatory, compliance, financial and human resources

functions in connection with acquisitions, dispositions and joint ventures; certain provisions in our governing documents that may

discourage third-party acquisitions of us; adverse changes in supplier rebates or other purchasing incentives; risks related

to the sale of

corporate brand products; risks related to activist investors; security risks associated with our information systems and technology

products and services, such as cyberattacks or other privacy or data security breaches (including the October 2023 incident); effects of a

highly competitive (including, without limitation, competition from third-party online commerce sites) and consolidating

market;

political, economic, and regulatory influences on the health care industry; risks from expansion of customer purchasing power

and multi-

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tiered costing structures; increases in shipping costs for our products or other service issues with our third-party shippers, and increases in

fuel and energy costs; changes in laws and policies governing manufacturing, development and investment in territories and countries

where we do business; general global and domestic macro-economic and political conditions, including inflation, deflation, recession,

unemployment (and corresponding increase in under-insured populations), consumer confidence, sovereign debt levels, fluctuations in

energy pricing and the value of the U.S. dollar as compared to foreign currencies and changes to other economic indicators; failure to

comply with existing and future regulatory requirements, including relating to health care; risks associated with the EU Medical Device

Regulation; failure to comply with laws and regulations relating to health care fraud or other laws and regulations; failure to comply with

laws and regulations relating to the collection, storage and processing of sensitive personal information or standards in electronic health

records or transmissions; changes in tax legislation, changes in tax rates and availability of certain tax deductions; risks related to product

liability, intellectual property and other claims; risks associated with customs policies or legislative import restrictions; risks associated

with disease outbreaks, epidemics, pandemics (such as the COVID-19 pandemic), or similar wide-spread public health concerns and other

natural or man-made disasters; risks associated with our global operations; the threat or outbreak of war (including, without limitation,

geopolitical wars), terrorism or public unrest (including, without limitation, the wars in Ukraine and Iran, the Israel-Gaza war and other

unrest and threats in the Middle East and the possibility of a wider European or global conflict); changes to laws

and policies governing

foreign trade, tariffs and sanctions or greater restrictions on imports and exports, including T6changes to international trade agreements and

the current imposition of (and the potential for additional) tariffs by the U.S. on numerous countries and retaliatory tariffs; supply chain

disruption; litigation risks; new or unanticipated litigation

developments and the status of litigation matters; our dependence on our senior

management, employee hiring and retention, increases in labor costs or health care costs, and our relationships with customers, suppliers

and manufacturers; and disruptions in financial markets. The order in which these factors appear should not be construed to indicate their

relative importance or priority.

We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control or predict.

Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results. We undertake

no duty and have no obligation to update forward-looking statements except as required by law.

Included within the press release are non-GAAP financial measures that supplement the Company’s Consolidated Statements of

Income prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s

actual results prepared under GAAP to exclude certain items. In the schedule attached to the press release, the non-GAAP

measures have

been reconciled to and should be considered together with the Consolidated Statements of Income. Management believes that non-GAAP

financial measures provide investors with useful supplemental information about the financial performance of our business, enable

comparison of financial results between periods where certain items may vary independent of business performance and allow for greater

transparency with respect to key metrics used by management in operating our business. The impact of certain items that are excluded

include integration and restructuring costs, amortization of acquisition-related assets, the insurance claim recovery associated

with the

cybersecurity incident, changes in contingent consideration, costs associated with shareholder advisory matters and select value creation

consulting costs, and litigation settlements because the amount and timing of such charges are significantly impacted by the timing, size,

number and nature of the acquisitions we consummate and occur on an unpredictable basis. These non-GAAP financial measures are

presented solely for informational and comparative purposes and should not be regarded as a replacement for corresponding, similarly

captioned, GAAP measures.

1

See Exhibit A for details of sales growth. Internal sales growth is calculated from total net sales using constant foreign

currency exchange rates and excludes sales from acquisitions.

2

See Exhibit B for a reconciliation of GAAP net income and diluted EPS to non-GAAP net income and diluted EPS.

3

See Exhibit C for a reconciliation of GAAP net income to Adjusted EBITDA.

4

References to diluted EPS refer to diluted EPS attributable to Henry Schein, Inc.

CONTACTS:

Investors

Ronald N. South

Senior Vice President and Chief Financial Officer

ronald.south@henryschein.com

Graham Stanley

Vice President, Investor Relations and Strategic Financial Project

Officer

graham.stanley@henryschein.com

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Media

Tim Vassilakos

Vice President,

Global Corporate Communications

timothy.vassilakos@henryschein.com

(TABLES TO

FOLLOW)

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HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF INCOME

(in millions, except share and per share data)

(unaudited)

Three Months Ended

Six Months Ended

Net sales

$

$

$

$

Cost of sales

Gross profit

Operating expenses:

Selling, general and administrative

Depreciation and amortization

Restructuring and related costs

Operating income

Other income (expense):

Interest income

8

9

Interest expense

Other, net

1

(1)

1

(2)

Income before taxes, equity in earnings of affiliates and

noncontrolling interests

Income taxes

Equity in earnings (loss) of affiliates, net of tax

(1)

4

(1)

7

Net income

Less: Net income attributable to noncontrolling interests

(8)

(8)

Net income attributable to Henry Schein, Inc.

$

$

$

$

Earnings per share attributable to Henry Schein, Inc.:

Basic

$

$

$

$

Diluted

$

$

$

$

Weighted-average common shares

outstanding:

Basic

Diluted

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HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

$

Accounts receivable, net of allowance for credit losses of $97 and $90

Inventories, net

Prepaid expenses and other

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Goodwill

Other intangibles, net

Investments and other

Total assets

$

$

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND

STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

$

Bank credit lines

Current maturities of long-term debt

Operating lease liabilities

Accrued expenses:

Payroll and related

Taxes

Other

Total current liabilities

Long-term debt

Deferred income taxes

Operating lease liabilities

Other liabilities

Total liabilities

Redeemable noncontrolling interests

Commitments and contingencies

Stockholders' equity:

none outstanding

-

-

1

1

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total Henry Schein, Inc. stockholders' equity

Noncontrolling interests

Total stockholders' equity

Total liabilities, redeemable noncontrolling interests

and stockholders' equity

$

$

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HENRY SCHEIN, INC.

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(in millions)/(unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net income

$

$

$

$

Adjustments to reconcile net income to net cash

provided by operating activities:

Depreciation and amortization

Impairment charge on intangible assets

-

-

-

1

Non-cash restructuring charges

2

2

4

3

Stock-based compensation expense

Provision for losses on trade and other accounts receivable

2

3

8

5

Benefit from deferred income taxes

-

(8)

(7)

Equity in (earnings) losses of affiliates

1

(4)

1

(7)

Distributions from equity affiliates

1

6

4

8

Changes in unrecognized tax benefits

(3)

(3)

(4)

(1)

Other

6

(4)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

Inventories

Other current assets

4

Accounts payable and accrued expenses

Net cash provided by operating activities

Cash flows from investing activities:

Purchases of property and equipment

Payments related to equity investments and business acquisitions,

net of cash acquired

(6)

Proceeds from loan to affiliate

1

2

2

2

Capitalized software costs

Other

(4)

(9)

Net cash used in investing activities

Cash flows from financing activities:

Net change in bank credit lines

Proceeds from issuance of long-term debt

Principal payments for long-term debt

(6)

Debt issuance costs

-

(2)

-

(2)

Proceeds from issuance of stock upon exercise of stock options

1

-

2

1

Payments for repurchases and retirement of common stock

Issuance of common stock

-

-

Payments for taxes related to shares withheld for employee taxes

(3)

(2)

Distributions to noncontrolling shareholders

(6)

Payments for contingent consideration

(4)

(7)

(4)

Acquisitions of noncontrolling interests in subsidiaries

(4)

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

Net change in cash and cash equivalents

1

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

$

$

$

$

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Exhibit A - Second Quarter Sales

Henry Schein, Inc.

Sales Summary

(in millions)

(unaudited)

Constant Currency

Growth

Local

Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added

Services

Merchandise

$

$

Equipment

Value-Added Services

Total Dental

Medical

Total U.S. Distribution and Value

-Added

Services

International Distribution and Value-

Added Services

Merchandise

Equipment

Value-Added Services

7

Total Dental

Medical

Total International Distribution

and

Value-Added Services

Global Distribution and Value-Added

Services

Global Merchandise

Global Equipment

Global Value-Added

Services

Global Dental

Global Medical

Total Global Distribution and Value-

Added Services

Global Specialty Products

Global Technology

Eliminations

n/a

n/a

n/a

n/a

n/a

Total Global

$

$

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Exhibit A - Year-to-Date

Sales

Henry Schein, Inc.

-to-Date

Sales Summary

(in millions)

(unaudited)

-to-Date

Constant Currency

Growth

Local

Internal

Growth

Acquisition

Growth

Total

Constant

Currency

Growth

Foreign

Exchange

Impact

Total Sales

Growth

U.S. Distribution and Value-Added

Services

Merchandise

$

$

Equipment

Value-Added Services

Total Dental

Medical

Total U.S. Distribution and Value

-Added

Services

International Distribution and Value-

Added Services

Merchandise

Equipment

Value-Added Services

Total Dental

Medical

Total International Distribution

and

Value-Added Services

Global Distribution and Value-Added

Services

Global Merchandise

Global Equipment

Global Value-Added

Services

Global Dental

Global Medical

Total Global Distribution and Value-

Added Services

Global Specialty Products

Global Technology

Eliminations

n/a

n/a

n/a

n/a

n/a

Total Global

$

$

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Exhibit B

Henry Schein, Inc.

2026 Second Quarter and Year-to-Date

Reconciliation of reported GAAP net income and diluted EPS attributable to Henry Schein, Inc.

to non-GAAP net income and diluted EPS attributable to Henry Schein, Inc.

(in millions, except per share data)

(unaudited)

Second Quarter

Year-to-Date

%

%

Growth

Growth

Net income attributable to Henry Schein, Inc.

$

$

%

$

$

%

Diluted EPS attributable to Henry Schein, Inc.

$

$

%

$

$

%

Non-GAAP Adjustments, net of tax and attribution to

noncontrolling interests

Restructuring and related costs (1)

$

$

$

$

Acquisition intangible amortization (2)

Cyber incident-insurance proceeds, net of third-party advisory

expenses (3)

-

-

-

Change in contingent consideration (4)

(1)

-

-

(2)

Costs associated with shareholder advisory matters and select

implementation related value creation consulting costs (5)

4

5

Litigation settlements (6)

-

1

-

1

Non-GAAP adjustments to net income

$

$

$

$

Non-GAAP net income attributable to Henry Schein, Inc.

$

$

%

$

$

%

Non-GAAP diluted EPS attributable to Henry Schein, Inc.

$

$

%

$

$

%

Management believes that non-GAAP financial measures provide investors with useful supplemental information about the financial

performance of our business, enable comparison of financial results between periods where certain items may vary independent of

business performance and allow for greater transparency with respect to key metrics used by management in operating our business.

These non-GAAP financial measures are presented solely for informational and comparative purposes and should not be regarded as a

replacement for corresponding, similarly captioned, GAAP measures.

Net income growth rates are based on actual values and may not

recalculate due to rounding.

Amounts may not sum due to rounding.

(1)

Restructuring and Related Costs

The following table presents details of our restructuring and related costs:

Second Quarter

Year

-to-Date

Restructuring and related costs - pre-tax, as reported

$

$

$

$

Income tax benefit

(7)

(5)

Amount attributable to noncontrolling interests

(2)

(2)

(3)

(3)

Restructuring and related costs, net

$

$

$

$

more

(2)

Acquisition Intangible Amortization

The following table presents details of amortization of acquired intangible assets:

Second Quarter

Year

-to-Date

Acquisition intangible amortization - pre-tax, as reported

$

$

$

$

Income tax benefit

Amount attributable to noncontrolling interests

(6)

(6)

Acquisition intangible amortization, net

$

$

$

$

(3)

Represents cyber insurance proceeds, net of one time professional and other fees related to remediation of our Q4 2023

cyber incident.

During Q1 2025, we received insurance proceeds of $20 million ($15 million, net of taxes) under this

policy representing the remaining insurance recovery of losses related to the cyber incident.

(4)

Represents a change in the fair value of contingent consideration of $2 million ($1 million, net of taxes) and $1 million

($0 million, net of taxes) recorded during Q2 2026 and YTD 2026, respectively, and $2 million ($2 million, net of

(5)

Represents costs associated with shareholder advisory matters and select value creation consulting costs

of $6 million

($4 million, net of taxes) and $19 million ($14 million, net of taxes) recorded during Q2 2026 and YTD 2026,

respectively, and $6 million ($5 million, net of taxes) and $14 million ($11 million, net of taxes) recorded during Q2

(6)

Represents settlement amounts for litigation at one of our businesses during Q2 2025 and YTD 2025.

###

Exhibit C

Henry Schein, Inc.

2026 Second Quarter and Year-to-Date

Reconciliation of reported GAAP net income to Adjusted EBITDA

(in millions)

(unaudited)

Second Quarter

Year-to-Date

Net income attributable to Henry Schein, Inc. (GAAP)

$

$

$

$

Net income attributable to noncontrolling interests

8

8

Net income (GAAP)

Definitional adjustments:

Interest income

(8)

(9)

Interest expense

Income taxes

Depreciation and amortization

Non-GAAP adjustments:

Restructuring and related costs

Cyber incident-insurance proceeds, net of third-party advisory expenses

-

-

-

Impairment of intangible assets

-

-

-

1

Change in contingent consideration

(2)

-

(1)

(2)

Costs associated with shareholder advisory matters and select implementation related value

creation consulting costs

6

6

Litigation settlements

-

1

-

1

Other adjustments:

Equity in earnings of affiliates, net of tax

1

(4)

1

(7)

Adjusted EBITDA (non-GAAP)

$

$

$

$

Adjusted EBITDA is a non-GAAP measure that we calculate in the manner reflected on Exhibit C.

We define Adjusted EBITDA as net

income, excluding (i) net income attributable to noncontrolling interests, (ii) interest income and expense, (iii) income

taxes, (iv)

depreciation and amortization, (v) restructuring and related costs, (vi) cyber incident-insurance proceeds, net of third-party advisory

expenses, (vii) impairment of intangible assets, (viii) change in contingent consideration, (ix) costs associated with shareholder advisory

matters and select implementation related value creation consulting costs, (x) litigation settlements, and (xi) equity in earnings of

affiliates, net of tax.

Amounts may not sum due to rounding.