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SCHEDULE 13D/A 0001140361-25-009053 0002060445 XXXXXXXX LIVE 2 Common Stock, par value $0.01 per share 05/14/2025 false 0001000228 806407102 HENRY SCHEIN INC 135 Duryea Road Melville NY 11747 Christopher Lee, Esq. (212) 750-8300 Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York NY 10001 0002060445 KKR Hawaii Aggregator L.P. OO DE 15263662 0 15263662 0 15263662 N 12.2 PN Y KKR Hawaii Aggregator GP LLC OO DE 15263662 0 15263662 0 15263662 N 12.2 OO Y KKR North America Fund XIII SCSp OO N4 15263662 0 15263662 0 15263662 N 12.2 PN Y KKR Associates North America XIII SCSp OO N4 15263662 0 15263662 0 15263662 N 12.2 PN Y KKR North America XIII S.a r.l. OO N4 15263662 0 15263662 0 15263662 N 12.2 OO Y KKR North America XIII Holdings Limited OO E9 15263662 0 15263662 0 15263662 N 12.2 CO Y MH Sub I, LLC OO DE 388370 0 388370 0 388370 N 0.3 OO Y Indigo Intermediate Co II, LLC OO DE 388370 0 388370 0 388370 N 0.3 OO Y IB Aggregator II L.P. OO DE 388370 0 388370 0 388370 N 0.3 PN Y KKR Indigo Aggregator III GP LLC OO DE 388370 0 388370 0 388370 N 0.3 OO Y KKR Americas Fund XII (Indigo) L.P. OO DE 388370 0 388370 0 388370 N 0.3 PN Y KKR Associates Americas XII AIV L.P. OO DE 388370 0 388370 0 388370 N 0.3 PN Y KKR Americas XII AIV GP LLC OO DE 388370 0 388370 0 388370 N 0.3 OO Y KKR Group Partnership L.P. OO E9 15652032 0 15652032 0 15652032 N 12.5 PN Y KKR Group Holdings Corp. OO DE 15652032 0 15652032 0 15652032 N 12.5 CO Y KKR Group Co. Inc. OO DE 15652032 0 15652032 0 15652032 N 12.5 CO Y KKR & Co. Inc. OO DE 15652032 0 15652032 0 15652032 N 12.5 CO Y KKR Management LLP OO DE 15652032 0 15652032 0 15652032 N 12.5 PN Y Henry R. Kravis OO X1 0 15652032 0 15652032 15652032 N 12.5 IN Y George R. Roberts OO X1 0 15652032 0 15652032 15652032 N 12.5 IN Common Stock, par value $0.01 per share HENRY SCHEIN INC 135 Duryea Road Melville NY 11747 This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D, originally filed with the Securities and Exchange Commission on March 17, 2025, as amended by Amendment No. 1 to Schedule 13D filed on May 6, 2025 (as so amended, the "Schedule 13D"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Henry Schein, Inc. (the "Issuer"), a Delaware corporation. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Tarheel Investors II L.P., an affiliate of the Reporting Persons, transferred to KKR Hawaii Aggregator L.P. 350,166 shares of Common Stock that Tarheel Investors II L.P. acquired on May 16, 2025, upon the satisfaction of certain conditions, pursuant to physical settlement of the Swap at an effective purchase price of approximately $77.06 per share. On May 16, 2025, upon the satisfaction of certain conditions, the Issuer issued and sold the Private Placement Shares to KKR Hawaii Aggregator L.P. pursuant to the terms of the Investment set forth in the previously disclosed Partnership Agreement. The source of funds used to acquire each of the reported shares of Common Stock pursuant to the Swap and the Investment was capital contributions of the Reporting Persons and/or their respective partners, members and other affiliates. The fourth paragraph of Item 4 is hereby amended and restated as follows: Pursuant to the terms of the Partnership Agreement, William K. "Dan" Daniel, an executive advisor for Kohlberg Kravis Roberts & Co. L.P. or one or more of its affiliates, was appointed to the Issuer's board of directors (the "Board") as a designee of KKR Hawaii Aggregator L.P., effective May 16, 2025. As a director, he may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows: The response of the Reporting Persons to rows 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference herein. The Reporting Persons beneficially own an aggregate of 15,652,032 shares of Common Stock, representing approximately 12.5% of the outstanding shares of Common Stock of the Issuer. The Reporting Persons' beneficial ownership consists of: (i) 15,263,662 shares of Common Stock held directly by KKR Hawaii Aggregator L.P., and (ii) 388,370 shares of Common Stock held directly by MH Sub I, LLC. Calculations of the Common Stock beneficially owned are based on an aggregate of 121,719,546 shares of Common Stock outstanding as of April 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2025, plus 3,285,152 shares of Common Stock issued in connection with the Investment. KKR Hawaii Aggregator GP LLC (as the general partner of KKR Hawaii Aggregator L.P.), KKR North America Fund XIII SCSp (as the sole member of KKR Hawaii Aggregator GP LLC), KKR Associates North America XIII SCSp (as the general partner of KKR North America Fund XIII SCSp), KKR North America XIII S.a r.l. (as the general partner of KKR Associates North America XIII SCSp), KKR North America XIII Holdings Limited (as the sole shareholder of KKR North America XIII S.a r.l.), KKR Group Partnership L.P. (as the sole shareholder of KKR North America XIII Holdings Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein as being held directly by KKR Hawaii Aggregator L.P. Indigo Intermediate Co II, LLC (as the sole member of MH Sub I, LLC), IB Aggregator II L.P. (as the sole member of Indigo Intermediate Co II, LLC, KKR Indigo Aggregator III GP LLC (as the controlling general partner of IB Aggregator II L.P.), KKR Americas Fund XII (Indigo) L.P. (as the sole member of KKR Indigo Aggregator III GP LLC), KKR Associates Americas XII AIV L.P. (as the general partner of KKR Americas Fund XII (Indigo) L.P.), KKR Americas XII AIV GP LLC (as the general partner of KKR Associates Americas XII AIV L.P.), KKR Group Partnership L.P. (as the sole member of KKR Americas XII AIV GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein as being held directly by MH Sub I, LLC as a result of such sole member, controlling general partner, general partner, sole shareholder, preferred stockholder or founding partner relationship, as applicable, but each disclaims beneficial ownership of such securities. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D. To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any Common Stock. The response of the Reporting Persons to rows 7 through 10 on the cover pages of this Schedule 13D are incorporated by reference herein. See Item 5(a) above. Item 3 hereof, which is incorporated herein by reference, sets forth all transactions with respect to the shares of Common Stock effected since the most recent filing on Schedule 13D on May 6, 2025 by any of the Reporting Persons. Except as otherwise set forth herein, no Reporting Person, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2, has engaged in any transaction in Common Stock since the most recent filing on Schedule 13D on May 6, 2025. KKR Hawaii Aggregator L.P. /s/ Christopher Lee Christopher Lee, Assistant Secretary, KKR Hawaii Aggregator GP LLC, its general partner 05/16/2025 KKR Hawaii Aggregator GP LLC /s/ Christopher Lee Christopher Lee, Assistant Secretary 05/16/2025 KKR North America Fund XIII SCSp /s/ Christopher Lee Christopher Lee, Authorized Signatory, KKR North America XIII S.a r.l., GP of KKR Associates North America XIII SCSp, its general partner 05/16/2025 KKR Associates North America XIII SCSp /s/ Christopher Lee Christopher Lee, Authorized Signatory, KKR North America XIII S.a r.l., its general partner 05/16/2025 KKR North America XIII S.a r.l. /s/ Christopher Lee Christopher Lee, Authorized Signatory 05/16/2025 KKR North America XIII Holdings Limited /s/ Christopher Lee Christopher Lee, Assistant Secretary 05/16/2025 MH Sub I, LLC /s/ B. Lynn Walsh B. Lynn Walsh, Secretary 05/16/2025 Indigo Intermediate Co II, LLC /s/ B. Lynn Walsh B. Lynn Walsh, Secretary 05/16/2025 IB Aggregator II L.P. /s/ Christopher Lee Christopher Lee, Assistant Secretary, KKR Indigo Aggregator III GP LLC, its controlling general partner 05/16/2025 KKR Indigo Aggregator III GP LLC /s/ Christopher Lee Christopher Lee, Assistant Secretary 05/16/2025 KKR Americas Fund XII (Indigo) L.P. /s/ Christopher Lee Christopher Lee, Assistant Secretary, KKR Americas XII AIV GP LLC, GP of KKR Associates Americas XII AIV L.P., its general partner 05/16/2025 KKR Associates Americas XII AIV L.P. /s/ Christopher Lee Christopher Lee, Assistant Secretary, KKR Americas XII AIV GP LLC, its general partner 05/16/2025 KKR Americas XII AIV GP LLC /s/ Christopher Lee Christopher Lee, Assistant Secretary 05/16/2025 KKR Group Partnership L.P. /s/ Christopher Lee Christopher Lee, Secretary, KKR Group Holdings Corp., its general partner 05/16/2025 KKR Group Holdings Corp. /s/ Christopher Lee Christopher Lee, Secretary 05/16/2025 KKR Group Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 05/16/2025 KKR & Co. Inc. /s/ Christopher Lee Christopher Lee, Secretary 05/16/2025 KKR Management LLP /s/ Christopher Lee Christopher Lee, Assistant Secretary 05/16/2025 Henry R. Kravis /s/ Christopher Lee Christopher Lee, Attorney-in-fact 05/16/2025 George R. Roberts /s/ Christopher Lee Christopher Lee, Attorney-in-fact 05/16/2025