Henry Schein Inc.

09/22/2026 | Press release | Distributed by Public on 09/22/2026 04:35

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

Fourth Amended and Restated Revolving Credit Facility

On September 21, 2026, the Company amended and restated its existing $1 billion revolving credit agreement, dated as of June 6, 2025, by and among the Company, the several lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, as syndication agent, and The Toronto-Dominion Bank, New York Branch, Bank of America, N.A., UniCredit Bank GMBH, New York Branch, the Bank of New York Mellon, ING Bank N.V., Dublin Branch, HSBC Bank USA, N.A. and MUFG Bank, Ltd., as co-documentation agents (the "Fourth Amended and Restated Revolving Credit Agreement"), to, among other things, increase the aggregate revolving credit commitments thereunder from $1 billion to $1.25 billion, extend the termination date to September 19, 2031 and modify certain financial definitions and covenants. The Company plans to use its amended and restated credit facility for working capital and general corporate purposes, including, but not limited to, capital expenditures, the repurchase of the Company's capital stock and permitted refinancing of existing debt, as well as for funding potential acquisitions.

The Fourth Amended and Restated 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. The Fourth Amended and Restated Revolving Credit Agreement also contains customary events of default, such as payment defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and other covenants related to the operation of the Company's business.

The above description of the Fourth Amended and Restated Revolving Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Fourth Amended and Restated Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

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