HENRY SCHEIN INC — Form 10-Q

Henry Schein restated and amended three executive compensation plans effective July 30, 2026: (1) Executive Severance Plan — provides cash severance (base salary continuation 1–2 years plus incentive multiples 1–2x average bonus), equity vesting acceleration, and COBRA continuation (up to 18 months) for executives terminated without Cause or for Good Reason; (2) Executive Change in Control Plan — provides severance multiples up to 3.0x (base + target bonus) plus immediate equity vesting and COBRA continuation upon termination within 2 years of a change-of-control event; and (3) Incentive Plan — governs annual cash bonus awards tied to company financial, functional, individual (MBO), and strategic scorecard goals, subject to clawback/recoupment for Cause, restatements, or competitive activity. No dollar amounts, participant counts, or cost estimates disclosed. Plans contain broad discretionary authority for the Compensation Committee and management, restrictive covenants (non-compete, non-solicit, non-disparagement), and recoupment rights.