KKR North America XIII S.a r.l. 4
4 · HENRY SCHEIN INC · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
Henry Schein (HSIC) 10% Owner KKR Acquires 918,723-Share Swap
What Happened
- KKR Hawaii Aggregator L.P. (a reported 10% owner) entered into a total return swap that on March 6, 2026 was set to cover 918,723 notional shares of Henry Schein (HSIC). The notional price was fixed at $80.55 per share, implying an economic exposure of roughly $74.0 million. This filing reports an "other acquisition" (derivative) — KKR has the right to receive those shares from the counterparty, but the shares are not directly held by KKR at the time of the filing.
Key Details
- Transaction date: March 6, 2026 (initial hedge period completed and notional share count set).
- Notional shares and price: 918,723 shares at $80.55 per share (notional value ≈ $74.0M).
- Transaction type: Derivative (total return swap) reported as an "other acquisition" (code J); no direct purchase of shares on the market.
- Ownership after transaction: No direct shares reported — KKR holds contractual/economic exposure to 918,723 shares via the swap; settlement would result in direct ownership if/when the counterparty delivers shares.
- Footnotes: Swap entered Feb 26, 2026; March 6 completed initial hedge and fixed notional amount. Multi-tier KKR entity structure is disclosed; reporting persons disclaim beneficial ownership except for pecuniary interest.
- Filing timeliness: Report filed March 10, 2026 for a March 6 transaction (filed within the SEC’s standard 2 business‑day window).
Context
- This is an institutional derivative position (total return swap), not an executive buying or selling stock. Such swaps provide economic exposure to share performance without immediate direct ownership and can be used for hedging or investment purposes. The filing documents the contractual right to receive up to 918,723 shares but does not by itself indicate KKR has taken direct ownership.
Insider Transaction Report
Form 4
HENRY SCHEIN INCHSIC
KKR Hawaii Aggregator L.P.
10% Owner
Transactions
- OtherSwap
Equity Swap (obligation to purchase)
[F1][F2][F3][F4]2026-03-06+918,723→ 918,723 total(indirect: See Footnotes)From: 2025-03-09Exp: 2027-07-16→ Common Stock (918,723 underlying)
Footnotes (4)
- [F1]On February 26, 2026, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On March 6, 2026, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 918,723 shares of Common Stock and the notional price per share was determined to be $80.55.
- [F2]Pursuant to the Swap, KKR Hawaii Aggregator L.P. has the right to acquire, and the counterparty has the obligation to deliver to KKR Hawaii Aggregator L.P., an aggregate of 918,723 shares of Common Stock. Upon such acquisition and settlement of shares of Common Stock, such shares of Common Stock would be directly held by KKR Hawaii Aggregator L.P. KKR Hawaii Aggregator GP LLC is the general partner of KKR Hawaii Aggregator L.P. KKR North America Fund XIII SCSp is the sole member of KKR Hawaii Aggregator GP LLC. KKR Associates North America XIII SCSp is the general partner of KKR North America Fund XIII SCSp. KKR North America XIII S.a r.l. is the general partner of KKR Associates North America XIII SCSp. KKR North America XIII Holdings Limited is the sole shareholder of KKR North America XIII S.a r.l.
- [F3]KKR Group Partnership L.P. is the sole shareholder of KKR North America XIII Holdings Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
- [F4]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Signature
See Exhibit 99.1|2026-03-10