Note 17 – Commitments and Contingencies

Purchase Commitments

In our Global Distribution and Value-Added Services business, we sometimes enter into long-term purchase

commitments to ensure the availability of products for distribution.

Future minimum annual payments for

inventory purchase commitments as of December 27, 2025 were:

2026

2027

2028

2029

2030

Thereafter

Total minimum

inventory purchase commitment payments

Employment, Consulting and Non-Compete Agreements

We have employment, consulting and non-compete agreements that have varying base aggregate annual payments

for the years 2026 through 2030 and thereafter of approximately $

million, $

million, and $

million, respectively.

We also have lifetime consulting agreements that provide for current

compensation of

four-hundred thousand

dollars per year, with small scheduled increases every fifth year with the

next increase in 2027.

In addition, some agreements have provisions for additional

incentives and compensation.

Legal Proceedings

Henry Schein, Inc. was named as a defendant in multiple opioid related

lawsuits (currently less than ten (

); one or

more of Henry Schein, Inc.’s subsidiaries was also named as a defendant in a number of those cases).

Generally,

the lawsuits allege that the manufacturers of prescription opioid drugs

engaged in a false advertising campaign to

expand the market for such drugs and their own market share and that

the entities in the supply chain (including

Henry Schein, Inc. and its subsidiaries) reaped financial rewards by refusing

or otherwise failing to monitor

appropriately and restrict the improper distribution of those drugs.

The actions that remain have been consolidated

within the MultiDistrict Litigation (“MDL”) proceeding In Re National

Prescription Opiate Litigation (MDL No.

2804; Case No. 17-md-2804) and are currently stayed.

Of Henry Schein’s 2025 net sales of approximately $

13.2

billion, sales of opioids represented less than

four

-tenths of 1 percent.

Opioids represent a negligible part of our

business.

We intend to defend ourselves vigorously against these actions.

From time to time, we may become a party to other legal proceedings,

including, without limitation, product

liability claims, employment matters, commercial disputes, governmental

inquiries and investigations (which may

in some cases involve our entering into settlement arrangements or consent

decrees), and other matters arising out

of the ordinary course of our business.

While the results of any legal proceeding cannot be predicted with certainty,

in our opinion none of these other pending matters are currently

anticipated to have a material adverse effect on our

consolidated financial position, liquidity or results of operations.

As of December 27, 2025, we had accrued our best estimate of potential

losses relating to claims that were probable

to result in liability and for which we were able to reasonably estimate

a loss.

This accrued amount, as well as

related expenses, was not material to our financial position, results of operations

or cash flows.

Our method for

determining estimated losses considers currently available

facts, presently enacted laws and regulations and other

factors, including probable recoveries from third parties.

Historical Timeline

Fiscal Year	Filed
2025	Feb 24, 2026	Showing above
2024	Feb 25, 2025

2023	Feb 28, 2024

2022	Feb 21, 2023

2021	Feb 15, 2022

2020	Feb 17, 2021

2019	Feb 20, 2020

2018	Feb 21, 2018

2016	Feb 21, 2017

2015	Feb 10, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

HENRY SCHEIN INC Commitments Disclosure

Historical Timeline

About Commitments Disclosures

Other Available Disclosures