BERGMAN STANLEY M 4
4 · HENRY SCHEIN INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Henry Schein (HSIC) Chairman Stanley Bergman Sells Shares
What Happened Stanley M. Bergman, Chairman (recently retired as CEO effective March 1, 2026), disposed of a total of 99,692 Henry Schein shares in late Feb–early Mar 2026. On March 2 he sold 23,858 shares and 19,954 shares on the open market at a weighted average price of $81.31 per share (total ≈ $3,562,354). On February 27 he surrendered 48,531 shares to the issuer (no cash proceeds) and surrendered 7,349 shares valued at $82.39 each to satisfy tax withholding ($605,484). Total disclosed value from the reported dispositions is approximately $4.17M (excluding the shares surrendered at $0).
Key Details
- Transaction dates: Feb 27, 2026 (share surrender/tax withholding) and Mar 2, 2026 (open-market sales). Form 4 filed Mar 3, 2026 (within the two-business-day reporting requirement).
- Prices and proceeds: Open-market sales at ~$81.31 (range $81.28–$81.38) for ~$3.56M; 7,349 shares at $82.39 for ~$605.5K; 48,531 surrendered to issuer at $0.
- Shares disposed: 23,858 + 19,954 (open market) and 48,531 + 7,349 (surrenders/tax) = 99,692 shares total.
- Reported beneficial ownership after the transactions: filing shows related beneficial holdings of 403,757 shares (per one footnote) and 383,803 shares (per another footnote) for the reporting person/entities referenced in the filing.
- Notable footnotes: F1 = surrender of shares to satisfy tax withholding upon vesting of a performance-based award; F2 = weighted-average sale price range and availability of per-price breakdown on request; F3/F4 = details on trust holdings; F5 = reference to equivalent shares in the company 401(k) unitized stock fund.
Context
- The February 27 share surrenders relate to vesting and tax-withholding (a common, non-market-signaling administrative action). The March 2 transactions were open-market sales.
- Bergman retired as CEO effective March 1, 2026, but remains Chairman of the Board (noted in the filing).
- These are dispositions (sales/surrenders), which are often routine (tax withholding, estate/trust management, or liquidity), and do not by themselves indicate the insider’s view of long-term company performance.
Insider Transaction Report
Form 4
HENRY SCHEIN INCHSIC
BERGMAN STANLEY M
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01 per share
2026-02-27−48,531→ 260,561 total - Tax Payment
Common Stock, par value $0.01 per share
[F1]2026-02-27$82.39/sh−7,349$605,484→ 253,212 total - Sale
Common Stock, par value $0.01 per share
[F2][F3]2026-03-02$81.31/sh−23,858$1,939,894→ 403,757 total(indirect: By Spouse) - Sale
Common Stock, par value $0.01 per share
[F2][F4]2026-03-02$81.31/sh−19,954$1,622,460→ 383,803 total(indirect: By Spouse)
Holdings
- 9,832(indirect: By 401(k))
Common Stock, par value $0.01 per share
[F5]
Footnotes (5)
- [F1]Represents the surrender of shares to the Issuer to satisfy the reporting person's tax withholding obligation upon the vesting of the reporting person's March 1, 2023 grant of performance-based restricted stock/units. (Actual vesting date of March 1, 2026 was a non-business day so vesting occurred on the preceding business day.)
- [F2]The price reflects a weighted average of sales made at prices ranging from $81.28 to $81.38 per share. The Reporting Person, upon request by the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, will provide full information regarding the number of shares sold at each separate price for this transaction.
- [F3]Represents (i) 74,326 shares held by the Bergman Family 2010 Trust #2, of which Mrs. Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary; (ii) 21 shares held by Mrs.Bergman; and (iii) 329,410 shares held by the Bergman Family 2010 Trust #2, LLC, of which Mrs. Bergman is a manager.
- [F4]Represents (i) 74,326 shares held by the Bergman Family 2010 Trust #2, of which Mrs. Bergman, Stanley M. Bergman's wife, is a co-trustee and a beneficiary; (ii) 21 shares held by Mrs.Bergman; and (iii) 309,456 shares held by the Bergman Family 2010 Trust #2, LLC, of which Mrs. Bergman is a manager.
- [F5]Reflects the reporting person's interest in equivalent shares of Henry Schein common stock held by the unitized stock fund in the Henry Schein, Inc. 401(k) Savings Plan (the "Plan"). The unitized stock fund consists of Henry Schein common stock and cash or cash equivalents. The number of shares attributed to the reporting person as a participant in the Plan and expressed as equivalent shares has been calculated based on the closing price of Henry Schein common stock on February 27, 2026.
Signature
/s/ Jennifer Ferrero (as attorney-in-fact for Stanley M. Bergman)|2026-03-03