DENTSPLY SIRONA Inc.

Previous wording

DENTSPLY SIRONA Inc. is the world’s largest diversified manufacturer of professional dental products and technologies, with a 138-year history of innovation and service to the dental industry and a vision of improving oral health and continence care globally. Dentsply Sirona develops, manufactures, and markets comprehensive solutions, including technologically advanced dental equipment supported by cloud-enabled solutions, dental products, and healthcare consumable products in urology and enterology under a strong portfolio of world-class brands. Dentsply Sirona’s innovative products provide high-quality, effective, and connected solutions to advance patient care and deliver better, safer, and faster dentistry. Dentsply Sirona’s worldwide headquarters is located in Charlotte, North Carolina, and its shares of common stock are listed in the United States on Nasdaq under the symbol XRAY.

Current wording

DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the “Company”), is the world’s largest diversified manufacturer of professional dental products and technologies, with a 139-year history of innovation and service to the dental industry and a vision of improving oral health and continence care globally. Dentsply Sirona develops, manufactures, and markets comprehensive solutions, including technologically advanced dental equipment supported by cloud-enabled software solutions as well as dental products and healthcare consumable products in urology and enterology under a strong portfolio of world-class brands. Dentsply Sirona’s innovative products provide high-quality, effective, and connected solutions to advance patient care and deliver better, safer, and faster dentistry. Dentsply Sirona’s worldwide headquarters is located in Charlotte, North Carolina. The Company’s shares of common stock are listed in the United States on the Nasdaq stock market under the symbol XRAY.

Previous wording

This segment includes the design, manufacture, and sales of the Company’s various digital implant systems and innovative dental implant products, digital dentures and dental professional-directed aligner solutions. Offerings in this segment also include application of our digital services and technology, including those provided by DS Core, our cloud-based platform.

Current wording

This segment includes the design, manufacture, and sales of the Company’s various digital implant systems and innovative dental implant products, digital dentures, and digital orthodontic solutions. Offerings in this segment also include application of our digital services and technology, including those provided by DS Core, our cloud-based platform.

Previous wording

This segment includes the design, manufacture, and sales of the Company’s innovative continence care solutions for both urinary and bowel management. Wellspect is one of the world’s leading manufacturers of intermittent urinary catheters, with LoFric as its most known brand. To help those with chronic or severe constipation, Wellspect also offers an advanced irrigation system, Navina, which combines a high degree of user convenience, clinical effectiveness and connectivity into one smart system.

Current wording

This segment includes the design, manufacture, and sales of the Company’s innovative continence care solutions for both urinary and bowel management. Wellspect Healthcare is a leading global manufacturer and provider of innovative medical devices, including catheters to help people suffering from urinary retention and advanced irrigation systems to help people suffering from chronic or severe constipation, which combine a high degree of user convenience, clinical effectiveness and connectivity into one smart system.

Previous wording

Various headwinds are expected to weigh on global growth throughout the remainder of 2025, due in large part to increasing uncertainties related to global trade policies and inflation. Changes in trade policy, supply chain constraints, higher energy costs, labor shortages, and geopolitical tensions have all contributed to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates. In recent years, the Company has experienced higher prices for certain raw materials, including electronic components, which have led to a negative impact on margins. The Company may not be successful in its efforts to fully mitigate or offset the impacts of cost inflation.

Current wording

Various headwinds are expected to weigh on global growth for the remainder of 2026, due in large part to increasing uncertainties related to global trade policies and inflation. Changes in trade policy, supply chain constraints, higher energy costs, labor shortages, and geopolitical tensions have all contributed to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates.

Previous wording

The tariffs enacted and proposed by the Trump Administration to date and retaliatory tariffs by other countries could make it significantly more difficult or costly for the Company to import certain products or materials to the United States, or export products or materials from the United States to other countries. Currently, a small portion of the products, materials, and components used in our products are imported from China, and a significant share of the dental equipment that we sell in the United States is manufactured in Europe. Europe is also a major market for our products, including certain consumable products made in the United States, while sales in China represent less than 5% of the Company’s global sales on an annual basis. We continue to monitor and evaluate the ongoing and potential impacts of the tariffs and changes in trade policy, whether implemented or proposed, on our supply chain, costs, net sales and profitability. We have implemented and continue to evaluate additional strategies that would mitigate such impacts, including competitive pricing strategies to offset tariffs and evaluating potential sourcing options that work with our vendors and merchants to seek to minimize products sourced from high tariff rate countries, both for existing products and for new product development. The impact that these tariffs and changes in trade policy will ultimately have on our financial results remains uncertain, including the impact on demand for our products in certain markets if prices rise as a consequence of import tariffs. For additional information, see Part I, Item 1A, “Risk Factors” in our 2024 Form 10-K.

Current wording

As disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), the Company’s business is subject to risks related to, among other factors, tariffs and other trade protection measures put in place by the United States and other countries. The U.S. government has implemented and could further implement various tariffs on the importation of certain goods from certain countries, a number of which are applicable to the Company’s supply chain, operations, and sales, and the tariffs enacted or proposed by the Trump Administration and retaliatory tariffs by other countries could make it significantly more difficult or costly for the Company to import certain products or materials to the United States, or export products or materials from the United States to other countries. Further, these tariffs remain subject to evolving modifications and court challenges. Currently, a small portion of the products, materials, and components used in our products are imported from China, and a significant share of the dental equipment that we sell in the United States is manufactured in Europe. Europe is also a major market for our products, including certain consumable products made in the United States, while sales in China represent less than 5% of the Company’s global sales on an annual basis. We continue to monitor and evaluate the ongoing and potential impacts on our supply chain, costs, net sales, and profitability of the tariffs, changes in trade policy, whether implemented or proposed, and court rulings on the legality of certain tariffs. We have implemented and continue to evaluate additional strategies that would mitigate such impacts, including competitive pricing strategies to offset tariffs and evaluating potential sourcing options that work with our vendors and merchants to seek to minimize products sourced from high tariff rate countries, both for existing products and for new product development. The impact that these tariffs, changes in trade policy, and court rulings will ultimately have on our financial results remains uncertain, including the impact on demand for our products in certain markets if prices rise as a consequence of import tariffs. For additional information, see Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.

Previous wording

Geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from both the Russia-Ukraine conflict and the conflict in the Middle East. Overall, the Company’s operations in Russia, Ukraine, and Israel have not been materially impacted by these conflicts.

Current wording

Geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from the conflicts in the Middle East and the Russia-Ukraine conflict. Overall, the Company’s operations in Israel, Russia, and Ukraine have not been materially impacted by these conflicts.

Previous wording

The Company’s operations in Israel consist of two manufacturing facilities for implants products, with one site in northern Israel and one site in southern Israel, both of which remain open and continue to operate normally. For the nine months ended September 30, 2025, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and approximately 13% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $166 million as of September 30, 2025, consisting primarily of acquired technology, property, plant and equipment, cash, and inventory associated with our operations in the country.

Current wording

The Company’s operations in Israel consist of two manufacturing facilities for implants products, with one site in northern Israel and one site in southern Israel, both of which remain open and continue to operate normally. For the three months ended March 31, 2026, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and approximately 14% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $131 million as of March 31, 2026, consisting primarily of acquired technology, property, plant and equipment, inventory, and cash associated with our operations in the country.

Previous wording

In February 2022, because of the invasion of Ukraine by Russia, economic sanctions were imposed by the United States, the European Union, and certain other countries on Russian financial institutions and businesses. Due to the medical nature of our products, the current sanctions have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the nine months ended September 30, 2025, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $91 million as of September 30, 2025. These net assets include $57 million of cash and cash equivalents held within Russia as of September 30, 2025, as well as inventory and trade accounts receivable. Due to currency control measures imposed by the Russian government, which include restrictions on the ability of companies to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia, we continue to be limited in our ability to transfer this cash balance out of Russia without incurring substantial costs. Additionally, beginning in September 2024, as a result of further restrictions by European financial institutions on receiving payments from Russia, our capacity to receive intercompany payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes.

Current wording

In February 2022, because of the invasion of Ukraine by Russia, economic sanctions were imposed by the United States, the European Union, and certain other countries on Russian financial institutions and businesses. Due to the medical nature of our products, the current sanctions have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the three months ended March 31, 2026, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $89 million as of March 31, 2026. These net assets include $53 million of cash and cash equivalents held within Russia as of March 31, 2026, as well as inventory and trade accounts receivable. Due to currency control measures imposed by the Russian government, which include restrictions on the ability of companies to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia, we continue to be limited in our ability to transfer this cash balance out of Russia without incurring substantial costs. Additionally, beginning in September 2024, as a result of further restrictions by European financial institutions on receiving payments from Russia, our capacity to receive intercompany payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes.

Previous wording

RESULTS OF OPERATIONS, THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Current wording

RESULTS OF OPERATIONS, THREE MONTHS ENDED MARCH 31, 2026 COMPARED TO THREE MONTHS ENDED MARCH 31, 2025

Previous wording

The Company discloses changes in constant currency to allow investors to evaluate the performance of the Company’s operations exclusive of the items listed above that may impact the comparability of results from period to period and may not be indicative of past or future performance of the normal operations of the Company. The Company believes that this supplemental information is helpful in understanding underlying net sales trends. Our measure of constant currency may differ from those used by other companies and should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with US GAAP.

Current wording

The Company discloses changes in constant currency to allow investors to evaluate the performance of the Company’s operations exclusive of the impact of foreign currency changes that may impact the comparability of results from period to period and may not be indicative of past or future performance of the normal operations of the Company. The Company believes that this supplemental information is helpful in understanding underlying net sales trends. The Company’s measure of constant currency may differ from those used by other companies and should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Previous wording

The net sales decrease on a constant currency basis for the nine months ended September 30, 2025 was primarily driven by the suspension of Byte sales. The decrease was also due to lower volumes of CAD/CAM and imaging equipment, implants and prosthetics products, and preventive and restorative products, partially offset by higher volumes of treatment centers. Sales for CAD/CAM products were negatively impacted by a lower quarterly increase in distributor inventory levels of approximately $4 million in the nine months ended September 30, 2025 compared to an increase of approximately $32 million in the nine months ended September 30, 2024. Volumes for imaging products were not significantly impacted by changes in the levels of distributor inventory during the nine months ended September 30, 2025. Sales for consumables products were negatively impacted by a decrease in distributor inventory levels of approximately $4 million in the nine months ended September 30, 2025, compared to an increase of approximately $21 million in the nine months ended September 30, 2024. Distributor inventory levels for both CAD/CAM and imaging products at September 30, 2025 remain below historical averages.

Current wording

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by lower volumes of imaging products in all regions, instruments in all regions, and CAD/CAM in EMEA, as well as unfavorable mix in treatment centers. The decrease was partially offset by the mix of CAD/CAM products in APAC. Volumes of CAD/CAM products held by distributors in the three months ended March 31, 2026 increased approximately $9 million from December 31, 2025, compared to an increase of approximately $3 million in the three months ended March 31, 2025 from December 31, 2024. Volumes of imaging products held by distributors in the three months ended March 31, 2026 increased approximately $1 million from December 31, 2025, compared to an increase of approximately $6 million in the three months ended March 31, 2025 from December 31, 2024. Distributor inventory levels for both CAD/CAM and imaging products at March 31, 2026 remain below historical averages.

Previous wording

The decrease in SG&A expenses for the three and nine months ended September 30, 2025 was primarily driven by lower marketing expenses, particularly due to the absence of marketing for Byte products, and lower headcount costs as a result of restructuring and cost-saving initiatives.

Current wording

The decrease in SG&A expenses for the three months ended March 31, 2026 was primarily driven by lower headcount, professional services, and marketing expenses, primarily as a result of restructuring and other cost-saving initiatives.

Previous wording

The Company recorded restructuring and other costs of $5 million and $18 million for the three and nine months ended September 30, 2025, respectively, and $23 million and $45 million for the three and nine months ended September 30, 2024, respectively. The expenses in 2025 primarily consist of costs in connection with various restructuring initiatives. The expenses in 2024 consisted primarily of severance costs in conjunction with the restructuring plans announced in February 2023 and July 2024. For further details refer to Material Trends in Capital Resources below, and Note 8, Restructuring and other costs, in the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

Current wording

The Company recorded restructuring and other costs of $67 million for the three months ended March 31, 2026, and $9 million for the three months ended March 31, 2025. The expenses in 2026 consisted primarily of severance costs in conjunction with the restructuring plan announced on February 26, 2026. The expenses in 2025 primarily consisted of costs in connection with furthering the execution of various restructuring initiatives announced in prior years.

Previous wording

Interest expense, net for the three and nine months ended September 30, 2025 increased compared to the three and nine months ended September 30, 2024 primarily due to a higher average carrying balance of total borrowings.

Current wording

Interest expense, net for the three months ended March 31, 2026 increased compared to the three months ended March 31, 2025 primarily due to higher interest rate debt issued in September 2025 as well as higher interest rates on commercial paper.

Previous wording

Other income for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 is as follows:

Current wording

Other (income) expense, net for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is as follows:

Previous wording

(a) Foreign exchange gains include a benefit from our net investment hedges totaling $15 million, offset by revaluation of short-term intercompany receivables and payables of $2 million.

Current wording

(a) Foreign exchange gains include a benefit from our net investment hedges totaling $14 million, offset by revaluation of short-term intercompany receivables and payables of $1 million.

Previous wording

The effective tax rates for the three months ended September 30, 2025 and 2024 were (86.5%) and (3.3%), respectively. For the nine months ended September 30, 2025 and 2024, the rates were (33.6%) and (16.7%), respectively. The decrease in effective tax rate is primarily driven by goodwill and intangible asset impairments, the majority of which are not deductible for tax purposes.

Current wording

The effective tax rates for the three months ended March 31, 2026 and 2025 were 76.3% and 56.8%, respectively. The increase in effective tax rate is primarily driven by changes in valuation allowances.

Previous wording

Goodwill represents the excess cost over the fair value of the identifiable net assets of business acquired and is allocated among the Company’s reporting units. Indefinite-lived intangible assets consist of trade names, trademarks, and in-process R&D. Neither goodwill nor indefinite-lived intangible assets are amortized; instead, they are tested for impairment annually at April 1 or more frequently if events or circumstances indicate that the carrying value may be impaired, or if a decision is made to sell, discontinue, or divest a business. Judgment is involved in determining if an indicator of impairment has occurred during the year. Such indicators may include a decline in expected cash flows, unanticipated competition, increased interest rates, or slower growth rates, among others.

Current wording

Goodwill represents the excess cost over the fair value of the identifiable net assets of business acquired and is allocated among the Company’s reporting units. Indefinite-lived intangible assets consist of trade names, trademarks, and in-process R&D. Neither goodwill nor indefinite-lived intangible assets are amortized; instead, they are tested for impairment at the reporting unit level annually at April 1 or more frequently if events or circumstances indicate that the carrying value may be impaired, or if a decision is made to sell, discontinue, or divest a business. Judgment is involved in determining if an indicator of impairment has occurred during the year. Such indicators may include a decline in expected cash flows, unanticipated competition, increased interest rates, or slower growth rates, among others.

Previous wording

Cash provided by operating activities decreased compared to the nine months ended September 30, 2024, primarily as a result of lower net sales and changes in working capital, including higher accounts receivable due largely to timing of sales and customer remittances and higher build of inventory during the current period. At September 30, 2025, the number of days for sales outstanding in accounts receivable increased by 9 days to 64 days as compared to 55 days at December 31, 2024, and the number of days of sales in inventory increased by 21 days to 145 days at September 30, 2025 as compared to 124 days at December 31, 2024.

Current wording

Cash provided by operating activities increased compared to the three months ended March 31, 2025, primarily driven by lower accounts receivable and prepaid expenses and other current assets, partially offset by higher inventories and lower accrued liabilities. At March 31, 2026, the number of days for sales outstanding in accounts receivable remained the same at 62 days as compared to December 31, 2025, and the number of days of sales in inventory remained the same at 131 days as compared to December 31, 2025.

Previous wording

Cash used in investing activities decreased compared to the nine months ended September 30, 2024, due to lower capital expenditures of $39 million, an increase in cash received on derivative contracts of $10 million due to the series of USD to CHF cross currency basis swaps the Company entered into on July 1, 2025, and a decrease in cash paid on the settlement of derivatives of $3 million due to the interest rate swap closure in the prior year. The Company estimates capital expenditures to be in the range of approximately $130 million to $140 million for the full year 2025 and expects these investments to include expenses for the ongoing implementation of a new global ERP system, equipment upgrades, and capacity expansion to support product innovation and consolidate operations for enhanced efficiencies.

Current wording

Cash used in investing activities increased compared to the three months ended March 31, 2025, due to higher capital expenditures of $33 million and settlement of a net investment hedge of $7 million. The Company estimates capital expenditures to be in the range of approximately $125 million to $150 million for the full year 2026 and expects these investments to include expenses for supply chain equipment upgrades and capacity expansion to support product innovation, expenses associated with DS Core enhancements, and the expenses for the new global ERP system.

Previous wording

On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. At September 30, 2025, the Company had $1.19 billion of authorization remaining available for share repurchases. Additional share repurchases, if any, may be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions, or other transactions in such amounts and at such times as the Company considers appropriate based upon prevailing market and business conditions and other factors. At September 30, 2025, the Company held 65.0 million shares of treasury stock.

Current wording

On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. During the three months ended March 31, 2026, the Company did not repurchase any shares of common stock under the stock repurchase program. At March 31, 2026, $1.2 billion of authorization remains available for future share repurchases. Additional share repurchases, if any, may be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions, or other transactions in such amounts and at such times as the Company considers appropriate based upon prevailing market and business conditions and other factors.

Previous wording

At September 30, 2025, the Company had $736 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility. The Company’s borrowing capacity includes a $700 million multi-currency credit facility which expires in May 2028. The Company also has access to an aggregate $700 million under a U.S. dollar commercial paper facility. The $700 million revolver serves as a back-up to the commercial paper facility, thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $700 million. The Company had no outstanding borrowings under the commercial paper facility at September 30, 2025, resulting in $700 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $42 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At September 30, 2025, the Company had $5 million outstanding under short-term borrowing arrangements.

Current wording

At March 31, 2026, the Company had $684 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility. The Company’s borrowing capacity includes a $700 million multi-currency credit facility which expires in May 2028. The Company also has access to an aggregate $700 million under a U.S. dollar commercial paper facility. The $700 million revolver serves as a back-up to the commercial paper facility, thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $700 million. The Company had $35 million in outstanding borrowings under the commercial paper facility at March 31, 2026, resulting in $665 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $19 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At March 31, 2026, the Company had less than $1 million outstanding under short-term borrowing arrangements.

Previous wording

The Company’s revolving credit facility and senior notes contain certain covenants relating to the Company’s operations and financial condition. The most restrictive of these covenants after the amendments noted below include the following: (1) a ratio of senior debt to capitalization not to exceed 0.6, and (2) a ratio of operating income excluding depreciation and amortization to interest expense of not less than 3.0 times, in each case, as such terms are defined in the relevant agreement. Any breach of any such covenants would result in a default under the existing debt agreements that would permit the lenders to declare all borrowings under such debt agreements to be immediately due and payable and, through cross default provisions, would entitle the Company’s other lenders to accelerate their loans. At September 30, 2025, the Company was in compliance with these covenants.

Current wording

The Company’s revolving credit facility and senior notes contain certain covenants relating to the Company’s operations and financial condition. At March 31, 2026, the Company was in compliance with these covenants.

Previous wording

The Company expects on an ongoing basis to be able to finance operating cash require ments, capital expenditures, and debt service from the current cash, cash equivalents, cash flows from operations and amounts available under its existing borrowing facilities. The Company’s credit facilities are further discussed in Note 12, Financing Arrangements, to the Unaudited Consolidated Financial Statements of this Form 10-Q.

Current wording

The Company expects on an ongoing basis to be able to finance operating cash require ments, capital expenditures, and debt service from the current cash, cash equivalents, cash flows from operations and amounts available under its existing borrowing facilities.