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DENTSPLY SIRONA Inc.

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

XRAY$9.46-6.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0000818479-26-000149

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0000818479-26-000255

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 92 previous paragraphs and 99 current paragraphs.

58 unchanged; 22 reworded; 17 added; 12 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

The net sales decrease on a constant currency basis for the six months ended June 30, 2026 was driven by lower volumes in the Americas across all products, including the absence of the Bye business, lower volumes of EDS and OIS products in EMEA, and unfavorable pricing of CTS products in EMEA. The decrease was partially offset by favorable pricing in the Americas and higher volumes of Wellspect products primarily driven by new product introductions.

Current report

The net sales decrease on a constant currency basis for the six months ended June 30, 2026 was driven by lower volumes in the Americas and unfavorable pricing in EMEA. The decrease was partially offset by higher volumes in EMEA and CAD/CAM products in APAC. CAD/CAM products held by distributors in the six months ended June 30, 2026 decreased approximately $11 million from December 31, 2025, compared to a decrease of approximately $16 million in the six months ended June 30, 2025 from December 31, 2024. Imaging products held by distributors in the six months ended June 30, 2026 decreased approximately $7 million from December 31, 2025, compared to an increase of approximately $1 million in the six months ended June 30, 2025 compared to December 31, 2024.

Current report

The decrease in gross profit as a percentage of net sales for the six months ended June 30, 2026 was driven by lower volumes as noted in the Net Sales by Segment section and unfavorable product mix. The decrease was partially offset by favorable foreign currency impacts and tariff refunds.

Current report

The increase in SG&A expenses for both the three and six months ended June 30, 2026 was primarily driven by unfavorable foreign currency impacts. The increase was partially offset by the benefits of restructuring actions, as well as lower professional services and advertising costs.

Current report

The decrease in segment adjusted operating income for the three months ended June 30, 2026 is due to lower net sales volumes, unfavorable product mix and unfavorable pricing, partially offset by tariff refunds and lower warranty costs.

Current report

The decrease in segment adjusted operating income for the six months ended June 30, 2026 is due to unfavorable product mix, lower volumes, and unfavorable pricing. The decrease was partially offset by tariff refunds.

Current report

The increase in segment adjusted operating income for the three months ended June 30, 2026 is due to tariff refunds, favorable pricing, and favorable headcount costs. The increase was partially offset by lower net sales volumes.

Current report

The decrease in segment adjusted operating income for the six months ended June 30, 2026 is due to lower net sales volumes. The decrease was partially offset by tariff refunds and favorable pricing.

Current report

The decrease in segment adjusted operating income for the three months ended June 30, 2026 is due to lower net sales volumes, unfavorable pricing, and unfavorable product mix. The decrease was partially offset by tariff refunds and lower professional service costs.

Current report

The decrease in segment adjusted operating income for the six months ended June 30, 2026 is due to lower net sales volumes and unfavorable product mix. The decrease was partially offset by lower professional services costs, tariff refunds, and favorable foreign currency impacts.

Current report

The decrease in segment adjusted operating income for the three months ended June 30, 2026 is due to a one time write-off resulting from a change in manufacturing process. The decrease was partially offset by new products and favorable foreign currency impacts.

Current report

The decrease in segment adjusted operating income for the six months ended June 30, 2026 is due to unfavorable product mix and a one time write-off resulting from a change in manufacturing process. The decrease was partially offset by new products and favorable foreign currency impacts.

Current report

Interest expense, net for the three months ended June 30, 2026 decreased compared to the three months ended June 30, 2025 primarily due to lower average debt balances and higher interest income, primarily attributable to the interest income related to tariff refunds.

Current report

There have been no material changes to the critical accounting policies and estimates disclosed in the 2025 Form 10-K.

Current report

Cash used in financing activities increased compared to the six months ended June 30, 2025 as the prior‑year period included cash inflows provided by the issuance of $550 million of long-term borrowings, a portion of which was used to repay the 364-day bridge loan and other short-term borrowings. The increase is also driven by repayments on long-term borrowings and share repurchases, partially offset by lower dividends paid.
Removed paragraphs (12)

Previous report

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 report

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to lower net sales volumes and higher tariff costs. The decrease was partially offset by lower operating expenses.

Previous report

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to lower net sales volumes and higher tariff costs. The decrease was partially offset by lower operating expenses and favorable foreign currency impact.

Previous report

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to lower net sales volumes, the absence of net sales for Byte products in 2026, and higher tariff costs. The decrease was partially offset by lower operating expenses.

Previous report

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to higher tariff costs, unfavorable supply chain changes, and a decrease in royalty revenue.

Previous report

(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 report

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 report

For the three months ended March 31, 2026, the Company considered qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in a more likely than not impairment of any of its goodwill or indefinite-lived intangible assets during the course of the quarter, and concluded there were no such indicators. The fair values of certain indefinite-lived intangible assets within the Orthodontic and Implant Solutions and Connected Technology Solutions segments continue to approximate carrying value. Any deviation in actual financial results compared to the forecasted financial results or valuation assumptions used in the annual or interim tests, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets, among other factors, could have a material adverse effect to the fair value of either the reporting units or intangible assets and could result in a future impairment charge.

Previous report

Cash used in financing activities increased compared to the three months ended March 31, 2025 as the prior‑year period benefited from cash inflows related to the issuance of a bridge loan facility, while the current‑year period primarily reflects $51 million in repayments on short-term borrowings and $31 million in repayments on long-term borrowings.
Reworded paragraphs (22)

Previous 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.

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 or may be applicable to the Company’s supply chain, operations, and sales. Tariffs enacted or proposed by the Trump Administration, together with retaliatory tariffs imposed 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 number of dental technology and equipment products that we sell in the United States are manufactured in Europe. Europe is also a significant market for sales of 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. During the second quarter of 2026, the Company received approximately $44 million of refunds for its prior payment of U.S. tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") on goods imported into the U.S. following legal and regulatory developments affecting the administration of those tariffs. While these refunds favorably impacted the Company’s results of operations and cash flows during the quarter, the future effect of tariffs and trade policies on the Company’s business remains uncertain. 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 executed actions and continue to evaluate additional strategies to mitigate such impacts, including competitive pricing strategies to offset tariffs and evaluating alternative sourcing options to minimize products sourced from high tariff rate countries, both for existing products and to support new product development. It is difficult to predict with reasonable certainty the impact on our results of operations and customers’ demand for our products from incremental tariffs, changes in trade policy, and related court rulings. For additional information, see Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.

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 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.

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 six months ended June 30, 2026, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and approximately 15% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $130 million as of June 30, 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 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.

Current wording

In February 2022, because of the invasion of Ukraine by Russia, the United States, the European Union, and certain other countries imposed economic sanctions on certain Russian financial institutions and businesses and export controls on the export of certain products to Russia. Due to the medical nature of our products, the current sanctions and export controls have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the six months ended June 30, 2026, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $99 million as of June 30, 2026. These net assets include $57 million of cash and cash equivalents held within Russia as of June 30, 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 MONTHS ENDED MARCH 31, 2026 COMPARED TO THREE MONTHS ENDED MARCH 31, 2025

Current wording

RESULTS OF OPERATIONS, THREE AND SIX MONTHS ENDED JUNE 30, 2026 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 2025

Previous wording

The Company’s geographic regions for reporting net sales consist of countries in (i) North and South America (“Americas”), (ii) Europe, the Middle East, and Africa (“EMEA”), and (iii) Asia Pacific (“APAC”). Prior period net sales amounts have been recast to conform to the current period presentation, reflecting a shift to a regional geographic presentation, which aligns with how the Company manages commercial activities and reports net sales internally. This change did not impact the Company’s consolidated financial statements.

Current wording

The Company’s geographic regions for reporting net sales consist of countries in (i) North and South America (“Americas”), (ii) Europe, the Middle East, and Africa (“EMEA”), and (iii) Asia Pacific (“APAC”). Prior period net sales amounts have been recast to conform to the current period presentation, reflecting a shift to a regional geographic presentation, which aligns with how the Company manages commercial activities and reports net sales internally. The change in regional geographic presentation was effective as of January 1, 2026. This change did not impact the Company’s consolidated financial statements.

Previous wording

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by lower volumes of EDS products in the Americas and EMEA, lower volumes of OIS products in the Americas, and the absence of net sales for Byte products in 2026. The decrease was partially offset by higher volumes in APAC for EDS products, price in EDS in the Americas, and Wellspect product introductions.

Current wording

The net sales decrease on a constant currency basis for the three months ended June 30, 2026 was driven by lower volumes of OIS products in all regions primarily due to the absence of the Byte business in the Americas, lower volumes of CTS products in the Americas, lower volumes of EDS products in EMEA, and unfavorable pricing in EMEA and APAC across all segments. The decrease was partially offset by favorable pricing in the Americas, higher volumes of CTS products in APAC, and higher volumes of Wellspect products driven by new product introductions.

Previous 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.

Current wording

The net sales decrease on a constant currency basis for the three months ended June 30, 2026 was driven by lower volumes of CAD/CAM products in the Americas and unfavorable pricing in EMEA. The decrease was partially offset by higher volumes of CAD/CAM products in APAC. CAD/CAM products held by distributors in the three months ended June 30, 2026 decreased approximately $20 million from March 31, 2026, compared to a decrease of approximately $19 million in the three months ended June 30, 2025 from March 31, 2025. Imaging products held by distributors in the three months ended June 30, 2026 decreased approximately $8 million from March 31, 2026, compared to a decrease of approximately $5 million in the three months ended June 30, 2025 from March 31, 2025.

Previous wording

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by lower volumes across all products within the Americas and EMEA. The decrease was partially offset by higher volumes across all products in APAC. The decrease in volumes in EMEA was, in part, a result of distributors holding less inventory as of March 31, 2026 as compared to prior periods. We are unable to quantify the impact to net sales for the three months ended March 31, 2026 from the changes in inventory levels held by EMEA distributors. Changes in inventory levels held by EMEA distributors are expected to impact the amount and timing of net sales in future periods.

Current wording

The net sales decrease on a constant currency basis for the six months ended June 30, 2026 was driven by lower volumes in EMEA and the Americas. The decrease was partially offset by favorable pricing in the Americas and higher volumes in APAC. The decrease in volumes in EMEA was, in part, a result of volumes of products sold to retail customers exceeding inventory volumes of products sold to distributors. We are unable to quantify the impact to net sales for the six months ended June 30, 2026. Changes in inventory levels held by EMEA distributors are expected to impact the amount and timing of net sales in future periods.

Previous wording

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by the absence of net sales for Byte products in 2026 and lower volumes in implant products.

Current wording

The net sales decrease on a constant currency basis for the three and six months ended June 30, 2026 was driven by the absence of net sales of Byte products in 2026 and lower volumes of implant products.

Previous wording

The net sales increase on a constant currency basis for the three months ended March 31, 2026 was driven by new product launches and increased volumes across all regions.

Current wording

The net sales increase on a constant currency basis for the three and six months ended June 30, 2026 was driven by higher product volumes in EMEA and the benefit from new product introductions.

Previous wording

The decrease in gross profit as a percentage of net sales for the three months ended March 31, 2026 was driven by lower volumes in the EDS and OIS segments, and imaging products within the CTS segment, particularly in the Americas. The decrease was also driven by the absence of net sales for Byte products in 2026, higher tariff costs, unfavorable product mix in the EDS segment and implants products in the OIS segment. The decrease was partially offset by a benefit from foreign currency.

Current wording

The increase in gross profit as a percentage of net sales for the three months ended June 30, 2026 was driven by tariff refunds and favorable foreign currency impacts. The increase was partially offset by lower volumes in the OIS and EDS segments, unfavorable product mix, higher expenses related to tariffs, and the unfavorable pricing as noted in the Net Sales by Segment section.

Previous wording

For the three months ended March 31, 2026, R&D expenses increased as the Company is increasing allocation of capital to R&D, primarily focused on expanding DS Core to support digital workflows across our product portfolio and accelerating key projects in all segments. The Company expects a level of investment in R&D that is at least 5% of annual net sales in 2026.

Current wording

For the three and six months ended June 30, 2026, R&D expenses increased as the Company is increasing allocation of capital to R&D, primarily focused on expanding DS Core to support digital workflows across the Company’s product portfolio and accelerating key projects in all segments. The Company expects a level of investment in R&D of approximately 5% of annual net sales in 2026.

Previous 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.

Current wording

The Company recorded restructuring and other costs of $2 million and $69 million for the three and six months ended June 30, 2026, and $4 million and $13 million for the three and six months ended June 30, 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 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.

Current wording

Interest expense, net for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025 primarily due to higher borrowing costs experienced during the first quarter of 2026.

Previous 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:

Current wording

Other (income) expense, net for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 is as follows:

Previous 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.

Current wording

The effective tax rates for the three months ended June 30, 2026 and 2025 were 50.0% and 71.2%, respectively. The effective tax rates for the six months ended June 30, 2026 and 2025 were 13.8% and 76.9%, respectively. The decrease in the effective tax rate is primarily driven by impairments recorded in the three and six months ended June 30, 2025, along with associated changes in valuation allowances.

Previous 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.

Current wording

Cash provided by operating activities increased compared to the six months ended June 30, 2025, driven by higher net income, which included $44 million related to tariff refunds received from the U.S. government, lower accounts receivable, and higher accounts payable. At June 30, 2026, the number of days for sales outstanding in accounts receivable decreased by 1 day to 61 days as compared to 62 days at December 31, 2025, and the number of days of sales in inventory increased by 5 days to 136 days at June 30, 2026 as compared to 131 days at December 31, 2025. Cash provided by operating activities was favorably impacted by the receipt of tariff refunds during the six months ended June 30, 2026.

Previous 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.

Current wording

Cash used in investing activities increased compared to the six months ended June 30, 2025, primarily driven by higher capital expenditures. The Company estimates capital expenditures to be in the range of approximately $140 million to $160 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 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. 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.

Current wording

On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. At June 30, 2026, $1.2 billion of authorization remains available for future share repurchases. For the three and six months ended June 30, 2026, the Company repurchased approximately 1.3 million outstanding shares of common stock through open market purchases at a cost of approximately $12 million. 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 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.

Current wording

At June 30, 2026, the Company had $683 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 June 30, 2026, resulting in $665 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $18 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 June 30, 2026, the Company had less than $1 million outstanding under short-term borrowing arrangements.

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.

Current wording

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

Previous wording

On February 24, 2026, the Company’s Board of Directors approved a new restructuring plan (the “2026 Plan”) to improve operational performance and drive stockholder value creation. As of March 31, 2026, the Company has incurred $60 million in non-recurring restructuring charges under the 2026 Plan since its inception, primarily related to employee severance payments, benefits, and other transition costs. In total, the Company expects to incur non-recurring charges in the approximate range of $60 million to $65 million related to the 2026 Plan, the majority of which will be expensed and paid in cash in 2026 and 2027. The 2026 Plan is anticipated to result in approximately $120 million in annualized cost savings. The Company intends to reinvest a portion of the anticipated savings in targeted return-to-growth initiatives, including investments in accelerated innovation, clinical education, and sales team education focused on connected dentistry.

Current wording

On February 24, 2026, the Company’s Board of Directors approved a new restructuring plan (the “2026 Plan”) to improve operational performance and drive stockholder value creation. As of June 30, 2026, the Company has incurred $57 million in non-recurring restructuring charges and paid out approximately $16 million under the 2026 Plan since its inception, primarily related to employee severance payments, benefits, and other transition costs. In total, the Company expects to incur non-recurring charges in the approximate range of $60 million to $65 million related to the 2026 Plan, the majority of which will be expensed and paid in cash in 2026 and 2027. The 2026 Plan is anticipated to result in approximately $120 million in annualized cost savings. The Company intends to reinvest a portion of the anticipated savings in targeted return-to-growth initiatives, including investments in accelerated innovation, clinical education, and sales team education focused on connected dentistry.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

Distributor inventory levels for both CAD/CAM and imaging products at June 30, 2026 remain below historical averages.

Current report — wording carried from elsewhere

The net sales decrease on a constant currency basis for the three months ended June 30, 2026 was driven by increased promotional activity in the Americas and lower volumes in restorative products. The decrease was partially offset by higher volumes of preventative products in the Americas and higher volumes of endodontic products in APAC. The decrease in volumes in EMEA was, in part, a result of volumes of products sold by distributors to retail customers exceeding volumes of products sold to distributors. We are unable to quantify the impact to net sales for the three months ended June 30, 2026. Changes in inventory levels held by EMEA distributors are expected to impact the amount and timing of net sales in future periods.