Envista Holdings Corp
For the period ended Dec 31, 2024. Filed Feb 13, 2025.
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FY2024 · Filed Feb 13, 2025
NVST$25.97+3.2%Stored close · as of Nov 9, 2026
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Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
| ExhibitNumber | Description |
| 2.1 | Master Sale and Purchase Agreement, dated as of September 7, 2021, by and among Envista Holdings Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2021, Commission File No. 001-39054) |
| 2.2 | Amendment Agreement to the Master Sale and Purchase Agreement, dated as of December 30, 2021, by and among Envista Holdings Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 2.2 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054) |
| 2.3 | Second Amendment Agreement to the Master Sale and Purchase Agreement, dated as of April 30, 2022, by and among Envista Holdings Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2022, Commission File No. 001-39054) |
| 2.4 | Third Amendment Agreement to the Master Sale and Purchase Agreement, dated as of July 28, 2022, by and among Envista Holdings Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, Commission File No. 001-39054) |
| 2.5 | Fourth Amendment Agreement to the Master Sale and Purchase Agreement, dated as of September 30, 2022, by and among Envista Holdings Corporation, planmeca Verwaltungs GmbH, Germany, and Planmeca Oy (incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, Commission File No. 001-39054) |
| 2.6 | Stock and Asset Purchase Agreement, dated as of December 21, 2021, by and between Carestream Dental Technology Parent Limited and Envista Holdings Corporation (incorporated by reference to Exhibit 2.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054) |
| 2.7 | Closing Agreement, dated as of April 20, 2022, by and among Envista Holdings Corporation and Carestream Dental Technology Parent Limited (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2022, Commission File No. 001-39054) |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Envista Holdings Corporation (incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2021, Commission File No. 001-39054) |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Envista Holdings Corporation (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on May 24, 2024, Commission File No. 001-39054) |
| 3.3 | Third Amended and Restated Bylaws of Envista Holdings Corporation effective as of May 22, 2023 (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on May 26, 2023, Commission File No. 001-39054) |
| 4.1 | Description of Securities of the Registrant |
| 4.2 | Specimen common stock certificate (incorporated by reference to Exhibit 4.1 of Registrant’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019) |
| 4.3 | Indenture, dated as of May 21, 2020, between Envista Holdings Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed on May 26, 2020, Commission File No. 001-39054) |
| 4.4 | Form of certificate representing the 2.375% Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.3) |
| 4.5 | Indenture, dated as of August 10, 2023, between Envista Holdings Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2023) |
| 4.6 | Form of certificate representing the 1.75% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 11, 2023) |
| 10.1 | The Second Amended Credit Agreement, dated August 31, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 1, 2023, Commission File No. 001-39054) |
| 10.2* | Envista Holdings Corporation Severance and Change in Control Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on November 5, 2020, Commission File No. 001-39054) |
| 10.3* | Envista Holdings Corporation Senior Leader Severance Pay Plan (incorporated by reference to Exhibit 10.9 to Registrant’s Current Report on Form 8-K filed on September 20, 2019, Commission File No. 001-39054) |
| 10.4* | Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of Registrant’s Registration Statement on Form S-8 (Registration No. 333-233810) filed on September 17, 2019) |
| 10.5* | Form of Envista Holdings Corporation Stock Option Agreement |
| 10.6* | Form of Envista Holdings Corporation Restricted Stock Unit Agreement |
| 10.7* | Form of Performance-Conditioned Stock Option Agreement |
| 10.8* | Form of Envista Holdings Corporation Agreement Regarding Competition and Protection of Proprietary Interests (incorporated by reference to Exhibit 10.15 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019)(a) |
| 10.9* | Form of Agreement Regarding Fair Competition and Protection of Proprietary Interests(b) |
| 10.10* | Form of Envista Holdings Corporation Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.14 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054) |
| 10.11* | Form of Envista Holdings Corporation Performance Stock Unit Agreement |
| 10.12* | Amendment No. 1 to Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.16 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054) |
| 10.13* | Amendment No. 2 to Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2023, Commission File No. 001-39054) |
| 10.14* | Amendment No. 3 to Envista Holdings Corporation 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, Commission File No. 001-39054) |
| 10.15* | Form of Envista Holdings Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019) |
| 10.16* | Offer Letter Agreement, dated July 29, 2019, between DH Dental Employment Services LLC and Amir Aghdaei (incorporated by reference to Exhibit 10.22 to Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (Registration No. 333-232758) filed on August 12, 2019) |
| 10.17* | Offer Letter Agreement, dated June 7, 2019, between DH Dental Employment Services LLC and Mark Nance (incorporated by reference to Exhibit 10.21 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054 |
| 10.18* | Transition Letter Agreement, between Envista Holdings Corporation and Amir Aghdaei, dated as of February 22, 2024 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on February 26, 2024, Commission File No. 001-39054) |
| 10.19* | Employment Agreement, by and between Envista Holdings Corporation and Paul Keel, dated as of March 25, 2024 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on April 15, 2024, Commission File No. 001-39054) |
| 10.20* | Letter Agreement between DH Dental Employment Services, LLC and Stephen Keller, dated as of March 5, 2024 (incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, Commission File No. 001-39054) |
| 10.21* | Amendment to Transition Agreement between Envista Holdings Corporation and Amir Aghdaei, dated as of April 30, 2024 (incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024, Commission File No. 001-39054) |
| 10.22* | Offer Letter Agreement, dated June 23, 2024, between DH Dental Employment Services, LLC and Eric Hammes (incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2024, Commission File No. 001-39054) |
| 10.23* | Offer Letter Agreement, dated July 07, 2023, between DH Dental Employment Services LLC and Robert Befidi |
| 10.24* | Offer Letter Agreement, dated June 27, 2024, between DH Dental Employment Services LLC and Stefan Nilsson |
| 10.25* | Form of Envista Holdings Corporation Excess Contribution Program, a sub-plan under the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.25 to Registrant’s Registration Statement on Form S-4 (Registration No. 333-234714) filed on November 15, 2019) |
| 10.26* | First Amendment to the Envista Holdings Corporation Excess Contribution Program |
| 10.27* | Form of Envista Holdings Corporation Executive Deferred Incentive Program, a sub-plan under the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.26 to Registrant’s Registration Statement on Form S-4 (Registration No. 333-234714) filed on November 15, 2019) |
| 10.28* | Envista Holdings Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-8 (Registration No. 333-282219) |
| 10.29 | Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on May 26, 2020, Commission File No. 001-39054) |
| 10.30* | Composite copy of Envista Holdings Corporation Savings Plan, as amended and restated effective as of February 23, 2021 (incorporated by reference to Exhibit 10.27 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, Commission File No. 001-39054) |
| 10.31* | Tax Equalization Letter Agreement, dated December 5, 2023, between Amir Aghdaei and the Registrant (incorporated by reference to Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2023, Commission File No. 001-39054) |
| 19.1 | Insider Trading Policy |
| 21.1 | List of Subsidiaries of the Registrant |
| 23.1 | Consent of Independent Registered Public Accounting Firm |
| 31.1 | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Envista Holdings Corporation Recoupment Policy (incorporated by reference to Exhibit 97.1 to Registrant's Annual Report on Form 10K for the year ended December 31, 2023, Commission File No. 001-39054) |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. (c) |
| 101.SCH | XBRL Taxonomy Extension Schema Document (c) |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (c) |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (c) |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document (c) |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (c) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Indicates management contract or compensatory plan, contract or arrangement.
(a) Applies to Messrs. Aghdaei and Nance.
(b) Applies to Messrs. Keel, Hammes, Befidi, Nilsson and Keller.
(c) Exhibit 101 to this report includes the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 and (vi) Notes to Consolidated Financial Statements.
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