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What changed in DENTSPLY SIRONA Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DENTSPLY SIRONA Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+352 added−544 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in DENTSPLY SIRONA Inc.'s 2025 10-K

352 paragraphs added · 544 removed · 268 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+22 added−55 removed25 unchanged
Biggest changeIndustry Growth Drivers The Company believes that the dental industry is attractive and will grow over the long-term based on the following factors: • Increasing worldwide population, including a shift toward aging demographics, which will require greater dental care. • Natural teeth are being retained longer - individuals with natural teeth are much more likely to visit a dentist than those without any natural teeth. • Increasing demand for aesthetic dentistry and the use of clear aligners as an orthodontic treatment. • Continued opportunities in emerging markets related to the rise in discretionary incomes making dental services an increasing priority. • Growing preference for single visit dentistry versus historical multi-visit procedure requirements, and for higher quality of patient care in terms of comfort and ease of product use and handling. 6 • Increasing demand for earlier preventive care - dentistry has evolved from a profession primarily dealing with pain, infections, and tooth decay to one with increased emphasis on earlier diagnosis, preventive care, and the role oral health plays in overall health. • Increasing opportunity for digital collaboration between General Practitioners (“GPs”), specialists, labs, and patients is creating widening demand for fully integrated solutions such as cloud-based platforms and services facilitated by GPs. • Increasing demand for more efficiency and better workflow in the dental office, including digital tools such as diagnostic equipment enhanced through the power of 3D imaging.
Biggest changeIndustry Growth Drivers The Company believes that the dental industry is attractive and will grow over the long-term based on the following factors: • Increasing worldwide population, including a shift toward aging demographics, which will require greater dental care. • Increasing demand for aesthetic dentistry and the use of clear aligners as an orthodontic treatment. • Continued opportunities in emerging markets related to the rise in discretionary incomes making dental services an increasing priority. • Growing preference for single visit dentistry versus historical multi-visit procedure requirements, and for higher quality of patient care in terms of comfort and ease of product use and handling. • Increasing demand for earlier preventive care in dentistry. • Increasing opportunity for digital collaboration between General Practitioners (“GPs”), specialists, labs, and patients is creating widening demand for fully integrated solutions such as cloud-based platforms and services facilitated by GPs. • Increasing demand for more efficiency and better workflow in the dental office, including digital tools such as diagnostic equipment enhanced through the power of 3D imaging. 5 • An accelerating trend, predominately in the United States, toward consolidation of dental practices into group affiliations, often called Dental Support Organizations, which may expand access for underserved patient populations, remove administrative and capital burdens on providers, and allow more opportunities for investment in dental technology and patient care.
In the EU, the Company’s products are subject to the medical device laws of the various member states, which are based on a Directive of the European Commission. Such laws generally regulate the safety of the products in a similar way to the FDA regulations.
In the EU, the Company’s products are subject to the medical device laws of the various member states, which are based on a Directive of the European Commission. Such laws generally regulate the safety of products in a similar way to the FDA regulations.
Dentsply Sirona’s principal dental product categories are dental technology and equipment products, dental implants, clear aligners, and dental consumable products. Additionally, the Company manufactures and sells healthcare consumable products for urological and enterological applications. As part of its dental technology and equipment solutions, the Company also offers an open, cloud-based platform for digital services, DS Core.
Dentsply Sirona’s principal dental product categories are dental technology and equipment products, dental implants, clear aligners, and dental consumable products. Additionally, the Company manufactures and sells healthcare consumable products for urological and enterological applications. As part of its dental technology and equipment solutions, the Company also offers an open, 3 cloud-based platform for digital services, DS Core.
In particular, the Company has continued to prioritize investments supporting digitally connected solutions and enhanced workflows through each stage of patient care, including software for improved collaboration and treatment planning, imaging and scanning technologies used in diagnosis, and products which are customizable and scalable.
In particular, the Company has continued to prioritize investments supporting digitally connected solutions and enhanced workflows through each stage of patient care, 6 including software for improved collaboration and treatment planning, imaging and scanning technologies used in diagnosis, and products which are customizable and scalable.
Dental and medical devices sold by the Company in the United States are generally classified by the FDA into a category that renders them subject to the same controls that apply to all medical devices, including regulations regarding alteration, 9 misbranding, notification, record-keeping and good manufacturing practices.
Dental and medical devices sold by the Company in the United States are generally classified by the FDA into a category that renders them subject to the same controls that apply to all medical devices, including regulations regarding alteration, misbranding, notification, record-keeping and good manufacturing practices.
These regulations also applied to all medical device manufacturers who market their medical devices in the EU and all such manufacturers had to perform significant upgrades to quality systems and processes including technical documentation and subject them to certification under the EU MDR in order to continue to sell those products in the EU.
These regulations also applied to all medical device manufacturers who market their medical devices in the EU and all such manufacturers had to perform significant upgrades to quality systems and processes, including technical documentation, and subject their medical devices to certification under the EU MDR in order to continue to sell those products in the EU.
Other Factors Affecting the Business The Company’s business is subject to quarterly fluctuations in demand due to price changes, marketing and promotional programs, management of inventory levels by distributors, and implementation of strategic initiatives which may impact sales levels in any given period.
Other Factors Affecting the Business The Company’s business is subject to quarterly fluctuations in demand due to price changes, marketing and promotional programs, management of inventory levels by distributors, and implementation of strategic initiatives which may impact sales 10 levels in any given period.
Similarly, we believe that the healthcare consumables market for urology and enterology products will grow over the long-term based on the following: • Aging demographics, together with an increasing incidence of chronic diseases such as diabetes, requiring greater continence care. • An expansion of the population covered by medical insurance and the trend toward more supportive reimbursement policies by governments and insurers encouraging the use of continence care products and related therapies. • The growth in specialized care facilities, technical advancements pertaining to the identification and treatment of chronic renal ailments, and the increasing awareness of incontinence diseases.
Similarly, we believe that the healthcare consumables market for urology and enterology products will grow over the long-term based on the following: • Aging demographics, together with an increasing incidence of chronic diseases such as diabetes, requiring greater continence care. • An expansion of the population covered by medical insurance and the trend toward more supportive reimbursement policies by governments and insurers encouraging the use of continence care products and related therapies. • The growth in specialized care facilities and technical advancements pertaining to the identification and treatment of chronic renal ailments.
The Company is subject to domestic and foreign laws, rules, regulations, self-regulatory codes, circulars and orders governing data privacy and transparency, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the California Consumer Privacy Act, the California Privacy Rights Act, the European General Data Protection Regulation (“GDPR”), China’s Personal Information Protection Law (“PIPL”), Brazil’s Lei Geral de Protecäo de Dados (“LPGD”), the Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act, EU Directive 2002/58/EC (and implementing and local measures adopted thereunder), France’s Data Protection Act of 1978 (rev. 2004) and France’s Loi Bertrand, certain rules issued by Denmark’s Health and Medicines Authority, and similar international laws and regulations.
The Company is subject to domestic and foreign laws, rules, regulations, and self-regulatory codes governing data privacy and transparency, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as 8 amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), the California Consumer Privacy Act as amended by the California Privacy Rights Act, the European General Data Protection Regulation (“GDPR”), China’s Personal Information Protection Law (“PIPL”), Brazil’s Lei Geral de Protecäo de Dados (“LPGD”), the Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act, EU Directive 2002/58/EC (and implementing and local measures adopted thereunder), France’s Data Protection Act of 1978 (rev. 2004) and France’s Loi Bertrand, certain rules issued by Denmark’s Health and Medicines Authority, and similar international laws and regulations.
Dentsply Sirona’s headquarters and principal operations are located in the United States of America (“U.S.” or “United States”) and the Company sells products globally through its foreign subsidiaries to customers in approximately 150 countries. Dentsply Sirona has a long-established presence in the European market, particularly in Germany, Sweden, France, the United Kingdom (“UK”), Italy, and Switzerland.
Dentsply Sirona’s headquarters and principal operations are located in the United States of America (“U.S.” or “United States”) and the Company sells products globally through its foreign subsidiaries to customers in approximately 140 countries. Dentsply Sirona has a long-established presence in the European market, particularly in Germany, Sweden, France, the United Kingdom (“UK”), Italy, and Switzerland.
Item 1. Business Overview DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the “Company”) 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.
Item 1. Business Overview 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.
The restorative products include dental ceramics and other materials used in prosthetic restorations including crowns and veneers. 5 The preventive products include small equipment products such as curing light systems, dental diagnostic systems and ultrasonic scalers and polishers, as well as other dental supplies including dental anesthetics, prophylaxis paste, dental sealants and impression materials.
The restorative products include curing light systems, dental ceramics, composites, and other materials used in prosthetic restorations, including crowns and veneers. The preventive products include small equipment, such as dental diagnostic systems and ultrasonic scalers and polishers, as well as other dental supplies including dental anesthetics, prophylaxis paste, dental sealants, and impression materials.
Competition in the industries for dental technology and equipment, dental consumables, orthodontics and continence care products is based primarily upon product performance, quality, safety and ease of use, as well as price, customer service, innovation and acceptance by clinicians, technicians and patients.
Competition in the industries for dental technology and equipment, dental consumables, orthodontics and continence care products is based primarily upon product performance, quality, safety and ease of use, as well as price, customer experience, innovation and acceptance by clinicians, technicians and patients.
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 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.
Orthodontic and Implant Solutions 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.
Orthodontic and Implant Solutions 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.
Privacy laws also require the reporting of certain breaches of individually identifiable information. The Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act require the Company to record all transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare and Medicaid Services for public disclosure.
Privacy laws also require the reporting of certain unauthorized disclosures of personally identifiable information. The Physician Payments Sunshine Provisions of the Patient Protection and Affordable Care Act require the Company to record all transfers of value to physicians and teaching hospitals and to report this data to the Centers for Medicare and Medicaid Services for public disclosure.
The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not a part of, this report. All filings with the Securities and Exchange Commission (“SEC”) are also available at the SEC’s website, www.sec.gov. 13
The information contained on, or that may be accessed through, the Company’s website is not incorporated by reference into, and is not a part of, this report. All filings with the SEC are also available at the SEC’s website, www.sec.gov.
For the year ended December 31, 2024, no customer accounted for 10% or more of consolidated net sales or consolidated accounts receivable.
Less than 10% 11 % For the year ended December 31, 2024, no customer accounted for 10% or more of consolidated net sales or consolidated accounts receivable.
Foreign Corrupt Practices Act (“FCPA”), the U.S. Federal Anti-Kickback Statute (“AKS”), the UK’s Bribery Act 2010 (c.23), Brazil’s Clean Company Act 2014 (Law No. 12,846) China’s National Health and Family Planning Commission (“NHFPC”) circulars No. 40 and No. 50, and similar international laws and regulations.
Federal Anti-Kickback Statute (“AKS”), the UK’s Bribery Act 2010 (c.23), Brazil’s Clean Company Act 2014 (Law No. 12,846) China’s National Health and Family Planning Commission (“NHFPC”) circulars No. 40 and No. 50, and similar international laws and regulations.
Dentsply Sirona has 57 academies and education centers in 35 countries worldwide that are home to state-of-the-art training facilities which provide training both directly and through third-party content for dental professionals seeking clinical and technical continuing education.
Dentsply Sirona has academies and education centers in multiple countries around the world that are home to state-of-the-art training facilities which provide training both directly and through third-party content for dental professionals seeking clinical and technical continuing education.
Customers that accounted for 10% or more of net sales or accounts receivable for the years ended December 31, 2023 and 2022 were as follows: 2023 2022 % of net sales % of accounts receivable % of net sales % of accounts receivable Henry Schein, Inc. 14 % 11 % 11 % 15 % Patterson Companies, Inc.
Customers that accounted for 10% or more of net sales or accounts receivable for the year ended December 31, 2023 were as follows: 2023 % of net sales % of accounts receivable Henry Schein, Inc. 14 % 11 % Patterson Companies, Inc.
For the year ended December 31, 2024, the Company’s net sales of each reportable segments and the product categories of these reportable segments as a percent of total net sales were as follows: Connected Technology Solutions This segment includes the design, manufacture and sales of the Company’s dental technology and equipment products.
For the year ended December 31, 2025, the Company’s net sales disaggregated by reportable segment and the product categories of these reportable segments as a percent of net sales were as follows: Connected Technology Solutions This segment includes the design, manufacture and sales of the Company’s dental technology and equipment products.
Essential Dental Solutions This segment includes the development, manufacture and sales of the Company’s value-added endodontic, restorative, and preventive consumable products and small equipment used by dental professionals for the treatment of patients. Offerings in this segment also include specialized treatment products including products used in the creation of dental appliances.
Essential Dental Solutions This segment includes the development, manufacture and sales of the Company’s value-added endodontic, restorative, and preventive consumable products and small equipment used by dental professionals for the treatment of patients.
Implants & Prosthetics The Implants & Prosthetics product category includes technology to support the Company’s digital workflows for implant systems, a portfolio of innovative dental implant products, digital dentures, crown and bridge porcelain products, bone regenerative and restorative solutions, treatment planning software and educational programs.
Implants & Prosthetics The Implants & Prosthetics product category includes a portfolio of innovative dental implant products, supported by the Company’s digital workflow for implant solutions, digital dentures, crown and bridge products, bone regenerative and restorative solutions, treatment planning software and educational programs.
Essential Dental Solutions products are designed to operate in an integrated system to provide solutions for high-tech dental procedures. The endodontic products include motorized endodontic handpieces, files, sealers, irrigation needles and other tools or single-use solutions which support root canal procedures.
Offerings in this segment also include specialized treatment products including products used in the creation of dental appliances. 4 Essential Dental Solutions products are designed to operate in an integrated system to provide solutions for high-tech dental procedures. The endodontic products include motorized endodontic handpieces, files, sealers, irrigation needles and other tools or single-use solutions which support root canal procedures.
Additional information regarding certain risks related to our intellectual property is included in Item 1A, “Risk Factors” of this Form 10-K and is incorporated herein by reference. 11 Human Capital Every day, our people create innovative solutions that transform lives. Our inclusive, agile & high-performance culture equips us to build, grow, and win as one.
Additional information regarding certain risks related to our intellectual property is included in Item 1A, “Risk Factors” of this Form 10-K and is incorporated herein by reference. Human Capital Every day, we create innovative solutions that transform lives. With the customer at the center of everything we do, our high‑performance culture equips us to build, grow, and win together.
For a description of the risks related to the regulations that the Company is subject to, please refer to Item 1A, “Risk Factors,” of this Form 10-K.
The following sections describe some, but not all, of the significant regulations that apply to the Company. For a description of the risks related to the regulations that the Company is subject to, please refer to Item 1A, “Risk Factors,” of this Form 10-K.
The Company monitors trademark use worldwide and promotes enforcement of its patents and trademarks in a manner that is designed to balance the cost of such protection against obtaining the greatest value for the Company.
Our policy is to protect the Company’s products and technology through patents and trademark registrations in the United States and in significant international markets. The Company monitors trademark use worldwide and promotes enforcement of its patents and trademarks in a manner that is designed to balance the cost of such protection against obtaining the greatest value for the Company.
These products include the Equipment & Instruments and CAD/CAM product categories. Equipment & Instruments The Equipment & Instruments product category consists of basic and high-tech dental equipment such as imaging equipment, motorized dental handpieces, treatment centers, and other instruments for dental practitioners and specialists.
These products include the Equipment & Instruments and computer-aided design/computer-aided manufacturing (“CAD/CAM”) product categories. Equipment & Instruments The Equipment & Instruments product category consists of dental equipment products such as imaging equipment, motorized dental handpieces, treatment centers, and other instruments for dental practitioners and specialists.
The academies offer hands-on teaching, live lectures, and on-demand webinars and courses which are taught by a diverse range of internationally recognized experts in all fields of dentistry. In 2024, we partnered in the delivery of thousands of training courses to dental professionals through in-person, online, and hybrid formats.
The academies offer hands-on teaching, live lectures, and on-demand webinars and courses which are taught by a diverse range of internationally recognized experts in all fields of dentistry.
The Implants & Prosthetics product category is supported by key technologies including custom abutments, advanced tapered immediate load screws and regenerative bone growth factor. Offerings in this category also include dental prosthetics such as artificial teeth and precious metal dental alloys.
The Implants & Prosthetics product category is supported by key technologies including custom abutments, advanced tapered immediate load screws and regenerative bone growth factor. Offerings in this category also include dental prosthetics such as artificial teeth. Wellspect Healthcare This segment includes the design, manufacture, and sales of the Company’s innovative continence care solutions for both urinary and bowel management.
Research and Development (“R&D”) investments include activities to accelerate product and clinical innovation and discipline and to develop potential improvements to the manufacturing process. These investments also support engineering efforts that incorporate customer feedback into continuous improvement for current and next-generation products, with the objective to achieve more frequent development and release cycles.
These investments also support engineering efforts that incorporate customer feedback into continuous improvement for current and next-generation products, with the objective to achieve more frequent development and release cycles. The Company also undertakes pre-commercialization trials and testing of technological improvements prior to inception of the manufacturing process.
The AKS and similar fraud and abuse laws applicable in non-U.S. jurisdictions prohibit persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a health care program, such as, in the United States, Medicare or Medicaid. 10 The Company’s production and sales of products are further subject to regulations concerning the use of conflict minerals, various environmental regulations such as the Federal Water Pollution Control Act (the “Clean Water Act”) and others enforced by the Environmental Protection Agency (“EPA”) or equivalent state agencies, and the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act (the “Health Care Reform Law”).
The AKS and similar fraud and abuse laws applicable in non-U.S. jurisdictions prohibit persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made under a health care program, such as, in the United States, Medicare or Medicaid.
Our Performance Feedback Process includes performance and development goal-setting and regular reviews between the employee and manager. Every employee has access to our Own Your Journey career development pathing toolkit to explore their career aspirations.
Our Performance Feedback Process includes goal setting and regular development discussions between employees and managers, ensuring that goals align with our customer‑at‑the‑center approach and lead to improved customer experiences. Every employee has access to our Own Your Journey career‑pathing toolkit to explore career aspirations and development planning resources.
Certain products such as endodontic instruments and materials, dental implants and orthodontic aligners and appliances are often sold directly to dental laboratories or dental professionals in some markets. Our continence care products are primarily sold to distributors of medical supplies, with the remaining sales being made directly to patients and medical providers.
Our continence care products are primarily sold to distributors of medical supplies, with the remaining sales being made directly to patients and medical providers.
Similar reporting requirements have also been enacted in several states, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of interactions with health care professionals. The Company believes it is in substantial compliance with the laws and regulations that regulate its business.
Similar reporting requirements have also been enacted in several states, and an increasing number of countries worldwide either have adopted or are considering similar laws requiring transparency of interactions with health care professionals. There are significant uncertainties involving the application of various legal requirements, the violation of which could result in, among other things, sanctions.
Dentsply Sirona continues to make significant investments in research and development (“R&D”), and its track record of innovative and profitable new products continues today. 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.
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.
The size and number of the Company’s competitors vary by product line and from region to region. There are many companies that produce some of the same types of products as those produced by the Company, but no single competitor produces the breadth of products that are produced by the Company.
There are many companies that produce some of the same types of products as those produced by the Company, but no single competitor produces the breadth of products that are produced by Dentsply Sirona. 7 Regulation The development, manufacture, sales and distribution of the Company’s products are subject to comprehensive governmental regulation within the United States and internationally.
The Company also undertakes pre-commercialization trials and testing of technological improvements prior to inception of the manufacturing process. As is true across its other functions, the Company regularly enhances how R&D is conducted by identifying best practices, driving efficiencies, and optimizing cost structure to enable a more effective development process with a strategic focus on innovation process discipline.
The Company regularly enhances how R&D is conducted by identifying best practices, driving efficiencies, and optimizing cost structure to enable a more effective development process with a strategic focus on innovation process discipline. The Company has also transitioned to an enterprise approach to funding R&D projects, focusing on those areas with the highest return and impact to advancing digital dentistry.
Future expansion of the program by the Chinese government could also result in reduced margins on covered devices and products, required renegotiation of distributor arrangements, and incurrence of inventory-related charges. The Company is also subject to domestic and foreign laws, rules, regulations, self-regulatory codes, circulars and orders regarding anti-bribery and anti-corruption, including, but not limited to, the U.S.
The Company is also subject to domestic and foreign laws, rules, regulations, self-regulatory codes, circulars and orders regarding anti-bribery and anti-corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.S.
We continue to focus efforts on successfully launching innovative products that have a significant impact on how dental and clinical professionals treat their patients.
The Company continues to focus efforts on successfully launching innovative products that have a significant impact on how dental and clinical professionals treat their patients. The Company has a history of investments in product development with a recent focus on innovation in and expansion of digital workflow solutions and other platform offerings.
Wellspect is one of the world’s leading manufacturers of intermittent urinary catheters, with LoFric as the 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.
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.
In addition to internal product development, the Company also pursues external R&D opportunities, including acquisitions, licensing, or other arrangements with third parties. 8 Clinical Education In 2024, the Company continued its investments in clinical education as a key value driver to leverage its global footprint, enhance digital content, and strengthen its clinical network.
Clinical Education In 2025, the Company continued its investments in clinical education as a key value driver for its dental products to leverage its global footprint, enhance digital content, and strengthen its clinical network.
Together, we are shaping the future and delivering value to customers and patients. As of December 31, 2024, our organization and its subsidiaries employed approximately 14,000 employees globally. Of these employees, approximately 3,000 were employed in the United States.
We are shaping the future of dentistry while delivering meaningful value to customers and patients worldwide. As of December 31, 2025, the Company and its subsidiaries employed approximately 14,000 employees globally, including approximately 3,000 in the United States. Employees outside the United States, particularly in Europe, may be covered by collective bargaining agreements, union contracts, worker councils, or similar programs.
As part of this end-user “pull through” marketing strategy, the Company conducts extensive marketing programs with a combined approach that also engages DSOs and distributors. Product Development While the Company enjoys market leadership in several of its product categories, continuous innovation and product development are critical for it to continue to grow its share in markets it serves.
Less than 10% 10 % Product Development While the Company maintains market leadership in several of its product categories, continuous innovation and product development are critical for it to continue to maintain or grow its share in the markets it serves.
Our total rewards offerings vary by country and include an array of programs that support our employees’ financial, physical, and mental well-being, including annual performance incentive opportunities, pension and retirement savings programs, health and welfare benefits, paid time off (including for charitable actions), leave programs, flexible work schedules, and employee assistance programs.
These include annual performance incentives, pension and retirement savings plans, health and welfare benefits, paid time off (including time for charitable activities), leave programs, flexible work arrangements, and employee assistance programs. Employee Health & Safety Matters The health and safety of our employees is paramount.
Employees outside of the United States, particularly in Europe, may be covered by collective bargaining agreements, union contracts, worker councils or other similar programs. At Dentsply Sirona, we believe our global talent strategy enables our employees to reach their highest performance. High-Performance Culture We deliver a consistent, high-quality talent selection process in alignment with our desired culture.
We believe our global talent strategy enables employees to perform at their highest potential in service of our customers. High-Performance Culture We maintain a consistent, high‑quality talent selection process aligned with our values and our commitment to putting the customer at the center.
Compensation and Benefits As part of our total rewards strategy, we offer competitive compensation and benefit programs designed to attract, retain, and reward top talent. We are committed to providing and administering these programs in a way that treats our employees at all levels fairly and equitably.
Compensation and Benefits Our total rewards strategy is designed to attract, retain, and reward top talent so we can consistently meet customer expectations. We offer competitive compensation and benefits administered fairly and equitably across all levels. While offerings vary by country, our programs support employees’ financial, physical, and mental well‑being.
The Orthodontics product category includes a High Frequency Vibration technology device known as VPro, as well as the SureSmile Simulator which uses intraoral scanners and our DS Core platform to create a 3D visualization of patient outcomes, and SureSmile aligner solutions, which include whitening kits and retainers.
Orthodontics The Orthodontics product category includes the SureSmile brand, a comprehensive digital treatment planning and orthodontic appliance solution. Cloud-based software is used to prescribe SureSmile clear aligners, robotically bent wires, and digital indirect bonding trays. The SureSmile Simulator uses intraoral scanners and our DS Core platform to create a 3D visualization of potential patient outcomes.
Diversity, Equity & Inclusion Council Our Diversity, Equity & Inclusion Council is a group of diverse employees in terms of perspectives, experience, background, geography, and function within the organization dedicated to championing an environment where all employees can reach their highest performance. 12 Employee Resource Groups Our Employee Resource Groups (“ERGs”) encourage an inclusive work environment, cultivate collaboration, and offer development opportunities.
The Council champions an environment where all employees can reach their highest performance in service of our customers and helps us better understand opportunities to reflect our customers’ diverse needs. Our Employee Resource Groups (“ERGs”) foster an inclusive environment, encourage collaboration, and provide development opportunities. As of December 31, 2025, we had nine ERGs with approximately 4,700 members globally.
The Company sources the necessary raw materials from various suppliers, and no single supplier accounts for more than 10% of our supply requirements. Intellectual Property Products manufactured by Dentsply Sirona are sold primarily under its own trade names and trademarks.
See Item 1A, “Risk Factors,” of this Form 10-K for additional detail. Intellectual Property Products manufactured by Dentsply Sirona are sold primarily under its own trade names and trademarks. Dentsply Sirona also owns and maintains more than 5,000 patents throughout the world and has also licensed a number of patents owned by others.
Initiatives to support clinical education also include partnerships with research institutions and dental and medical schools. The Company offers education tracks at its premier DS World trade and professional education events, which hosted over 7,000 participants at six DS World events across the globe in 2024.
The Company also offered education tracks at its premier DS World trade and professional education events across the globe in 2025. Competition The Company conducts its global operations in highly competitive market conditions.
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The Company introduced the first dental electric drill approximately 133 years ago, the first dental X-ray unit approximately 100 years ago, the first hydrophilic catheter and the first dental computer-aided design/computer-aided manufacturing (“CAD/CAM”) system approximately 40 years ago, and numerous other significant innovations, including pioneering ultrasonic scaling to increase the speed, effectiveness and comfort of cleaning and revolutionizing both file and apex locater technology to make root canal procedures easier and safer.
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These products and solutions are produced by the Company globally and are distributed throughout the world under some of the most well-established brand names and trademarks in these industries. The Company conducts business through four reportable segments: (1) Connected Technology Solutions, (2) Essential Dental Solutions, (3) Orthodontic and Implant Solutions, and (4) Wellspect Healthcare.
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We conduct our business in accordance with that goal using the following core operating principles: • Approach customers as one: The Company has an integrated approach to customer service, direct and indirect selling, and clinical education to strengthen relationships with customers and better serve customers’ needs. 3 • Create innovative solutions that customers love to use: We manage a comprehensive R&D program that prioritizes strategic spending, builds the next generation of digital workflow technologies and service offerings, and results in impactful innovations that grow our business. • Think and act with positive intent and the highest integrity: We execute our business in a way that empowers our people, respects the communities in which we do business, and establishes trust with our partners and stakeholders. • Use size and global breadth to our advantage: We are focused on integrating our dental product portfolios to unlock operational efficiencies, and on enhancing our healthcare consumables product portfolio, with an emphasis on performance improvements in procurement, logistics, manufacturing, sales force and marketing programs, while at the same time simplifying our business on a worldwide scale.
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The category also includes whitening kits and retainers. The Orthodontics product category previously included a direct-to-consumer clear aligner product marketed as Byte, which was no longer offered to new patients after October 24, 2024. The Company continues to provide support to Byte clear aligner patients in treatment, provided they meet certain criteria.
Removed
In combination, these initiatives will improve organizational efficiency and better leverage our selling, general and administrative infrastructure. • Operate sustainably in everything we do: We take a thoughtful, proactive approach to creating a sustainable company through investments in our employees, customers, and the environment.
Added
Sales and Distribution Dentsply Sirona sells approximately two-thirds of its dental consumable and technology and equipment products through third-party distributors. Certain products, such as endodontic instruments and materials, dental implants and orthodontic aligners and appliances, are often sold directly to dental laboratories or dental professionals in some markets.
Removed
These products and solutions are produced by the Company globally and are distributed throughout the world under some of the most well-established brand names and trademarks in these industries, including but not limited to: AH PLUS, ANKYLOS, AQUASIL ULTRA, ARTICADENT, ASTRA TECH, ATLANTIS, AXANO, AXEOS, BYTE, CALIBRA, CAULK, CAVITRON, CELTRA, CERAMCO, CERCON, CEREC, CITANEST, CONFORM FIT, DAC, DELTON, DENTSPLY, DETREY, DS CORE, DYRACT, ENERGO, ESTHET.X, FRIOS, HELIODENT, EV, INLAB, INTEGO, IPN, LOFRIC, LUCITONE, MAILLEFER, MIDWEST, MIS, NAVINA, NUPRO, OMNITAPER, ORAQIX, ORIGO, ORTHOPHOS, OSSEOSPEED, OSSIX, PALODENT, PRIME & BOND, PROFILE, PRIMEMILL, PRIMEPRINT, PRIMESCAN, PRIMESCAN CONNECT, PRIMETAPER, PROGLIDER, PROTAPER, RECIPROC, PUREVAC, SCHICK, SDR FLOW+, SIDEXIS, SIMPLANT, SINIUS, SIROLASER, SIRONA, SLIMLINE, SMARTLITE, SPECTRA ST, STYLUS, SULTAN, SURESMILE, SYMBIOS, T1, T2, T3, T4, THERMAFIL, TRIODENT, TRUBYTE, TRUNATOMY, VDW, VIPI, WAVEONE, WELLSPECT, XENO, XIOS, X SMART, XYLOCAINE and ZHERMACK. 4 The Company conducts business through four reportable segments: (1) Connected Technology Solutions, (2) Essential Dental Solutions, (3) Orthodontic and Implant Solutions, and (4) Wellspect Healthcare.
Added
Customers that accounted for 10% or more of net sales or accounts receivable for the year ended December 31, 2025 were as follows: 2025 % of net sales % of accounts receivable Henry Schein, Inc. 13 % Less than 10% Patterson Companies, Inc.
Removed
Orthodontics The Orthodontics product category includes SureSmile, a clear aligner solution provided through clinician offices and Byte, a direct-to-consumer clear aligner solution.
Added
These investments in research and development have historically amounted to approximately 4% of net sales annually, and the Company has made certain additional investments to develop software and enhance its DS Core platform.
Removed
The aligner offerings also include software technology that enables aligner treatment planning and the seamless connectivity of a digital workflow from diagnostics through treatment delivery. Byte operations were significantly reduced after October 24, 2024 and limited to supporting patients already undergoing treatment, following a decision to voluntarily suspend sales and marketing of Byte aligners and impression kits.
Added
The Company plans to increase its annual investment in research and development to approximately 5% of net sales beginning in 2026. During 2025, the Company introduced CEREC Primemill Lite, which offers bridges, veneers, and other material classes, in a budget-friendly format. CEREC Primemill Lite is fully compatible with CEREC Software and the new CEREC workflow on DS Core.
Removed
In January 2025, the Company subsequently announced it will no longer offer the Byte direct-to-consumer clear aligner solution to new patients, and it has decided to leverage technologies developed by Byte elsewhere in the aligners portfolio to create orthodontic demand, support a digital clinical workflow, enhance the customer experience, and improve patient monitoring.
Added
The Company also launched CEREC Go, an easy-to-use wet-grinding unit designed specifically for composite and hybrid ceramic restorations. CEREC Go is designed to transform complex Class II restorations into a digitally supported workflow. The Company also launched a bioceramic sealer product called ProRoot Bio Sealer. The product addresses root canal obturation with its calcium silicate-based formula.
Removed
Wellspect Healthcare 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 provider of innovative medical devices that help people suffering from urinary retention or chronic constipation.
Added
ProRoot Bio Sealer is applied with ProRoot Flex Tip, allowing for easy application into all canal anatomies. The Company continued to expand and simplify workflows through clinical AI-powered solutions by launching DS Core Diagnose features in the United States.
Removed
The rapid pace of digital technology adoption, including the digitization of clinical workflows, is becoming a category standard versus traditional manual processes. • An accelerating trend, predominately in the United States, toward consolidation of dental practices into group affiliations, often called Dental Support Organizations (“DSOs”), which may expand access for underserved patient populations, remove administrative and capital burdens on providers, and allow more opportunities for investment in dental technology and patient care.
Added
With this expansion, dental professionals are able to use DS Core Diagnose for a wide array of functions, including visualizing AI-powered and CBCT-based illustrations for enhanced patient communication; combining X-rays, intraoral scans, and annotations in a unified digital Canvas; and sharing treatment plans digitally. The Company also introduced the CEREC Cercon 4D Multidimensional Zirconia Abutment Block.
Removed
Sales and Distribution As of December 31, 2024, Dentsply Sirona employed approximately 4,600 hi ghly trained, sales and technical staff specialized in each of our various products and solutions to provide comprehensive marketing, sales, and technical support services to meet the needs of our distributors and end-users.
Added
The product combines high strength with esthetics for both hybrid abutments and hybrid abutment crowns. Research and Development (“R&D”) investments include activities to accelerate product and clinical innovation and discipline and to develop potential improvements to the manufacturing process.
Removed
The Company remains focused on its strategy of enabling dentists to utilize superior integrated workflows through our robust market offerings in all key areas of dental procedures (implants, endodontic, restorative and aligners) as well as digital infrastructure (CAD/CAM and imaging) utilized in dental practices around the globe.
Added
In 2025, the Company partnered with these experts in the delivery of thousands of courses to train dental professionals in the proper use of the Company’s products and to introduce those professionals to the latest technological developments. Initiatives to support clinical education also include partnerships with research institutions and dental and medical schools.
Removed
In 2024, the Company continued a rigorous portfolio management process to simplify and optimize our suite of product offerings, gain efficiencies through optimized product life-cycle management, and improve overall customer experience.
Added
The size and number of the Company’s competitors vary by product and region.
Removed
The program, which has the potential to be expanded in future years, had an initial focus on endodontic and restorative consumable products, including a goal of achieving additional efficiency from optimizing our geographic footprint. Dentsply Sirona distributes approximately two-thirds of its dental consumable and technology and equipment products through third-party distributors.
Added
The Company’s production and sales of products are further subject to regulations concerning the use of conflict minerals, various environmental regulations such as the Federal Water Pollution Control Act (the “Clean Water Act”) and others enforced by the Environmental Protection Agency (“EPA”) or equivalent state agencies, and the Patient Protection and Affordable Care Act as amended by the Health Care and Education Reconciliation Act (the “Health Care Reform Law”).
Removed
N/A 10 % N/A 12 % 7 Although a significant portion of the Company’s sales are made to distributors, Dentsply Sirona focuses much of its marketing efforts on the orthodontists, dentists, dental specialists, dental hygienists, dental assistants, dental laboratories and dental schools which are the end-users of its products.
Added
All new employees participate in our custom Enterprise Orientation, which introduces our culture, explains how to navigate our organization, and reinforces our shared responsibility to deliver exceptional customer experiences. We also provide industry‑specific overviews to help employees learn the fundamentals of our industry and products.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

110 edited+22 added−114 removed93 unchanged
Biggest changeWe monitor and evaluate the potential impact of the effective and proposed tariffs as well as other recent changes in foreign trade policy on our supply chain, costs, sales and profitability, and we seek to implement strategies to mitigate such impact, including reviewing sourcing options and working with our vendors and merchants to seek to minimize products coming from China and other countries, both for existing products and for new product development, and we seek to select suppliers in low cost regions where tariff issues are less challenging.
Biggest changeWe 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.
Our indebtedness could have important consequences to us including the following: • making it more difficult or even impossible for us to satisfy our debt or contractual obligations; • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the funds available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes; • limiting our flexibility in planning for, or reacting to, changes in our business, future business opportunities and the industry in which we operate; • placing us at a competitive disadvantage compared to any of our less leveraged competitors; • increasing our vulnerability to a downturn in our business and both general and industry-specific adverse economic conditions; and • limiting our ability to obtain additional financing, which could worsen if any adverse changes in our credit ratings occur.
Our indebtedness could have important consequences to us, including the following: • making it more difficult or even impossible for us to satisfy our debt or contractual obligations; • exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest; • restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the funds available for working capital, capital expenditures, investments, acquisitions and other general corporate purposes; • limiting our flexibility in planning for, or reacting to, changes in our business, future business opportunities and the industry in which we operate; 17 • placing us at a competitive disadvantage compared to any of our less leveraged competitors; • increasing our vulnerability to a downturn in our business and both general and industry-specific adverse economic conditions; and • limiting our ability to obtain additional financing, which could worsen if any adverse changes in our credit ratings occur.
While we cannot predict what effect the policies of government entities and other third-party payors will have on future sales of our products, there can be no assurance that such policies would not cause our revenue to decline. 29 Challenges may be asserted against our products due to real or perceived quality, health or environmental issues.
While we cannot predict what effect the policies of government entities and other third-party payors will have on future sales of our products, there can be no assurance that such policies would not cause our revenue to decline. Challenges may be asserted against our products due to real or perceived quality, health or environmental issues.
Although past cybersecurity incidents have not had a material effect on our business or operations, and although we and our service providers take efforts to ensure the integrity of our systems and anticipate, detect, avoid or mitigate such threats, we cannot provide assurances that a future cyberattack would not result in material harm to our business and results of operations.
Although past cybersecurity incidents have not had a material effect on 11 our business or operations, and although we and our service providers take efforts to ensure the integrity of our systems and anticipate, detect, avoid or mitigate such threats, we cannot provide assurances that a future cyberattack would not result in material harm to our business and results of operations.
Additionally, while we cannot estimate our potential exposure to these matters at this time, we have already expended a significant amount of time and resources investigating and defending against the claims underlying these matters and expect to continue to do so.
Additionally, while we cannot estimate our potential exposure to these matters at this time, we have already expended a significant amount of time and resources investigating and defending against the claims underlying these matters and expect to 19 continue to do so.
We may need to reduce the amount of our indebtedness outstanding from time to time to comply with the ratios 23 required by such covenants, although no assurance can be given that we will be able to do so.
We may need to reduce the amount of our indebtedness outstanding from time to time to comply with the ratios required by such covenants, although no assurance can be given that we will be able to do so.
We continue to focus on standardizing our processes, improving our financial systems, maintaining effective internal controls and centralizing transaction management and execution to provide continued assurance with respect to our financial reports and prevent financial misstatement or fraud. In 2024, we continued implementing a new global ERP system, which will upgrade and standardize our existing information systems.
We continue to focus on standardizing our processes, improving our financial systems, maintaining effective internal controls and centralizing transaction management and execution to provide continued assurance with respect to our financial reports and prevent financial misstatement or fraud. In 2025, we continued implementing a new global ERP system, which will upgrade and standardize our existing information systems.
Any liability from failing to comply with applicable privacy and data protection laws could adversely affect our operations and our financial condition. These varying laws, rules, regulations and industry standards impact our businesses to the extent we rely on the use of personal data, including PHI, and create significant compliance challenges.
Any liability from failing to comply with applicable privacy and data protection laws could adversely affect our operations and our financial condition. These varying laws, rules, regulations and industry standards impact our businesses to the extent we rely on the use of PII, including PHI, and create significant compliance challenges.
Risks and uncertainties that we face with respect to our patents and patent applications include the following: • pending patent applications may not result in issued patents or may take longer than we expect to result in issued patents; • the allowed claims of any patents that are issued may not provide meaningful protection; • other companies may challenge patents licensed or issued to us; • disputes may arise regarding inventions and corresponding ownership rights in inventions and know-how resulting from the joint creation or use of intellectual property by us and our respective licensors; and 22 • other companies may design around the technologies patented by us.
Risks and uncertainties that we face with respect to our patents and patent applications include the following: • pending patent applications may not result in issued patents or may take longer than we expect to result in issued patents; • the allowed claims of any patents that are issued may not provide meaningful protection; • disputes may arise regarding inventions and corresponding ownership rights in inventions and know-how resulting from the joint creation or use of intellectual property by us and our respective licensors; and • other companies may design around the technologies patented by us.
With approximately two-thirds of our sales located outside the United States, our consolidated net sales are impacted negatively by the strengthening and positively by the weakening of the U.S. dollar as compared to certain foreign currencies.
With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are impacted negatively by the strengthening and positively by the weakening of the U.S. dollar as compared to certain foreign currencies.
As a result, we have experienced a material impact on our results of operations, and we may be required to take additional significant impairment charges if we are unsuccessful in our efforts to reposition Byte. On October 24, 2024, we announced the voluntary suspension of the sale and marketing of our direct-to-consumer Byte aligner systems and impression kits.
As a result, we have experienced a material impact on our results of operations, and we may be required to take additional significant impairment charges if we are unsuccessful in our efforts to reallocate Byte resources. On October 24, 2024, we announced the voluntary suspension of the sale and marketing of our direct-to-consumer Byte aligner systems and impression kits.
If specifically required by the FDA, a pre-market approval, or PMA, may be necessary. Such proceedings are potentially expensive and time consuming and may hinder a product’s entry into the marketplace.
If specifically required by the FDA, a pre-market approval may be necessary. Such proceedings are potentially expensive and time-consuming and may hinder a product’s entry into the marketplace.
We remain focused on ensuring that all our medical device products will be fully certified by the deadlines. Additionally, given the exit of the UK from the EU, the EU CE marking will be recognized in the UK through the earlier of the expiration of the product’s CE certificate or June 2028.
We remain focused on ensuring that applicable medical device products will be fully certified by the deadlines. Additionally, given the exit of the UK from the EU, the EU CE marking will be recognized in the UK through the earlier of the expiration of the product’s CE certificate or June 2028.
In the United States, the federal Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”) impose certain requirements on covered entities and their business associates 16 to protect the privacy and security of protected health information (“PHI”) and to provide notification in the event of a breach of PHI. The U.S.
In the United States, the federal Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”) impose requirements on covered entities and their business associates to protect the privacy and security of protected health information (“PHI”) and to provide notification in the event of a breach of PHI.
We may not achieve expected returns and benefits in connection with acquisitions as a result of various factors, including integration challenges, such as those relating to personnel and technology, and we may not achieve financial results consistent with revenue growth expectations and cost synergies anticipated from integration activities.
We may not achieve expected returns and benefits in connection with acquisitions or dispositions as a result of various factors, including integration challenges, such as those relating to personnel and technology, and we may not achieve financial results consistent with revenue growth expectations and cost synergies or savings anticipated from integration or disposition activities.
Moreover, there can be no assurance that the review or approval process for these products by the FDA or any other governmental authority will occur in a timely fashion, if at all, or that additional regulations will not be adopted or current regulations amended in a manner that will adversely affect us.
There can be no assurance that the review or approval process for these products by the FDA or any other governmental authority will occur in a timely fashion, or that additional regulations will not be adopted or current regulations amended in a manner that will adversely affect us.
Specifically, the Chinese government has implemented a volume-based procurement process designed to decrease prices for medical devices and other products, which has in the past resulted in, and could in the future result in, reduced margins on covered devices and products, required renegotiation of distributor arrangements, or an incurrence of inventory-related charges. For further information, see Part 1.
Specifically, the Chinese government has implemented a volume-based procurement process designed to decrease prices for medical devices and other products, which has in the past resulted in, and could in the future result in, reduced margins on covered devices and products, required renegotiation of distributor arrangements, or an incurrence of inventory-related charges.
Operating internationally is subject to uncertainties, including, but not limited to, those related to, the following: • economic and political instability; • import or export licensing requirements; • compliance-related risks; • trade restrictions and tariffs; • product registration requirements; • longer payment cycles; • changes in regulatory requirements and tariffs, including restrictions in China on the proportion of certain medical equipment which can be imported; • potentially adverse tax consequences; and • trade policy changes.
Operating internationally is subject to uncertainties, including, but not limited to, those related to, the following: • economic and political instability; • import or export licensing requirements; • compliance-related risks; 18 • trade restrictions and tariffs; • product registration requirements; • longer payment cycles; • uncertainty regarding energy costs and labor availability; • changes in regulatory requirements and tariffs, including restrictions in China on the proportion of certain medical equipment which can be imported; • potentially adverse tax consequences; and • trade policy changes.
If we suffer a serious breach of personal data, we may be subject to breach notification requirements, government investigations, media inquiries, civil and criminal fines and penalties, litigation, and negative public perception, and we may be required to expend substantial financial and personnel resources.
These laws and other state laws contain breach notification requirements. If we suffer a serious breach of personal data, we may be subject to breach notification requirements, government investigations, media inquiries, civil and criminal fines and penalties, litigation, and negative public perception, and we may be required to expend substantial financial and personnel resources.
We currently use disparate systems, including Enterprise Resource Planning (“ERP”) systems, across the organization, which may reduce our ability to obtain and analyze business data in a timely manner, increase costs for system upgrades, and pose business partner connection challenges.
We currently use disparate systems, including ERP systems, across the organization, which may reduce our ability to obtain and analyze business data in a timely manner, increase costs for system upgrades, and pose business partner connection challenges.
Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, could adversely affect our operations and financial results. The European Union’s Corporate Sustainability Reporting Directive (“CSRD”) requires impacted companies, including multi-national companies with an EU presence, to make extensive sustainability and climate-related disclosure.
Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, could adversely affect our operations and financial results. • The European Union’s Corporate Sustainability Reporting Directive (“CSRD”) requires impacted companies to make extensive sustainability and climate-related disclosure.
The Organisation for Economic Co-operation and Development (“OECD”) and other government bodies have focused on the taxation of multi-national corporations, including in the area of “base erosion and profit shifting,” where payments are made from affiliates in jurisdictions with high tax rates to affiliates in jurisdictions with lower rates.
These changes may have an impact on our future tax payments. • The Organisation for Economic Co-operation and Development (“OECD”) and other government bodies have focused on the taxation of multi-national corporations, including in the area of “base erosion and profit shifting,” where payments are made from affiliates in jurisdictions with high tax rates to affiliates in jurisdictions with lower rates.
The breadth and complexity of our information and technology systems have increased and we expect that they will continue to increase as we expand the services enabled by DS Core and further develop our ERP systems and product offerings to utilize artificial intelligence (“AI”) and analytics.
The breadth and complexity of our information and technology systems have increased and we expect that they will continue to increase as we expand the services enabled by DS Core and further develop our Enterprise Resource Planning (“ERP”) systems and product offerings to utilize artificial intelligence (“AI”) and analytics (such as DS Core).
Other laws, referred to as “anti-kickback laws,” prohibit soliciting, offering, receiving, or paying remuneration in order to induce the referral of a patient or ordering, purchasing, leasing or arranging for or recommending ordering, purchasing or leasing, of items or services that are paid for by health care payors and programs.
Other laws, referred to as “anti-kickback laws,” prohibit soliciting, offering, receiving, or paying remuneration in order to induce the referral of a patient or ordering, purchasing, leasing or arranging for or recommending ordering, purchasing or leasing, of items or services that are paid for by health care payors and programs. Additionally, under the reporting and disclosure obligations of the U.S.
The length, impact, and outcome of this ongoing military conflict is highly unpredictable and could lead to significant market and other disruptions, which, along with the spillover effect of ongoing civil, political, and economic disturbances on surrounding areas, may significantly devalue currencies we use or have other adverse impacts, including increased costs of raw materials, manufacturing or shipping delays or increases in inflation rate, cyberattacks and supply chain challenges.
These conflicts are highly unpredictable and could lead to significant market and other disruptions, which along with the spillover effect of ongoing civil, political, and economic disturbances on surrounding areas, may significantly devalue currencies we use or have other adverse impacts, including increased costs of raw materials, manufacturing or shipping delays or increases in inflation rate, cyberattacks and supply chain challenges.
Company management may be required to divert their focus to these disruptions, and implementation may require the agreement of third parties, such as labor unions or works councils.
Company management may be required to divert their focus to these disruptions, and implementation may require agreements with third parties, such as labor unions or works councils.
Implementation is expected to take several years to complete, and cost overruns or any disruptions, delays or complications could lead to higher than anticipated capital investments and related costs, distract from our core business, or result in failures to produce financial information accurately and timely and may adversely impact our financial results.
Execution of the implementation plan is expected to take several years to complete, and cost overruns or any disruptions, delays or complications could lead to higher than anticipated capital investments and related costs, potentially adverse impacts to sales and shipping activities, distract from our core business, or result in failures to produce financial information accurately and timely and may adversely impact our financial results.
If these competing products capture significant market share or result in a decrease in market prices overall, there could be negative impacts on our results of operations and financial condition. We generate a substantial portion of our revenue through a limited number of distributors that provide important support to end-users. Together, our two largest distributors, Patterson Companies, Inc.
If these competing products capture significant market share or result in a decrease in market prices overall, there could be negative impacts on our results of operations and financial condition. We generate a substantial portion of our revenue through a limited number of distributors who we also rely on to provide important service and support to end-users.
Our internal policies, procedures and Code of Ethics and Business Conduct mandate compliance with these anti-corruption laws. However, we operate in some countries known to experience corruption.
Our internal policies, procedures and Code of Ethics and Business Conduct mandate compliance with these anti-corruption laws. However, we operate in some countries perceived to have a higher risk of corruption.
Our success will depend in part on our ability to obtain patents for technology in our products and defend infringement on our patents by third parties that relate to our products, technologies, and processes, both in the United States and in other countries.
Our success will depend in part on our ability to obtain patents for technology in our products, defend infringement on our patents by third parties that relate to our products, technologies, and processes, both in the United States and in other countries, and defend against claims that we are infringing on the intellectual property of others.
We review amortizable intangible assets for impairment when events indicate the carrying value may not be recoverable. We test goodwill and indefinite-lived intangibles for impairment at least annually. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management’s best estimates.
We test goodwill and indefinite-lived intangibles for impairment at least annually. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect management’s best estimates.
We may be unable to obtain necessary product approvals and marketing clearances. We must obtain certain approvals and marketing clearances from, governmental authorities, including the FDA and similar health authorities in foreign countries to market and sell select products in those countries. These agencies regulate the marketing, manufacturing, labeling, packaging, advertising, sales and distribution of medical devices.
We must obtain certain approvals and marketing clearances from governmental authorities, including the FDA and similar health authorities in foreign countries to market and sell select products in the United States and foreign countries. These agencies regulate the marketing, manufacturing, labeling, packaging, advertising, sales, installation, service, and distribution of medical devices and pharmaceuticals.
Below is a full description of each of such significant risk factors. RISKS RELATED TO OUR BUSINESSES We rely heavily on information technology to operate our businesses and product portfolios, and any cyber incidents could harm our operations and have a material impact on our business and financial results.
Item 1A. Risk Factors RISKS RELATED TO OUR BUSINESSES We rely heavily on information technology to operate our businesses and product portfolios, and any cyber incidents could harm our operations and have a material impact on our business and financial results.
Our management has devoted and may be required to further devote significant time 28 and attention to the German Tax Investigation. If the German Tax Investigation is resolved against us, it could harm our reputation, business, ability to attract talent, particularly professionals with backgrounds in international tax and tax accounting, financial condition and results of operations.
If the German Tax Investigation is resolved against us, it could harm our reputation, business, ability to attract talent, particularly professionals with backgrounds in international tax and tax accounting, financial condition and results of operations.
Tightening of credit in financial markets has adversely impacted our customers’ and suppliers’ ability to obtain financing and could result in additional impacts in the future, including a decrease in or cancellation of orders for our products and services, inability of customers to make payments, and increased risk of supplier financial distress.
Tightening of credit in financial markets has adversely impacted our customers’ and suppliers’ ability to obtain financing and could result in additional impacts in the future, including a decrease in or cancellation of orders for our products and services, inability of customers to make payments, and increased risk of supplier financial distress. 24 Talent gaps and challenges in managing and retaining top talent may impact our ability to operate effectively, execute strategic initiatives, and deliver for our customers.
Any ongoing investigation of potential violations of the FCPA or other anti-corruption laws by the United States or foreign authorities could harm our reputation and have an adverse impact on our business, financial condition and results of operations. Compliance with numerous applicable existing and new Applicable Laws could require us to incur substantial regulatory compliance costs.
Any ongoing investigation of potential violations of the FCPA 22 or other anti-corruption laws by the United States or foreign authorities could harm our reputation and have an adverse impact on our business, financial condition and results of operations.
The failure to either deliver the application on time or 20 anticipate readiness and training needs could lead to business disruptions. The quarterly timing of sales may also be impacted as distributors adjust their buying patterns and inventory levels in anticipation of potential business disruptions related to the implementation of our new ERP system.
The quarterly timing of sales may also be impacted as distributors adjust their buying patterns and inventory levels in anticipation of potential business disruptions related to the implementation of our new ERP system.
A serious breach of our quality assurance or quality control procedures, deterioration of our quality image, impairment of our customer or consumer relationships or failure to adequately protect the relevance of our brands may lead to litigation, customers purchasing from our competitors, other brands or private labels not manufactured by us, or regulatory enforcement action, any of which could have a material negative impact on our business, financial condition or results of operations. 18 Our ongoing business operations may be disrupted for a significant period of time, resulting in material operating costs and financial losses.
A serious breach of our quality assurance or quality control procedures, deterioration of our quality image, impairment of our customer or consumer relationships or failure to adequately protect the relevance of our brands may lead to litigation, customers purchasing from our competitors, other brands or private labels not manufactured by us, or regulatory enforcement action, any of which could have a material negative impact on our business, financial condition or results of operations. 13 We may be unable to execute key strategic initiatives due to competing priorities and strategies of our distribution partners and other factors, which may result in financial losses and operational inefficiencies.
Any disruptions to or deterioration of our distribution partners’ or service providers’ information and technology infrastructures could pose a threat to our operations and harm our business. 15 Like other large, global companies, during the normal course of business, we have experienced and expect to continue to experience cyber threats, attacks and other attempts to compromise our information systems, with such attacks and threats rapidly increasing in both sophistication and frequency.
Like other large, global companies, during the normal course of business, we have experienced and expect to continue to experience cyber threats, attacks and other attempts to compromise our information systems, with such attacks and threats rapidly increasing in both sophistication and frequency.
We intend to continue utilizing acquisitions, dispositions, and strategic investments as a part of our strategy for growth and to improve financial results. We have made, and may continue to make in the future, acquisitions to enhance our business and product portfolio, which require us to invest significant resources to integrate the businesses we acquire.
We have made, and may continue to make in the future, acquisitions to enhance our business and product portfolio, which require us to invest significant resources to integrate the businesses we acquire. We also periodically evaluate our businesses and assets for potential disposition as a key part of our strategy.
We are also in the process of implementing a new global ERP system, which will upgrade and standardize our existing information systems. Beginning in 2023 and continuing through 2024, we made capital investments in this system, which has resulted in significant costs and uses of cash that are expected to continue in the future.
Beginning in 2023 and continuing through 2025, we made capital investments to support the implementation of this new global ERP system, which has resulted in significant costs and uses of cash that are expected to continue in the future.
Our business, operating results, financial condition and liquidity may be adversely affected by changes in global economic conditions, including inflation, supply chain disruptions, credit market conditions, consumer and business confidence, and other factors generally beyond our control. We expect the current global supply chain and labor market challenges and inflationary pressures will continue to negatively affect our results of operations.
Our business, operating results, financial condition, credit rating, access to credit markets, and liquidity may be adversely affected by changes in global economic conditions, including inflation, supply chain disruptions, credit market conditions, consumer and business confidence, and other factors generally beyond our control.
Additionally, a significant portion of our injectable anesthetic products, orthodontic products, certain dental cutting instruments, catheters, nickel titanium products and certain other products and raw materials are purchased from a limited number of suppliers and in certain cases single source suppliers pursuant to agreements that are subject to periodic renewal, some of which may also compete with us.
Additionally, certain raw materials are purchased from a limited number of suppliers, including in certain cases single source suppliers pursuant to agreements that are subject to periodic renewal, some of which may also compete with us.
The worldwide markets for dental and continence care products are highly competitive and are subject to rapid and significant technological disruption.
We may be unable to develop innovative products and solutions to stimulate customer demand. The worldwide markets for dental and continence care products are highly competitive and are subject to rapid and significant technological disruption.
We cannot predict whether changes in Healthcare Fraud Laws, or the interpretation thereof, or changes in our services or practices in response, could adversely affect our business. 30 Our business is subject to extensive, complex, and changing domestic and foreign laws, rules, regulations, self-regulatory codes, directives, circulars and orders which, if not complied with, subject us to civil or criminal penalties or other liabilities.
Our business is subject to extensive, complex, and changing domestic and foreign laws, rules, regulations, self-regulatory codes, directives, circulars and orders which, if not complied with, subject us to civil or criminal penalties or other liabilities.
In addition, changes in the capital structure or ownership of distributors could result in changes to our relationship, including shifts in strategies related to inventory management, customer service and servicing the installed base of Dentsply Sirona products.
In addition, changes in the capital structure or ownership of distributors could result in changes to our relationship, including shifts in strategies related to inventory management, customer service and servicing the installed base of our products. We rely in part on our distributor and customer relationships to predict future demand levels and estimate the impact on our financial results.
We may face additional litigation and regulatory examinations, investigations, proceedings or court orders, including additional cease and desist orders, the suspension of trading of our securities, delisting of our securities, the assessment of civil monetary penalties and other equitable remedies. Our management has devoted and may be required to further devote significant time and attention to these matters.
While the related SEC investigation has been closed, we may face additional litigation and regulatory examinations, investigations, proceedings or court orders, including additional cease and desist orders, the suspension of trading of our securities, delisting of our securities, the assessment of civil monetary penalties and other equitable remedies.
If any of these matters are resolved against us, it could harm our reputation, business, financial condition and results of operations.
Our management has devoted and may be required to further devote significant time and attention to these matters. If any of these matters are resolved against us, it could harm our reputation, business, financial condition and results of operations.
New and more stringent multinational, national and state technology legislation and regulations may be adopted in 2025 and beyond. We cannot predict the scope of new legislation, regulation or enforcement, the jurisdictions that may be involved, or impact.
Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm. New and more stringent multinational, national and state technology legislation and regulations may be adopted in 2026 and beyond. We cannot predict the scope of new legislation, regulation or enforcement, the jurisdictions that may be involved, or impact.
To protect our rights to our intellectual property, we rely on a combination of patent and trademark law, trade secret protection, confidentiality agreements and contractual arrangements with our employees, strategic partners, and others.
To protect our rights to our intellectual property, we rely on a combination of patent and trademark law, trade secret protection, confidentiality agreements and contractual arrangements with our employees, strategic partners, and others. However, we cannot be assured that the protective steps that we have taken will be adequate to detect, protect against or deter misappropriation.
Further, defending or enforcing our intellectual property rights could result in the expenditure of significant resources. Litigation may be necessary to assert claims against others, enforce patents owned by or licensed to us, protect our trade secrets or know-how, or determine the enforceability, scope, and validity of our proprietary rights.
Litigation may be necessary to assert claims against others, enforce patents owned by or licensed to us, protect our trade secrets or know-how, or determine the enforceability, scope, and validity of our proprietary rights or to defend third-party claims that we have infringed on proprietary rights of others.
The sales of Byte aligner systems and impression kits represented approximately 3% of our annual revenue for the year ended December 31, 2024, and the assets related to the Byte aligner business are approximately 1% of the Company’s assets as of December 31, 2024. We also incurred charges relating to customer refunds and asset write-offs.
The sales of Byte aligner systems and impression kits represented approximately 2% of our annual revenue for the year ended December 31, 2025, and the assets related to the Byte aligner business are approximately 5% of the Company’s assets as of December 31, 2025.
Such failure to comply with covenants may also hurt our reputation and credibility with our stockholders and our debt holders and may compromise our future ability to finance our operations through the public equity or debt markets.
Such failure to comply with covenants may also hurt our reputation and credibility with our stockholders and our debt holders and may compromise our future ability to finance our operations through the public equity or debt markets. There is no guarantee that we will be able to renew or replace our existing debt agreements as they become due.
Item 1, “Business - Regulation.” We cannot predict future impacts of the volume-based procurement program on our business, including any expansion of the program to include additional products within our portfolio. Certain of these risks may be heightened because of changing political climates.
We cannot predict future impacts of the volume-based procurement program on our business, including any expansion of the program to include additional products within our portfolio.
We seek to maintain our reputation, and successful promotion of our brand depends on multiple factors, including our marketing efforts and our ability to deliver a superior customer experience, develop innovative products, and differentiate our offerings from those of our competitors. Additionally, the strength of our brand relies on continued effective use of our distribution network and customer service platforms.
Damage to our reputation or brand could negatively impact our business, financial condition or results of operations. We seek to maintain our reputation, and successful promotion of our brand depends on multiple factors, including our marketing efforts and our ability to deliver a superior customer experience, develop innovative products, and differentiate our offerings from those of our competitors.
Our foreign currency hedging and cash management transactions may be ineffective or only partially mitigate the impact of exchange rate fluctuations, exposing us to unexpected volatility. Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows.
Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows.
These and other unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or cause lenders not to extend credit to us.
Additionally, high interest rates have created financial market volatility, which could further negatively impact financial markets or lead to an economic downturn. These and other unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or cause lenders not to extend credit to us.
We have recognized substantial goodwill and indefinite-lived intangible asset impairment charges and may be required to recognize additional goodwill and indefinite-lived intangible asset impairment charges in the future. We have acquired other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangibles.
We have recognized substantial goodwill and indefinite-lived intangible asset impairment charges and may be required to recognize additional goodwill and indefinite-lived intangible asset impairment charges in the future. We have acquired companies resulting in the recognition of goodwill and intangible assets.
This data is subject to an increasing number of U.S. and foreign laws and regulations, including oversight by regulatory or governmental bodies. The EU General Data Protection Regulation (“GDPR”), for example, imposes stringent data protection requirements and provides significant penalties for noncompliance.
This data is subject to an increasing number of U.S. and foreign laws and regulations, including oversight by regulatory or governmental bodies.
Additionally, the rapid pace of technological advancements may accelerate amortization faster than we anticipated or impair investments in our software technology, which could negatively impact our results. Damage to our reputation or brand could negatively impact our business, financial condition or results of operations.
Additionally, the rapid pace of technological advancements may accelerate amortization faster than we anticipated or impair investments in our software technology, which could negatively impact our results. 15 Our ongoing business operations may be disrupted for a significant period of time, resulting in material operating costs and financial losses.
Inadequate levels of reimbursement from governmental or other third-party payors for procedures using our products may cause our revenue to decline. Third-party payors, including government health administration authorities, private health care insurers and other organizations, regulate the reimbursement of fees related to certain diagnostic procedures or medical treatments.
Third-party payors, including government health administration authorities, private health care insurers and other organizations, regulate the reimbursement of fees related to certain diagnostic procedures or medical treatments. Third-party payors are increasingly challenging the price and cost-effectiveness of medical products and services. For example, the U.S.
Current or future insurance arrangements may not provide protection for costs that may arise from such events, particularly if such events are catastrophic in nature or occur in combination.
Current or future insurance arrangements may not provide protection for costs that may arise from such events, particularly if such events are catastrophic in nature or occur in combination. Although we maintain multiple manufacturing facilities, a large number of the products manufactured by us are manufactured in facilities that are the sole source of such products.
If we become involved in litigation, we may incur substantial expense, and the proceedings may divert the attention of key personnel, even if we ultimately prevail.
If we cannot obtain third-party licenses when necessary, we may be restricted or prevented from commercializing our products. If we become involved in litigation, we may incur substantial expense, and the proceedings may divert the attention of key personnel, even if we ultimately prevail.
While we seek to mitigate our risks associated with climate events, we recognize that there are inherent climate-related risks regardless of where we conduct our businesses. Global climate change is expected to result in certain types of natural disasters occurring more frequently or with increased intensity and such climate events could disrupt the production and distribution of our products.
There is potential that global climate change could result in certain types of natural disasters occurring more frequently or with increased intensity and such climate events could disrupt our third-party suppliers, production, and distribution of our products.
We may also incur charges related to restructuring plans that are higher than anticipated, which would reduce our profitability in the periods such charges are incurred.
We may also undertake restructuring plans that lead to our incurring charges to execute the plans, which charges may be higher than anticipated, reducing our profitability in the periods such charges are incurred. We executed a restructuring plan in 2024 (the “2024 Plan”).
Failure or abandonment of any part of the ERP system could result in a write-off of part or all of the costs that have been capitalized on the project. Additionally, our ability to achieve benefits from our strategic initiatives within the expected timeframe is subject to many estimates, assumptions, and other factors that we may not be able to control.
Our ability to achieve benefits from our strategic initiatives within the expected timeframe is subject to many estimates, assumptions, and other factors that we may not be able to control.
The promotion of our brand requires us to make substantial expenditures, including continued investments in enhancing customer experience. Our brand promotion activities may not be successful in maintaining or increasing our current level of revenue. If we do not successfully position our brand and reputation as an industry leader, our business and operating results may be adversely affected.
Additionally, the strength of our brand relies on continued effective use of our distribution network and customer service platforms. The promotion of our brand requires us to make substantial expenditures, including continued investments in enhancing customer experience. Our brand promotion activities may not be successful in maintaining or increasing our current level of revenue.
Cyberattacks could also cause us to incur significant costs, disrupt key business operations and divert attention of management and key information technology resources. We also face the ongoing challenge of controlling access to our information and technology infrastructure. We have experienced various cyber incidents in the past and have implemented new controls, governance, protections and procedures as a result.
We also face the ongoing challenge of controlling access to our information and technology infrastructure. We have implemented new controls, governance, protections and procedures as a result of cyber incidents experienced in the past. If we do not successfully manage these access controls, it could expose us to the risk of security breaches or disruptions.
As of the date of this filing, there have been no charges against the Company or current or former employees. Potential outcomes of the German Tax Investigation involve a number of uncertainties, including those relating to the application of tax law and regulations, and there can be no assurance that the German Tax Investigation will be resolved favorably.
Potential outcomes of the German Tax Investigation involve a number of uncertainties, including those relating to the application of tax law and regulations, and there can be no assurance that the German Tax Investigation will be resolved favorably. Our management has devoted and may be required to further devote significant time and attention to the German Tax Investigation.
For further information, see Note 11, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.
There can be no assurance that our future asset impairment testing will not result in a material charge to earnings. For further information regarding the specifics of our impairments, see Note 11, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.
We may fail to realize the expected benefits of our strategic initiatives, including executed, announced, or potential future restructuring and other business transformation efforts. In order to improve performance and drive value creation, we implemented a restructuring plan during 2024 (the “2024 Plan”).
We may fail to realize the expected benefits of our strategic initiatives, including executed, announced, or potential future restructuring and other business transformation efforts. We undertake strategic initiatives in an attempt to improve the effectiveness and efficiency of our organization, support growth initiatives and improve operating and financial results.
The initial suspension and subsequent decisions regarding Byte products has had a material impact on our results of operations.
In January 2025, we announced that Byte aligners would no longer be offered to new patients. The initial suspension and subsequent decisions regarding Byte products had a material impact on our results of operations.
Actions taken under the 2024 Plan will seek to further streamline our operations and global footprint, as well as improve alignment of our cost structure with strategic growth objectives. In addition, we made restructuring changes during 2023 (the “2023 Plan”).
Actions taken under the 2024 Plan sought to streamline our operations and global footprint, as well as improve alignment of our cost structure with strategic growth objectives. The 2024 Plan is substantially complete as of December 31, 2025. In addition, we implemented a new restructuring plan in 2026 (the “2026 Plan”) to improve operational performance and drive stockholder value creation.
Some of these proposals include a two-pillar approach to global taxation, focusing on global profit allocation and a global minimum tax rate (“Pillar Two”). On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, which became effective as of January 2024.
On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15% (“Pillar Two”), which became effective as of January 2024. Other countries have made, or are actively considering, changes to their tax laws to adopt certain parts of the OECD’s proposals.
Failure to comply with Applicable Laws could result in a range of governmental enforcement actions, including fines or penalties, injunctions and/or criminal or other civil proceedings.
For example, most of our products are classified as medical devices or pharmaceuticals, which are subject to extensive regulations globally, including the requirement to obtain licenses for the manufacture or distribution of such products. Failure to comply with Applicable Laws could result in a range of governmental enforcement actions, including fines or penalties, injunctions and/or criminal or other civil proceedings.
We operate in approximately 150 countries and our suppliers’ manufacturing facilities are located in multiple locations around the world.
We sell to customers in approximately 140 countries and our manufacturing facilities, along with those of our suppliers, are located in multiple countries around the world.
An adverse determination in such proceedings could subject us to significant liabilities, allow our competitors to market competitive products without obtaining a license from us, prohibit us from marketing our products or require us to seek licenses from third parties. If we cannot obtain such licenses, we may be restricted or prevented from commercializing our products.
An adverse determination in such proceedings could subject us to significant liabilities, allow our competitors to market competitive products without obtaining a license from us, prohibit us from marketing our products, require us to seek licenses from third parties, require us to pay substantial damages, including but not limited to treble damages, attorneys’ fees and costs, for past infringement, or we could be at risk for an injunction if it is ultimately determined that our products infringe a third party’s intellectual property rights.
Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit the ability of the Company and our business partners to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.
Additionally, there is uncertainty around the validity and enforceability of intellectual property rights related to the use, development, and deployment of AI. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit the ability of the Company and its business partners to develop, deploy or use AI technologies.
Failure to comply with the FDA’s advertising guidelines may result in the imposition of penalties, enforcement actions, or import bans, and other negative consequences. 27 We are also subject to other federal, state, and local laws, regulations and recommendations relating to safe working conditions, and to laboratory and manufacturing practices.
The FDA also oversees the content of advertising and marketing materials relating to medical devices that received FDA clearance. Failure to comply with the FDA’s advertising guidelines may result in the imposition of penalties, enforcement actions, import bans, or other negative consequences.
However, despite our compliance efforts, we may suffer a serious breach of PHI or be subject to a cyberattack that compromises the PHI that we maintain. Additionally, federal and state privacy and security-related laws may be more restrictive than HIPAA and could impose additional penalties.
However, despite our compliance efforts, we may suffer a serious breach of PHI or be subject to a cyberattack that compromises the PHI that we maintain, which may require that we pay monetary civil penalties or establish corrective action plans.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn response to these assessments, we have developed contingency plans for business continuity if our vendors are subject to a cyberattack that impacts our use of their systems. 35 Our Information Security team conducts annual information security awareness training for employees involved in our systems and processes that handle customer data and audits of our systems and conducts enhanced training for specialized personnel.
Biggest changeIn response to these assessments, we have developed contingency plans for business continuity if our vendors are subject to a cyberattack that impacts our use of their systems.
These activities include processes to triage, assess the severity of, escalate, contain, investigate, and remediate incidents, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
These activities include processes to triage, assess the severity of, escalate, contain, investigate, and remediate 25 incidents, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
The CIO also promptly informs and updates the Company’s Board of Directors about any information security incidents that may pose significant risk to the Company. Our guidelines require that any significant cybersecurity matters including strategic risk management decisions are escalated to the Board of Directors to ensure that they have comprehensive oversight.
The CISO also promptly informs and updates the Company’s Board of Directors about any information security incidents that may pose significant risk to the Company. Our guidelines require that any significant cybersecurity matters, including strategic risk management decisions, are escalated to the Board of Directors to ensure that they have comprehensive oversight.
In the last three years, we have not experienced any material information security breach incidents. The Company maintains cybersecurity insurance, and as part of management oversight we regularly review our policy and levels of coverage based on current risks.
In the last three years, we are not aware of having experienced any material information security breach incidents. The Company maintains cybersecurity insurance, and as part of management oversight we regularly review our policy and levels of coverage based on current risks.
Governance Management’s Role Managing Risk The cybersecurity risk management processes described above are managed by our CIO who reports directly to our Chief Executive Officer. Our CIO has over 20 years of experience in matters of cybersecurity and information systems including senior roles at other global publicly traded companies in various industries.
Governance Management’s Role Managing Risk The cybersecurity risk management processes described above are managed by our Chief Information Security Officer (“CISO”), who has over 20 years of experience in matters of cybersecurity and information systems including senior roles at other global publicly traded companies in various industries.
These briefings encompass a broad range of topics, including: • current cybersecurity landscape and emerging threats; • the status of ongoing cybersecurity initiatives and strategies; • compliance with regulatory requirements and industry standards; and • updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents.
Our CISO provides updates to either the AFC or to the full Board of Directors on a quarterly basis on a broad range of topics, including: • current cybersecurity landscape and emerging threats; • the status of ongoing cybersecurity initiatives and strategies; • compliance with regulatory requirements and industry standards; and • updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents.
We also conduct cyber awareness training and simulate responses to cybersecurity incidents and use the findings to improve our practices, procedures, and technologies. The Company provides security awareness education and training for all employees and consultants, conducts monthly internal “phishing” testing and mandatory training for “clickers,” and publishes periodic cybersecurity newsletters to highlight any emerging or urgent security threats.
The Company provides security awareness education and training for all employees and consultants, conducts monthly internal “phishing” testing and mandatory training for “clickers,” and publishes periodic cybersecurity newsletters to highlight any emerging or urgent security threats.
The AFC conducts an annual review of the Company’s cybersecurity posture and the effectiveness of its risk management strategies. As part of this review, the Company’s cybersecurity program is periodically evaluated by external experts, and the results of those reviews are reported to the Company’s Board of Directors.
The AFC conducts an annual review of the Company’s cybersecurity posture and the effectiveness of its risk management strategies, including input from external experts, and the results of those reviews are reported to the Company’s Board of Directors. 26
Our CIO is a member of multiple professional organizations, and holds professional certifications from leading information, compliance, and privacy organizations. His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our CIO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.
His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our CISO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.
Board of Directors Oversight Our Board of Directors is committed to mitigating data privacy and cybersecurity risks and recognizes the importance of these issues as part of our risk management framework. The AFC is charged with oversight of data privacy and cybersecurity risks.
Board of Directors Oversight Our Board of Directors is committed to mitigating data privacy and cybersecurity risks and has charged the AFC with oversight of data privacy and cybersecurity risks.
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Our Chief Information Officer (“CIO”), who reports directly to the Chief Executive Officer, oversees the Company’s approach to managing cybersecurity and digital risk.
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Our Information Security team conducts annual information security awareness training for employees involved in our systems and processes that handle customer data and audits of our systems and conducts enhanced training for specialized personnel. We also conduct cyber awareness training and simulate responses to cybersecurity incidents and use the findings to improve our practices, procedures, and technologies.
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Our CIO also regularly engages with cross-functional teams at the Company and partners with our dedicated technology risk management and privacy teams and collaborates with our internal audit department to review information technology-related internal controls as part of the overall internal controls process.
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Our information security strategic plan includes the development of a single detection and response team across both the corporate and product information and technology environments. We periodically conduct risk assessments to identify threats and vulnerabilities, and then determine the likelihood and impact for each risk using a qualitative risk assessment methodology.
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We identify risks from various sources, including vulnerability scans, penetration tests, vendor risk assessments, product and services audits, internal compliance assessments and threat-hunting operations. We monitor our infrastructure and applications to identify evolving cyber threats, scan for vulnerabilities and mitigate risks.
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At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation, and the CIO is also continually informed about any developments in cybersecurity, including potential threats and industry techniques for risk management to address those threats.
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The role of the CIO includes implementation and oversight of effective processes to monitor our information systems, including the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. The CIO regularly reports to senior management on our cybersecurity risks and actions taken to mitigate that risk.
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Our CIO provides updates to either the AFC or to the full Board of Directors on a quarterly basis on our cybersecurity risks and actions taken to mitigate that risk.
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This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework. 36

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties The following is a listing of Dentsply Sirona’s principal manufacturing and distribution locations: Location Function Leased or Owned United States: Milford, Delaware (2) Manufacture of dental consumable products Owned Sarasota, Florida (2) (3) Manufacture of orthodontic accessory products and dental consumable products Owned Waltham, Massachusetts (3) Manufacture and distribution of dental implant products Leased Long Island City, New York (1) (6) Manufacture of dental equipment products Exited Lancaster, Pennsylvania (5) Distribution of dental consumable and dental equipment products Leased York, Pennsylvania (1) (2) Manufacture and distribution of dental equipment products Owned Johnson City, Tennessee (2) Manufacture and distribution of endodontic instruments and materials Leased Foreign: Pirassununga, Brazil (3) Manufacture and distribution of artificial teeth Owned Bensheim, Germany (1) Manufacture and distribution of dental equipment Owned Hanau, Germany (3) Manufacture and distribution of precious metal dental alloys, dental ceramics and dental implant products Owned Konstanz, Germany (2) Manufacture and distribution of dental consumable products Owned Munich, Germany (2) Manufacture and distribution of endodontic instruments and materials Owned Bar Lev Industrial Park, Israel (3) Manufacture and distribution of dental implant products Owned/Leased Badia Polesine, Italy (2) Manufacture and distribution of dental consumable products Owned/Leased Venlo, Netherlands (5) Distribution of dental consumable products Leased Mölndal, Sweden (3) (4) Manufacture and distribution of dental implant products and healthcare consumable products Owned Ballaigues, Switzerland (2) Manufacture and distribution of endodontic instruments, plastic components and packaging material Owned Ankara, Turkey (4) Manufacture and distribution of healthcare consumable products Owned Mexicali, Mexico (3) Manufacture of orthodontic products Leased San Jose Province, Costa Rica (3) Service provider of orthodontic products Leased (1) These properties are included in the Connected Technology Solutions segment.
Biggest changeProperties The following is a listing of Dentsply Sirona’s principal manufacturing and distribution locations: Location Function Leased or Owned United States: Milford, Delaware (2) Manufacture of dental consumable products Owned Sarasota, Florida (2) (3) Manufacture of orthodontic accessory products and dental consumable products Owned Waltham, Massachusetts (3) Manufacture and distribution of dental implant products Leased Lancaster, Pennsylvania (5) Distribution of dental consumable and dental equipment products Leased York, Pennsylvania (1) (2) Manufacture and distribution of dental equipment products Owned Johnson City, Tennessee (2) Manufacture and distribution of endodontic instruments and materials Leased Foreign: Pirassununga, Brazil (3) Manufacture and distribution of artificial teeth and dental consumable products Owned Bensheim, Germany (1) Manufacture and distribution of dental equipment Owned Hanau, Germany (3) Manufacture and distribution of precious metal dental alloys, dental ceramics and dental implant products Owned Konstanz, Germany (2) Manufacture and distribution of dental consumable products Owned Munich, Germany (2) Manufacture and distribution of endodontic instruments and materials Owned Bar Lev Industrial Park, Israel (3) Manufacture and distribution of dental implant products Owned/Leased Badia Polesine, Italy (2) Manufacture and distribution of dental consumable products Owned/Leased Venlo, Netherlands (5) Distribution of dental consumable products Leased Mölndal, Sweden (3) (4) Manufacture and distribution of dental implant products and healthcare consumable products Owned Ballaigues, Switzerland (2) Manufacture and distribution of endodontic instruments, plastic components and packaging material Owned Ankara, Turkey (4) Manufacture and distribution of healthcare consumable products Owned Mexicali, Mexico (3) Manufacture of orthodontic products Leased San Jose Province, Costa Rica (3) Service provider of orthodontic products Leased (1) These properties are included in the Connected Technology Solutions segment.
We believe that our properties and facilities are well maintained and are generally suitable and adequate for the purposes for which they are used. 37
We believe that our properties and facilities are well maintained and are generally suitable and adequate for the purposes for which they are used.
In addition, the Company maintain sales and distribution offices at certain of our foreign and domestic manufacturing facilities, as well as at various other U.S. and international locations. Most of these sites around the world that are used exclusively for sales and distribution are leased.
In addition, the Company maintains sales and distribution offices at certain of our foreign and domestic manufacturing facilities, as well as at various other U.S. and international locations. Most of these sites around the world that are used exclusively for sales and distribution are leased.
(2) These properties are included in the Essential Dental Solutions segment. (3) These properties are included in the Orthodontic and Implant Solutions segment. (4) These properties are included in the Wellspect Healthcare segment. (5) These properties are distribution warehouses not managed by named segments. (6) This property was closed during the three months ended December 31, 2024.
(2) These properties are included in the Essential Dental Solutions segment. (3) These properties are included in the Orthodontic and Implant Solutions segment. (4) These properties are included in the Wellspect Healthcare segment. (5) These properties are distribution warehouses not managed by named segments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThese legal matters primarily involve stockholder derivative suits, claims for damages arising out of the use of our products and services and claims relating to intellectual property matters including patent infringement, employment matters, tax matters, commercial disputes, competition and sales and trading practices, personal injury and insurance coverage.
Biggest changeThese legal matters primarily involve stockholder litigation, claims for damages arising out of the use of our products and services, and claims relating to intellectual property matters including patent infringement, employment matters, tax matters, commercial disputes, competition and sales and trading practices, personal injury and insurance coverage.
We may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, divested businesses. Some of these lawsuits may include claims for punitive and consequential, as well as compensatory damages.
We may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, 27 warranties or indemnities provided in connection with, divested businesses. Some of these lawsuits may include claims for punitive and consequential, as well as compensatory damages.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the year ended December 31, 2024, we repurchased approximately 9.4 million shares at a cost of $250 million for an average price of $26.65. 39 Performance Graph The information contained in the Performance Graph section shall not be deemed to be filed as part of this Annual Report and does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate the graph by reference.
Biggest changePerformance Graph The information contained in the Performance Graph section shall not be deemed to be filed as part of this Annual Report and does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate the graph by reference.
In addition, we estimate, based on information supplied by our transfer agent, that there are 199 holders of record of our common stock. Stock Repurchase Program On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion.
In addition, we estimate, based on information supplied by our transfer agent, that there are 184 holders of record of our common stock. Stock Repurchase Program On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the Nasdaq stock market under the symbol “XRAY.” Approximately 70,848 holders of our common stock are in “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is traded on the Nasdaq stock market under the symbol “XRAY.” Approximately 49,600 holders of our common stock are in “street name” or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
At December 31, 2024, the Company had authorization to repurchase $1.2 billion in shares of common stock remaining under this program.
At December 31, 2025, the Company had authorization to repurchase $1.2 billion in shares of common stock remaining under this program.
The graph tracks the performance of a $100 investment in DENTSPLY SIRONA’s Inc.’s common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024. The S&P 500 Index and the S&P Health Care Index are included for comparative purposes only.
The graph tracks the performance of a $100 investment in DENTSPLY SIRONA’s Inc.’s common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. The S&P 500 Index and the S&P Health Care Index are included for comparative purposes only.
During the three months ended December 31, 2024, the Company had no repurchases of common stock under the stock repurchase program.
During the three and twelve months ended December 31, 2025, the Company had no repurchases of common stock under the stock repurchase program.
They do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of the Company’s common stock. 12/19 12/20 12/21 12/22 12/23 12/24 DENTSPLY SIRONA Inc. 100.00 93.38 100.21 58.01 65.83 36.01 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P Health Care 100.00 113.45 143.09 140.29 143.18 146.87
They do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of the Company’s common stock. 28 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 DENTSPLY SIRONA Inc. 100.00 107.32 62.12 70.50 38.57 24.35 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P Health Care 100.00 126.13 123.67 126.21 129.46 148.36

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

76 edited+39 added−98 removed43 unchanged
Biggest changeFurther information regarding the details of income taxes is presented in Note 16, Income Taxes, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. 2023 Compared to 2022 Discussion of the results of operations for the year ended December 31, 2023 as compared to December 31, 2022 was included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 29, 2024. 51 CRITICAL ACCOUNTING ESTIMATES The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes.
Biggest changeCRITICAL ACCOUNTING ESTIMATES The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty.
The process of determining significant estimates is fact-specific and, when determining significant estimates, management considers factors such as historical experience, current and expected economic conditions, product mix and in some cases, actuarial techniques. The Company evaluates these significant factors as facts and circumstances dictate. Some events as described below could cause results to differ significantly from those determined using estimates.
The process of determining significant estimates is fact-specific and, when determining significant estimates, management considers factors such as historical experience, current and expected economic conditions, product mix and in some cases, actuarial techniques. The Company evaluates these significant factors as facts and circumstances dictate. As described below, some events could cause results to differ significantly from those determined using estimates.
Operating cash flow forecasts are based on approved business-unit operating plans for the early years and historical relationships and projections in later years. In the development of the forecasted cash flows, the Company applies revenue, gross profit, and operating expense assumptions taking into consideration historical trends as well as future expectations.
Operating cash flow forecasts are based on approved business unit operating plans for the early years and historical relationships and projections in later 37 years. In the development of forecasted cash flows, the Company applies revenue, gross profit, and operating expense assumptions taking into consideration historical trends as well as future expectations.
The Company’s reporting units are either an operating segment or one level below its operating segments, as determined in accordance with US GAAP. 52 The quantitative evaluation of impairment involves comparing the current fair value of each reporting unit to its net book value, including goodwill.
The Company’s reporting units are either an operating segment or one level below its operating segments, as determined in accordance with US GAAP. The quantitative evaluation of impairment involves comparing the current fair value of each reporting unit to its net book value, including goodwill.
If the financial institutions would discontinue offering these consignment arrangements, and if the Company could not obtain other comparable arrangements, the Company may be required to obtain third-party financing to fund an ownership position to maintain precious metal inventory at operational levels.
If the financial institutions discontinue offering these consignment arrangements, and if the Company could not obtain other comparable arrangements, the Company may be required to obtain third-party financing to fund an ownership position to maintain precious metal inventory at operational levels.
Under these consignment arrangements, the financial institutions own the precious metal, and, accordingly, the 57 Company does not report this consigned inventory as part of its inventory on the Consolidated Balance Sheets.
Under these consignment arrangements, the financial institutions own the precious metal, and, accordingly, the Company does not report this consigned inventory as part of its inventory on the Consolidated Balance Sheets.
At December 31, 2024, $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.
At December 31, 2025, $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.
At December 31, 2024, management believed that sufficient liquidity was available in the United States and expects this to continue for the next twelve months. The Company has repatriated and expects to continue repatriating certain funds from its non-U.S. subsidiaries that are not needed to finance local operations.
At December 31, 2025, management believed that sufficient liquidity was available in the United States and expects this to continue for the next twelve months. The Company has repatriated and expects to continue repatriating certain funds from its non-U.S. subsidiaries that are not needed to finance local operations.
Goodwill is not amortized; instead, it is tested for impairment at the reporting unit level annually at April 1 or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired, or if a decision is made to sell a business.
Goodwill is not amortized; instead, it is tested for impairment at the reporting unit level annually at April 1 or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired, or if a decision is made to sell, discontinue, or divest a business.
(“Dentsply Sirona” or the “Company”), 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” 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.
The Company believes that this supplemental information is helpful in understanding underlying net sales trends.
The Company 32 believes that this supplemental information is helpful in understanding underlying net sales trends.
The suspension of sales in the fourth quarter of 2024 also resulted in a decline in aligner revenues as compared to the prior period. For additional information refer to Item 8, Note 18, Restructuring and Other Costs, in the Notes to Consolidated Financial Statements of this Form 10-K, as well as the Results of Operations discussion below.
The suspension of sales in the fourth quarter of 2024 also resulted in a decline in aligner revenues in 2025 as compared to the prior year. For additional information refer to Item 8, Note 18, Restructuring and Other Costs, in the Notes to Consolidated Financial Statements of this Form 10-K, as well as the Results of Operations discussion below.
For further information, refer to Note 18, Restructuring and Other Costs, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.
For further information, see Item 8, Note 18, Restructuring and Other Costs, in the Notes to Consolidated Financial Statements of this Form 10-K.
The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At December 31, 2024, the Company has $11 million outstanding under these short-term borrowing arrangements. The Company’s revolving credit facility, term loans and senior notes contain certain covenants relating to the Company’s operations and financial condition.
The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At December 31, 2025, the Company has $3 million outstanding under these short-term borrowing arrangements. The Company’s revolving credit facility, term loans and senior notes contain certain covenants relating to the Company’s operations and financial condition.
Sales of our products made in Israel and sold in Turkey have historically represented approximately 1% of our global sales of the Implant & Prosthetic Solutions reporting unit, but this product category is an area of relatively high potential growth. The loss of sales to Turkey in 2024 was partially offset by sales of implants produced outside of Israel.
Sales of our products made in Israel and sold in Turkey have historically represented approximately 1% of our global sales of the Implant & Prosthetic Solutions reporting unit, but this product category is an area of relatively high potential growth. The loss of sales to Turkey has been partially offset by sales of implants produced outside of Israel.
R&D Expenses R&D expenses decreased compared to the prior year as the Company continues to take a disciplined approach with ongoing investments in digital workflow solutions, product development initiatives, and software development, including the clinical application suite and cloud deployment.
R&D Expenses R&D expenses decreased as the Company continues to prioritize a disciplined approach with ongoing investments in digital workflow solutions, product development initiatives, and software development, including clinical application suite and cloud deployment.
The Company believes there is sufficient liquidity available for the next twelve months. Off Balance Sheet Arrangements At December 31, 2024, the Company held $34 million of precious metals on consignment from several financial institutions.
The Company believes there is sufficient liquidity available for the next twelve months. 40 Off Balance Sheet Arrangements At December 31, 2025, the Company held $49 million of precious metals on consignment from several financial institutions.
RESULTS OF OPERATIONS 2024 Compared to 2023 Net Sales and Key Performance Measurements The Company presents net sales comparing the current year periods to the prior year periods. In addition, the Company also presents the changes in net sales on an organic sales basis, which is a Non-GAAP measure.
RESULTS OF OPERATIONS 2025 Compared to 2024 Net Sales and Key Performance Measurements The Company presents net sales comparing the current year periods to the prior year periods. In addition, the Company also presents changes in net sales on a constant currency basis, which is a Non-GAAP measure.
The Company had $410 million outstanding borrowings under the commercial paper facility at December 31, 2024 resulting in $290 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $34 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 Company had $82 million outstanding borrowings under the commercial paper facility at December 31, 2025 resulting in $618 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $22 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 Company estimates capital expenditures to be in the range of appr oximately $160 million to $190 million for the twelve months ending December 31, 2025 and expects these investments to include expenses for the ongoing implementation of a new global Enterprise Resource Planning (“ERP”) system, equipment upgrades, and capacity expansion to support product innovation and consolidate operations for enhanced efficiencies.
The Company estimates that capital expenditures will be in the range of approximately $125 million to $150 million for the twelve months ending December 31, 2026 and expects these investments to include expenses for the ongoing implementation of a new global Enterprise Resource Planning (“ERP”) system, equipment upgrades, and capacity expansion to support product innovation and consolidate operations for enhanced efficiencies.
Net assets within Israel totaled $180 million as of December 31, 2024, consisting primarily of acquired technology, property, plant and equipment, cash, and inventory associated with our operations in the country.
Net assets within Israel totaled $156 million as of December 31, 2025, consisting primarily of investments in subsidiaries and affiliates, acquired technology, property, plant and equipment, cash, and inventory associated with our operations in the country.
Business Drivers The primary drivers of organic sales (as defined below) include macroeconomic factors, global dental industry demand, innovation and new product launches by the Company, as well as continued investments in sales and marketing resources to drive demand creation, including clinical education.
Business Drivers Drivers of changes in net sales on a constant currency basis (as defined below) include macroeconomic factors, global dental industry demand, innovation and new product launches by the Company, as well as continued investments in sales and 31 marketing resources to drive demand creation, including clinical education.
On an organic basis (a Non-GAAP measure as defined under the heading “Key Performance Measurements” below) net sales decreased 3.5% for the year ended December 31, 2024 compared to the prior year.
On a constant currency basis (a Non-GAAP measure as defined under the heading “Key Performance Measurements” below), net sales decreased 4.3% for the year ended December 31, 2025 compared to the prior year.
Gross Profit Year Ended December 31, (in millions, except percentages) 2024 2023 $ Change % Change Gross profit $ 1,958 $ 2,086 $ (128) (6.1 %) Gross profit as a percentage of net sales 51.6 % 52.6 % (100) bps Percentages are based on actual values and may not recalculate due to rounding.
Gross Profit Year Ended December 31, (in millions, except percentages) 2025 2024 $ Change % Change Gross profit $ 1,840 $ 1,958 $ (118) (6.0 %) Gross profit as a percentage of net sales 50.0 % 51.6 % (160) bps Percentages are based on actual values and may not recalculate due to rounding.
The Company recognizes in the consolidated financial statements the impact of a tax position if that position is more likely than not of being sustained upon examination by the taxing authorities based on the technical merits of the position. Certain items of income and expense are not reported in tax returns and financial statements in the same year.
The Company recognizes in the consolidated financial statements the impact of a tax position if the Company believes that position is more likely than not of being sustained upon examination by the taxing authorities based on the technical merits of the position.
For the year ended December 31, 2024, net sales of products produced at these sites comprised approximately 3% o f our consolidated net sales an d 13% of the net sales of the Orthodontic and Implant Solutions segment.
For the twelve months ended December 31, 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.
Income Taxes and Net Loss Year Ended December 31, (in millions, except per share data and percentages) 2024 2023 $ Change Benefit for income taxes $ (26) $ (43) $ 17 Effective income tax rate 2.8 % 24.8 % Net loss attributable to Dentsply Sirona $ (910) $ (132) $ (778) Net loss per common share - diluted $ (4.48) $ (0.62) Percentages are based on actual values and may not recalculate due to rounding.
Income Taxes and Net Loss Year Ended December 31, (in millions, except per share data and percentages) 2025 2024 $ Change Expense (benefit) for income taxes $ 112 $ (26) $ 138 Effective income tax rate (23.1 %) 2.8 % Net loss attributable to Dentsply Sirona $ (598) $ (910) $ 312 Net loss per common share - diluted $ (3.00) $ (4.48) Percentages are based on actual values and may not recalculate due to rounding.
For further information, see Note 11, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. Income Taxes Income taxes are determined using the liability method of accounting for income taxes.
Other assumptions are consistent with those applied to goodwill impairment testing. Goodwill and Indefinite-Lived Intangible Asset Impairment Test Results For further information, see Note 11, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. Income Taxes Income taxes are determined using the liability method of accounting for income taxes.
Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.
Therefore, the 36 determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.
At December 31, 2024, the Company has a valuation allowance of $1,503 million against the benefit of certain deferred tax assets of foreign and domestic subsidiaries. The Company’s tax positions are subject to ongoing examinations by the tax authorities.
The Company establishes a valuation allowance for deferred tax assets for which realization is not likely. At December 31, 2025, the Company has a valuation allowance of $2,103 million against the benefit of certain deferred tax assets of foreign and domestic subsidiaries. The Company’s tax positions are subject to ongoing examinations by the tax authorities.
At December 31, 2024, the Company was in compliance with these covenants. 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 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.
As a result of these developments, in the fourth quarter of 2024, the Company recorded $187 million in impairments of assets pertaining to the Byte business including a trademark, fixed assets, capitalized software and working capital.
In January 2025, the Company announced plans that the Byte aligners would no longer be offered to new patients. As a result of these developments, in the fourth quarter of 2024, the Company recorded $187 million in impairments of assets pertaining to the Byte business including a trademark, fixed assets, capitalized software and working capital.
Net sales were negatively impacted by approximately 0.8% due to the strengthening of the U.S. dollar over the prior year period. • Net loss was $910 million as compared to net loss of $132 million for the prior year primarily due to higher goodwill and intangible asset impairment charges of $1,014 million compared to $307 million in the prior year.
Net sales were positively impacted by approximately 1.3% due to the weakening of the U.S. dollar over 2025. • Net loss was $598 million as compared to net loss of $910 million for the prior year, primarily due to lower goodwill and intangible asset impairment charges of $650 million compared to $1,014 million in the prior year.
For the year ended December 31, 2024, the number of days for sales outstanding in accounts receivable decreased by 4 days to 55 days at December 31, 2024 as compared to 59 days at December 31, 2023, and the number of days of sales in inventory decreased by 2 days to 124 days at December 31, 2024 as compared to 126 days at December 31, 2023.
For the year ended December 31, 2025, the number of days for sales outstanding in accounts receivable increased by 7 days to 62 days at December 31, 2025 as compared to 55 days at December 31, 2024, and the number of days of sales in inventory increased by 7 days to 131 days at December 31, 2025 as compared to 124 days at December 31, 2024.
Changes in economic conditions, supply chain constraints, higher energy costs, labor shortages, the conflict in Ukraine, and geopolitical tensions in the Middle East and Russia, have all contributed to a period of higher inflation across the industry and the regions in which the Company operates.
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.
Additionally, in May 2024, in response to ongoing military actions, the government of Turkey implemented restrictions on the import of goods manufactured within Israel for sale in the Turkish market.
In May 2024, in response to ongoing military actions by Israel in the Gaza strip, the government of Turkey implemented restrictions on the import of goods manufactured within Israel for sale in the Turkish market, which were still in effect as of December 31, 2025.
Benefit for income taxes An income tax benefit of $26 million and $43 million was recorded for the years ended December 31, 2024 and December 31, 2023, respectively. The increase in tax benefit is primarily due to additional impairments recorded in the year ended December 31, 2024.
Income Taxes An income tax expense of $112 million and an income tax benefit of $26 million were recorded for the years ended December 31, 2025 and December 31, 2024, respectively. The increase in tax expense is primarily due to a decrease in tax benefit of goodwill and intangible impairments in 2025.
For additional details, see Item 7A “Quantitative and Qualitative Disclosure About Market Risk - Consignment Arrangements.” Contractual Obligations The Company’s scheduled contractual cash obligations at December 31, 2024 were as follows: Within 1 Year Years 2-3 Years 4-5 Greater Than 5 Years Total (in millions) Long-term borrowings, including finance leases $ 128 $ 300 $ 227 $ 1,093 $ 1,748 Operating leases 52 61 28 10 151 Purchase commitments 194 112 40 — 346 Interest on long-term borrowings, net of interest rate swap agreements 41 73 64 17 195 Postemployment obligations 25 51 46 131 253 Precious metal consignment agreements 34 — — — 34 $ 474 $ 597 $ 405 $ 1,251 $ 2,727 Due to the uncertainty with respect to the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2024, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority; therefore, $51 million of unrecognized tax benefits has been excluded from the contractual obligations table above.
For additional details, see Item 7A “Quantitative and Qualitative Disclosure About Market Risk - Consignment Arrangements.” Contractual Obligations The Company’s scheduled contractual cash obligations at December 31, 2025 were as follows: (in millions) Within 1 Year Years 2-3 Years 4-5 Greater Than 5 Years Total Long-term borrowings, including finance leases $ 228 $ 287 $ 914 $ 847 $ 2,276 Operating leases 52 64 26 12 154 Purchase commitments 141 105 — — 246 Interest on long-term borrowings, net of interest rate swap agreements 46 84 72 1,099 1,301 Postemployment obligations 31 61 60 145 297 Precious metal consignment agreements 49 — — — 49 $ 547 $ 601 $ 1,072 $ 2,103 $ 4,323 Due to the uncertainty with respect to the timing of future cash flows associated with the Company’s unrecognized tax benefits at December 31, 2025, the Company is unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authority; therefore, $52 million of unrecognized tax benefits has been excluded from the contractual obligations table above.
Our measure of organic sales 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.
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 accounting principles generally accepted in the United States of America (“US GAAP”).
NM - Not meaningful Interest expense, net Net interest expense for the year ended December 31, 2024 decreased as compared to the year ended December 31, 2023, driven primarily by lower short-term and other borrowings. 50 Other (income) expense, net Other (income) expense, net for the year ended December 31, 2024 compared to the year ended December 31, 2023 was as follows: Year Ended December 31, (in millions) 2024 2023 $ Change Foreign exchange gains (a) (21) (3) (18) Loss from equity method investments — 4 (4) Defined benefit pension plan expenses 8 7 1 Other non-operating loss 1 1 — Other (income) expense, net $ (12) $ 9 $ (21) (a) Foreign exchange gains include a benefit from our Swiss franc net investment hedge totaling $22 million, offset by revaluation of short-term intercompany receivables and payables of $1 million.
Other (income) expense, net Other (income) expense, net for the year ended December 31, 2025 compared to the year ended December 31, 2024 was as follows: Year Ended December 31, (in millions) 2025 2024 $ Change Foreign exchange gains (a) (32) (21) (11) Defined benefit pension plan expenses 8 8 — Other non-operating loss — 1 (1) Other income, net $ (24) $ (12) $ (12) (a) Foreign exchange gains include a benefit from our net investment hedges totaling $40 million, offset by revaluation of short-term intercompany receivables and payables of $8 million.
The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are recognized if it is more likely than not that the assets will be realized in future years. The Company establishes a valuation allowance for deferred tax assets for which realization is not likely.
Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are recognized if it is more likely than not that the assets will be realized in future years.
The impact of the war in Ukraine 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.
It is not clear when these restrictions will be lifted or if other countries will institute similar restrictions. 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.
Diluted loss per share was $4.48 compared to diluted loss per share of $0.62 in the prior year. • Cash from operations was $461 million, as compared to $377 million in the prior year. Company Profile DENTSPLY SIRONA Inc.
Diluted loss per share was $3.00 compared to diluted loss per share of $4.48 in the prior year. • Cash flow from operations was $235 million, as compared to $461 million in the prior year.
Distributor inventory levels may fluctuate and differ from the Company’s projections and market demand, resulting in the Company’s forecast of future results being different than expected. There can be no assurance that the Company’s distributors and customers will maintain levels of inventory or patterns of build and liquidation timing in accordance with the Company’s predictions or history.
There can be no assurance that the Company’s distributors and customers will maintain levels of inventory or patterns of build and liquidation timing in accordance with the Company’s predictions or history.
The performance of the Company is measured on this metric along with other performance metrics. 45 The Company discloses changes in organic sales 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 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.
Also, the Company distributes approximately two-thirds of its dental consumable and technology and equipment products through third-party distributors whose inventory levels tend to increase in the period leading up to a price increase and decline in the period following the implementation of a price increase, although these fluctuations are mitigated by limits on purchases ahead of these increases.
Also, the Company distributes approximately two-thirds of its dental consumable and technology and equipment products through third-party distributors whose inventory levels may increase in the period leading to a price increase and decline in the period following a price increase, although the Company seeks to anticipate and limit material fluctuations in purchasing behavior as applicable.
Volumes of CAD/CAM units held by distributors at December 31, 2024 decreased $8 million compared to the beginning of 2024, whereas volumes of CAD/CAM inventory held by distributors at December 31, 2023 remained consistent with the beginning of 2023.
Volumes of CAD/CAM products held by distributors at December 31, 2025 decreased by approximately $19 million compared to the beginning of 2025, and volumes of CAD/CAM products held by distributors at December 31, 2024 decreased approximately $8 million compared to the beginning of 2024.
For further information, see Item 8, Note 11, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements of this Form 10-K.
See Note 16, Income Taxes, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.
At December 31, 2024, the Company held 65.7 million shares of treasury stock. 56 The Company’s ratio of total net debt to total capitalization was as follows: Year Ended December 31, (in millions, except percentages) 2024 2023 Current portion of debt $ 549 $ 322 Long-term debt 1,586 1,796 Less: Cash and cash equivalents 272 334 Net debt $ 1,863 $ 1,784 Total equity 1,943 3,294 Total capitalization $ 3,806 $ 5,078 Total net debt to total capitalization ratio 48.9 % 35.1 % At December 31, 2024, the Company had $313 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility.
On February 23, 2026, the Company’s Board of Directors eliminated the declaration of quarterly dividends on the Company’s common stock starting in the quarter ending March 31, 2026. 39 The Company’s ratio of total net debt to total capitalization was as follows: Year Ended December 31, (in millions, except percentages) 2025 2024 Current portion of debt $ 313 $ 549 Long-term debt 2,015 1,586 Less: Cash and cash equivalents 326 272 Net debt $ 2,002 $ 1,863 Total equity 1,340 1,943 Total capitalization $ 3,342 $ 3,806 Total net debt to total capitalization ratio 59.9 % 48.9 % At December 31, 2025, the Company had $637 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility.
The decrease of cash used in financing activities compared to the prior year was primarily driven by an increase in net borrowings of $51 million on short-term debt compared to the prior year and a decrease in cash paid on share repurchases of $50 million compared to the prior year.
Cash used in financing activities decreased compared to the prior year primarily due to an increase in net proceeds on long-term borrowings of $552 million and a decrease in cash paid on share repurchases of $250 million offset by an increase in cash paid for deferred financing costs of $16 million, an increase in payments on long-term borrowings of $59 million, and a decrease of short-term borrowings of $513 million.
The Company expects that it will continue to incur such costs into 2025 pertaining to the matters described in Note 21, Commitments and Contingencies, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K. 59 NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 1, Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of recent accounting guidance and pronouncements.
NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 1, Significant Accounting Policies, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of recent accounting guidance and pronouncements. 41
These drivers were partially offset by lower customer incentives, and a decrease in warranty costs and inventory obsolescence charges. 48 Operating Expenses Year Ended December 31, (in millions, except percentages) 2024 2023 $ Change % Change Selling, general, and administrative expenses $ 1,605 $ 1,613 $ (8) (0.4 %) Research and development expenses 165 184 (19) (10.5 %) Goodwill and intangible asset impairments 1,014 307 707 NM Restructuring costs 53 67 (14) NM SG&A as a percentage of net sales 42.3 % 40.7 % 160 bps R&D as a percentage of net sales 4.3 % 4.6 % (30) bps Percentages are based on actual values and may not recalculate due to rounding.
Operating Expenses Year Ended December 31, (in millions, except percentages) 2025 2024 $ Change % Change Selling, general, and administrative expenses $ 1,438 $ 1,605 $ (167) (10.4 %) Research and development expenses 150 165 (15) (9.0 %) Goodwill and intangible asset impairments 650 1,014 (364) (35.9 %) Restructuring costs 24 53 (29) (54.7 %) SG&A as a percentage of net sales 39.1 % 42.3 % (320) bps R&D as a percentage of net sales 4.1 % 4.3 % (20) bps Percentages are based on actual values and may not recalculate due to rounding.
For additional information, see Part 1, Item 1A, “Risk Factors.” Byte Aligners Business On October 24, 2024, the Company announced the voluntary suspension of the sale and marketing of its Byte aligner system and impression kits while the Company conducted a review of certain regulatory requirements related to these products. The Company’s decision was made in communication with the U.S.
For more information about the drivers of our business and related risks, see Part I, Item 1, “Business” and Part I, Item 1A, “Risk Factors.” Byte Aligners Business On October 24, 2024, the Company announced the voluntary suspension of the sale and marketing of its Byte aligner system and impression kits.
See Note 16, Income Taxes, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. Material Trends in Capital Resources On July 29, 2024, the Board of Directors of the Company approved an additional plan to restructure the Company’s business to improve operational performance and drive stockholder value creation (the “2024 Plan”).
See Note 14, Financing Arrangements, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for more information. On February 24, 2026, the Company’s Board of Directors approved the 2026 Plan to improve operational performance and drive stockholder value creation.
Volumes of imaging products held by distributors at December 31, 2024 decreased $7 million compared to the beginning of 2024, whereas volumes of imaging products held by distributors at December 31, 2023 increased by $1 million compared to the beginning of 2023.
Volumes of imaging products held by distributors at December 31, 2025 decreased approximately $1 million compared to the beginning of 2025, and volumes of imaging products held by distributors at December 31, 2024 decreased approximately $7 million compared to the beginning of 2024. Distributor inventory levels for both CAD/CAM and imaging products at December 31, 2025 remain below historical averages.
For the year ended December 31, 2024, net sales in Russia and Ukraine were approximately 2% of our consolidated net sales, and net assets in these countries were $64 million. These net assets include $39 million of cash and cash equivalents held within Russia as of December 31, 2024 , as well as inventory and trade accounts receivable.
These net assets include $56 million of cash and cash equivalents held within Russia as of December 31, 2025, as well as inventory and trade accounts receivable.
It is not clear when these restrictions will be lifted or if other countries will institute similar restrictions. 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, which together employ approximately 350 associates. These facilities remain open and continue to operate.
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 further information, see Item 8, Note 18, Restructuring and O ther Costs, in the Notes to Consolidated Financial Statements of this Form 10-K. 49 Segment Adjusted Operating Income Year Ended December 31, (in millions, except percentages) (a) 2024 2023 $ Change % Change Connected Technology Solutions $ 70 $ 101 $ (31) (30.3 %) Essential Dental Solutions 479 478 1 0.2 % Orthodontic and Implant Solutions 80 156 (76) (48.6 %) Wellspect Healthcare 98 87 11 12.7 % Percentages are based on actual values and may not recalculate due to rounding.
Segment Adjusted Operating Income Year Ended December 31, (in millions, except percentages) (a) 2025 2024 $ Change % Change Connected Technology Solutions $ 52 $ 70 $ (18) (25.7 %) Essential Dental Solutions 514 479 35 7.3 % Orthodontic and Implant Solutions 108 80 28 35.0 % Wellspect Healthcare 102 98 4 4.1 % Percentages are based on actual values and may not recalculate due to rounding.
Adjustments to the uncertain tax positions are recorded when taxing authority examinations are completed, 54 statutes of limitation are closed, changes in tax laws occur or as new information comes to light regarding the technical merits of the tax position. 55 LIQUIDITY AND CAPITAL RESOURCES Year Ended December 31, (in millions) 2024 2023 $ Change Cash provided by (used in): Operating activities $ 461 $ 377 $ 84 Investing activities (197) (89) (108) Financing activities (302) (307) 5 Effect of exchange rate changes on cash and cash equivalents (24) (12) (12) Net decrease in cash and cash equivalents $ (62) $ (31) $ (31) Cash provided by operating activities increased compared to the prior year primarily as a result of changes in working capital, including higher collections on accounts receivable due largely to timing of customer remittances, decreased inventory levels, and timing of estimated tax payments.
LIQUIDITY AND CAPITAL RESOURCES 38 Year Ended December 31, (in millions) 2025 2024 $ Change Cash provided by (used in): Operating activities $ 235 $ 461 $ (226) Investing activities (132) (197) 65 Financing activities (80) (302) 222 Effect of exchange rate changes on cash and cash equivalents 31 (24) 55 Net increase (decrease) in cash and cash equivalents $ 54 $ (62) $ 116 Cash provided by operating activities decreased compared to the prior year primarily as a result of lower 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.
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. The Company also sources certain raw materials and components from Russia and Ukraine and has taken actions to minimize any adverse impacts from disrupted supply chains related to these items.
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.
Restructuring and Other Costs During the year ended December 31, 2024, we recorded net expense of $53 million of restructuring costs which consist primarily of charges associated with the restructuring plans announced in February 2023 and July 2024.
See Note 11, Goodwill and Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. Restructuring and Other Costs During the year ended December 31, 2025, we recorded net expense of $24 million of restructuring costs which consist primarily of charges associated with the restructuring plan announced in 2024.
Organic sales is an important internal measure for the Company, and its senior management receives a monthly analysis of operating results that includes organic sales.
The Company defines “constant currency” as the reported net sales adjusted for the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior period’s currency exchange rates. Constant currency is an important internal measure for the Company, and its senior management receives a monthly analysis of operating results that includes constant currency.
The decrease was partially offset by increased sales of SureSmile aligners in Europe and of implants products in Rest of World.
The decrease was partially offset by higher volumes of imaging in Europe and Rest of World and treatment center equipment in all regions.
During the year ended December 31, 2024, the Company repurchased approximately 9.4 million shares under its open market share repurchase plan for a cost of $250 million at a volume-weighted average price of $26.65. On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion.
The Company’s total borrowings increased by a net $193 million during the year ended December 31, 2025. During the year ended December 31, 2025, the Company had no repurchases of common stock under the stock repurchase program. On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion.
The cash used in investing activities increased compared to the prior year primarily due to higher capital expenditures of $31 million, lower net cash proceeds on settlement of derivatives of $38 million, and in the prior year, the Company’s sale of a minority interest investment resulted in proceeds of $13 million.
Cash used by investing activities decreased compared to the prior year primarily due to lower capital expenditures of $49 million and lower net cash payments on settlement of derivatives of $7 million. For the year ended December 31, 2024, capital expenditures were $180 million, and for the year ended December 31, 2025, capital expenditures were $131 million.
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. BUSINESS Segment Descriptions A description of the products and services provided within each of the Company’s four reportable segments is provided below.
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. 2025 Operational Summary For the year ended December 31, 2025, • Net sales decreased 3.0% compared to the prior year.
Other Income and Expenses Year Ended December 31, (in millions, except percentages) 2024 2023 $ Change % Change Interest expense, net $ 69 $ 81 $ (12) (14.5 %) Other (income) expense, net (12) 9 (21) NM Net interest and other expense $ 57 $ 90 $ (33) Percentages are based on actual values and may not recalculate due to rounding.
Wellspect Healthcare The increase in segment adjusted operating income is due to higher net sales on a constant currency basis as a result of new product launches. 35 Other Income and Expenses Year Ended December 31, (in millions, except percentages) 2025 2024 $ Change % Change Interest expense, net $ 88 $ 69 $ 19 28.2 % Other income, net (24) (12) (12) 93.8 % Net interest and other income $ 64 $ 57 $ 7 Percentages are based on actual values and may not recalculate due to rounding.
Connected Technology Solutions The decrease in segment adjusted operating income is due to the lower sales volumes noted above, unfavorable manufacturing leverage from lower volumes, and unfavorable product mix as a result of lower sales for certain higher margin CAD/CAM equipment products. These decreases were partially offset by lower headcount-related costs and product warranty and return costs.
Connected Technology Solutions The decrease in segment adjusted operating income is due to lower net sales on a constant currency basis and tariff costs, partially offset by favorable manufacturing variances, lower headcount-related costs, and lower marketing costs.
Essential Dental Solutions Segment adjusted operating income is flat due to favorable product mix and favorable pricing being offset primarily by the lower volumes noted above.
Essential Dental Solutions The increase in segment adjusted operating income is due to lower headcount costs and professional service costs, partially offset by lower sales on a constant currency basis, unfavorable pricing, and tariff costs.
NM - Not meaningful SG&A Expenses SG&A expenses decreased primarily due to lower headcount costs, lower travel costs, and lower professional service costs. The decrease was also due to lower sales and advertising costs for Byte products after the suspension of sales noted above.
SG&A Expenses The decrease in SG&A expenses 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.
The decrease in organic sales was primarily driven by lower volumes and unfavorable pricing for Connected Technology Solutions products, particularly in Japan, which saw lower volumes due to competitive pressures. These decreases were partially offset by increased volumes for implant and endodontic products, particularly in China.
The decrease was partially offset by higher volumes of preventive and restorative and treatment centers products. Connected Technology Solutions The net sales decrease on a constant currency basis was primarily due to lower volumes of CAD/CAM products, most notably in the United States, driven in part by competitive pressures including pricing.
The decrease in organic sales for the year was primarily driven by a decrease in volume for implants and prosthetics products across the United States and Europe, and weaker sales of aligners in the United States which were negatively impacted by the suspension of the sale and marketing of Byte aligner system and impression kits.
Orthodontic and Implant Solutions The net sales decrease on a constant currency basis was driven by lower volumes of clear aligners in the United States, primarily related to the suspension of Byte sales, as well as lower volumes for implants and prosthetics products. The decrease was partially offset by higher volumes of orthodontic products in Europe.
The Company expects to incur between $35 million and $50 million in non-recurring restructuring charges under the 2024 Plan which are expected to be expensed and paid in cash by the end of 2025.
In connection with the 2026 Plan, the Company expects to incur non-recurring charges in the approximate range of $55 million to $65 million, 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.
For details on this plan including the nature of the non-recurring charges incurred during the year, refer to Note 18, Restructuring and Other Costs, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K, and to the discussion under the heading “Material Trends in Capital Resources” within MD&A.
For further information on each of these segments including the product lines which comprise them, refer to Item 8, Note 6, Segment and Geographic Information, in the Notes to Consolidated Financial Statements of this Form 10-K.
The decrease in organic sales was primarily due to lower volumes of products within the Connected Technology Solutions segment and lower volumes of implants and prosthetics products within the Orthodontic and Implant Solutions segment.
Total net sales The total net sales decrease on a constant currency basis was driven by lower volumes in the Orthodontic and Implant Solutions segment as a result of the suspension of Byte sales, as well as lower volumes of CAD/CAM and implants products, particularly in the United States.
The Company expects to continue to maintain a level of investment in R&D that is at least 4% of annual net sales.
The Company has historically maintained a level of investment in R&D that is at least 4% of annual net sales, and the Company plans to increase this to at least 5% of annual net sales beginning in 2026. 34 Goodwill and Intangible Asset Impairments During the year ended December 31, 2025, we recorded pre-tax Goodwill and intangible asset impairment of $525 million and $125 million, respectively.
Removed
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the Company’s operations and business environment.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is a discussion and analysis of the financial condition and results of the operations of DENTSPLY SIRONA Inc. and its consolidated subsidiaries for the year ended December 31, 2025.
Removed
MD&A is provided as a supplement to, and should be read in conjunction with, the Consolidated Financial Statements and Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K. The following discussion includes forward-looking statements that involve certain risks and uncertainties.
Added
This discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The discussion summarizing the significant factors affecting the results of operations and financial condition of DENTSPLY SIRONA Inc. for the year ended December 31, 2024 can be found in Part II, “Item 7.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThese agreements are cancellable by either party at the end of each consignment period, which typically run for a period of one to nine months; however, because the Company typically has access to numerous financial institutions with excess capacity, consignment needs created by cancellations can be shifted among other institutions.
Biggest changeThese agreements are cancellable by either party at the end of each consignment period, which typically run for a period of one to nine months; however, because the Company typically has access to numerous financial institutions with excess capacity, consignment needs created by cancellations can typically be shifted among other institutions. 42 As precious metal prices fluctuate, the Company evaluates the impact of the precious metal price fluctuation on its target gross margins for precious metal dental alloy products and may revise the prices customers are charged for precious metal dental alloy products accordingly.
At December 31, 2024, a 10% weakening of the U.S. dollar against all other currencies would decrease the net fair value associated with the forward foreign exchange contracts by approximately $91 million. Interest Rate Risk Management The Company enters into financial instruments, including derivatives, that expose the Company to market risk related to changes in interest rates.
At December 31, 2025, a 10% weakening of the U.S. dollar against all other currencies would decrease the net fair value associated with the forward foreign exchange contracts by approximately $80 million. Interest Rate Risk Management The Company enters into financial instruments, including derivatives, that expose the Company to market risk related to changes in interest rates.
These compensatory payments are considered to be a cost of the metals purchased and are recorded as part of the cost of products sold. 61
These compensatory payments are considered to be a cost of the metals purchased and are recorded as part of the cost of products sold. 43
Under the terms of the consignment agreements, the Company also makes compensatory payments to the consignor banks based on a percentage of the value of the consigned precious metals inventory. At December 31, 2024, the average annual rate charged by the consignor banks was 1.7%.
Under the terms of the consignment agreements, the Company also makes compensatory payments to the consignor banks based on a percentage of the value of the consigned precious metals inventory. At December 31, 2025, the average annual rate charged by the consignor banks was 7.4%.
At December 31, 2024, the Company had approximately 21,000 troy ounces of precious metal, primarily gold, platinum, palladium and silver on consignment for periods of less than one year with a market value of $34 million.
At December 31, 2025, the Company had approximately 17,000 troy ounces of precious metal, primarily gold, platinum, palladium and silver on consignment for periods of less than one year with a market value of $49 million.
Under these consignment arrangements, the financial institutions own the precious metal, and, accordingly, the Company does not report this inventory on consignment as part of its inventory on the Consolidated Balance Sheet.
Consignment Arrangements The Company holds on a consignment basis, from various financial institutions, the precious metals used in the production of precious metal dental alloy products. Under these consignment arrangements, the financial institutions own the precious metal, and, accordingly, the Company does not report this inventory on consignment as part of its inventory on the Consolidated Balance Sheet.
At December 31, 2024, an increase of 1% in the interest rates on the variable interest rate instruments would decrease the Company’s fair value associated with the derivative interest rate swaps by approximately $6 million. 60 Consignment Arrangements The Company holds on a consignment basis, from various financial institutions, the precious metals used in the production of precious metal dental alloy products.
At December 31, 2025, an increase of 1% in the interest rates on the variable interest rate instruments would increase the Company’s fair value associated with the derivative interest rate swaps by approximately $2 million.
Removed
As precious metal prices fluctuate, the Company evaluates the impact of the precious metal price fluctuation on its target gross margins for precious metal dental alloy products and may revise the prices customers are charged for precious metal dental alloy products accordingly.

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