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What changed in Envista Holdings Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Envista Holdings Corp'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.

+409 added−448 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-13)

Top changes in Envista Holdings Corp's 2025 10-K

409 paragraphs added · 448 removed · 329 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

113 edited+34 added−16 removed77 unchanged
Biggest changeFor example, in the U.S., HIPAA privacy, security, and breach notification rules require certain of our operations to maintain controls to protect the confidentiality, availability, and integrity of patient health information. In addition, individual states regulate data breach notification requirements as well as more general privacy and security requirements.
Biggest changeHealth Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act In the U.S., HIPAA and the accompanying Privacy Rule, Security Rule, and Breach Notification Rule, as well as business associate agreements entered into with our customers in some cases, require certain of our operations to maintain controls to protect the confidentiality, availability, and integrity of individually identifiable information, known as patient health information (“PHI”).
We also produce curing lights and other products including impression materials, burs, and waxes under several brands. Through our Metrex brand, we have a strong position within infection prevention products, which include the CaviWipes and CaviCide TM product lines, and are well positioned in both the dental and general medical market segments.
We also produce curing lights and other products including impression materials, burs, and waxes under several brands. Through our Metrex brand, we have a strong position within infection prevention products, which include the CaviWipes TM and CaviCide TM product lines, and are well positioned in both the dental and general medical market segments.
These changes have stimulated increased enforcement activity and enhanced the potential that health care providers will be subject to financial penalties for violations of HIPAA.
These changes have stimulated increased enforcement activity and have enhanced the potential that health care providers will be subject to financial penalties for violations of HIPAA.
Similar to the Federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to violate the statute to have committed a violation. 12 ◦ The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government.
Similar to the Federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to violate the statute to have committed a violation. ◦ The False Claims Act imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government.
We will continue to invest in our global commercial footprint and product innovation to grow our strong position in the Implant and Orthodontics markets, both of which are underpenetrated. ▪ Emerging Markets : We are a leading dental product provider in emerging markets (which we have historically defined as developing markets of the world experiencing periods of accelerated growth in gross domestic product and infrastructure, including Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan and Australia)) with product management, operations, regulatory affairs, sales and marketing, and customer service resources focused on these markets.
We will continue to invest in our global commercial footprint and product innovation to grow our strong position in the Implant and Orthodontics markets, both of which are underpenetrated. 5 ▪ Emerging Markets : We are a leading dental product provider in emerging markets (which we have historically defined as developing markets of the world experiencing periods of accelerated growth in gross domestic product and infrastructure, including Eastern Europe, the Middle East, Africa, Latin America and Asia (with the exception of Japan and Australia)) with product management, operations, regulatory affairs, sales and marketing, and customer service resources focused on these markets.
Data residency/localization laws have also been passed or are under consideration in several countries (such as Russia), which require personal information relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. Finally, the last few years have seen a number of federal and state regulatory efforts around the use of artificial intelligence.
Data residency and localization laws have also been passed or are under consideration in several countries (such as Russia), which require personal information relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. 16 Artificial Intelligence Finally, the last few years have seen a number of federal and state regulatory efforts around the use of artificial intelligence.
Other well-known brands in our portfolio include Alpha-Bio Tec TM , Implant Direct TM , and NobelProcera TM . We also offer a comprehensive education program to fully train our broad range of clinical customers, from clinicians performing basic implant procedures to the most advanced practitioners, with the goal of enhancing patient access to high-quality dental care.
Other well-known brands in our portfolio include Alpha-Bio Tec TM , Implant Direct TM , and NobelProcera TM . We also offer a comprehensive education program to train our broad range of clinical customers, from clinicians performing basic implant procedures to the most advanced practitioners, with the goal of enhancing patient access to high-quality dental care.
We have succeeded in emerging markets by harnessing our existing go-to-market infrastructure, building familiarity with local customer needs and regulations, and establishing dedicated locally-based management resources. 5 Our Industry The dental market is large, attractive, and has a number of secular drivers that we believe will support future growth.
We have succeeded in emerging markets by harnessing our existing go-to-market infrastructure, building familiarity with local customer needs and regulations, and establishing dedicated locally-based management resources. Our Industry The dental market is large, attractive, and has a number of secular drivers that we believe will support future growth.
Going forward, we believe orthodontic solutions will continue to grow at a fast pace as aesthetics become increasingly important to patients. ◦ Diagnostic Solutions : Imaging (both x-ray and other visualization solutions) is often the first step of many dental exams and therefore serves as the entry-point for many high-value treatments.
Going forward, we believe orthodontic solutions will continue to grow at a fast pace as aesthetics become increasingly important to patients. 6 ◦ Diagnostic Solutions : Imaging (both x-ray and other visualization solutions) is often the first step of many dental exams and therefore serves as the entry-point for many high-value treatments.
The FDA classifies medical devices into one of three classes (Class I, II or III) based on the degree of risk the FDA determines to be associated with a device and the level of regulatory control deemed necessary to ensure the device’s safety and effectiveness. Our products are either classified as Class I or Class II devices in the U.S.
The FDA classifies medical devices into one of three classes (Class I, II or III) based on the degree of risk the FDA determines to be associated with a device and the level of regulatory control deemed necessary to ensure the device’s safety and effectiveness. 11 Our products are either classified as Class I or Class II devices in the U.S.
Core Values We endeavor to embody our CIRCLe values in everything we do and in our various programs and initiatives: • C ustomer Centricity • I nnovation • R espect • C ontinuous Improvement • L eadership Compensation and Benefits Program Our compensation programs and practices are designed to attract employees, motivate and reward performance, drive growth and support retention.
Core Values We endeavor to embody our CIRCLe values in everything we do and in our various programs and initiatives: • C ustomer Centricity • I nnovation • R espect • C ontinuous Improvement • L eadership 9 Compensation and Benefits Program Our compensation programs and practices are designed to attract employees, motivate and reward performance, drive growth and support retention.
We believe our management team will continue to drive growth and profitability in our business in the future. 7 International Operations We are a global dental company. Our products and services are available worldwide, and our principal markets outside the U.S. are in Europe, Asia, the Middle East and Latin America.
We believe our management team will continue to drive growth and profitability in our business in the future. International Operations We are a global dental company. Our products and services are available worldwide, and our principal markets outside the U.S. are in Europe, Asia, the Middle East and Latin America.
We also offer a comprehensive education system to fully train our clinical customers on the use of our products to address the full range of treatments from basic to the most advanced, with the goal of enhancing patient access to high-quality dental care.
We also offer a comprehensive education system to train our clinical customers on the use of our products to address the full range of treatments from basic to the most advanced, with the goal of enhancing patient access to high-quality dental care.
Our Diagnostic Solutions business was the pioneer in 2D/panoramic and 3D imaging and has one of the largest installed bases of dental imaging devices utilized in dental practices. We hold a leading position in 3D imaging through the i-CAT and DEXIS brands.
Our Diagnostic Solutions business was the pioneer in 2D/panoramic and 3D imaging and has one of the largest installed bases of dental imaging devices utilized in dental practices. We hold a leading position in 3D imaging through the i-CAT TM and DEXIS brands.
Data Privacy and Security Laws As a global manufacturer of medical devices, having access to and processing confidential, personal and/or sensitive data in the course of our business, we are subject to an increasing number of U.S.
Data Privacy and Security Laws As a global manufacturer of medical devices having access to and processing confidential, personal and/or sensitive data in the normal course of our business, we are subject to an increasing number of U.S.
We believe these investments better position us to effectively meet the needs of our customers, particularly the growing Dental Service Organization (“DSO”) segment, which values a comprehensive, end-to-end product offering with the ability to roll out new technologies and procedure-focused trainings at scale. ◦ “ Maintain and Pursue Long-Term Market Leadership ”: As we seek to continue to improve our business and drive increased cash flow, we expect to strategically invest in innovation to better serve our customers and accelerate organic growth.
We believe these investments better position us to effectively meet the needs of our customers, particularly the growing Dental Service Organization (“DSO”) segment, which values a comprehensive, end-to-end product offering with the ability to roll out new technologies and procedure-focused trainings at scale. ◦ “ Maintain and Pursue Long-Term Industry Leadership ”: As we seek to continue to improve our business and drive increased cash flow, we expect to strategically invest in innovation to better serve our customers and accelerate organic growth.
These laws impose significant requirements for covered businesses (controllers and processors) of personal data, including, for example, standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, an individual data rights regime, timelines for data breach notifications, limitations on retention and secondary uses of information, requirements pertaining to health data and pseudonymised (i.e., deidentified) data, restrictions on data transfers outside of the EU, and obligations when we contract third-party processors in connection with the processing of personal data.
These laws impose significant requirements for covered businesses (controllers and processors) of personal data, including, for example, standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, an individual data rights regime, timelines for data breach notifications, limitations on retention and secondary uses of information, requirements pertaining to health data and pseudonymised (i.e., deidentified) data, restrictions on cross-border data transfers outside of the EU, and obligations when we contract third-party processors in connection with the processing of personal data.
Risk Factors—Risks Related to Laws and Regulations.” 15 Acquisitions We continually evaluate potential investments and acquisitions that either strategically fit with our existing portfolio or expand our portfolio into new and attractive business areas.
Risk Factors—Risks Related to Laws and Regulations.” Acquisitions We continually evaluate potential investments and acquisitions that either strategically fit with our existing portfolio or expand our portfolio into new and attractive business areas.
We have invested significant resources in the following areas which we believe will help drive long-term market leadership: • Digital Workflow : We have developed our Diagnostic and Treatment Planning Software, DTX, to meet the growing demands for digital connectivity of dental practices. ▪ Specialty Products & Technologies : We have launched several new products in our Orthodontic Solutions business over the past few years, which have contributed meaningfully to our overall sales in the segment.
We have invested significant resources in the following areas which we believe will help drive long-term industry leadership: • Digital Workflow : We have developed our diagnostic and treatment planning software, DTX, to meet the growing demands for digital connectivity of dental practices. ▪ Specialty Products & Technologies : We have launched several new products in our Orthodontic Solutions business over the past few years, which have contributed meaningfully to our overall sales in the segment.
We also maintain educational and consulting relationships with dental associations around the world. Research and Development Innovation is a core part of our strategy.
We also maintain educational and consulting relationships with dental associations around the world. 8 Research and Development Innovation is a core part of our strategy.
Risk Factors—Risks Related to Our Business” and “Risks Factors—General Risks.” Sales and Distribution Typical customers and end-users of our products include dental specialists such as orthodontists, periodontists, implantologists and endodontists, general dentists, dental hygienists, oral surgeons, dental laboratories and other oral health professionals, including DSOs, as well as educational, medical and governmental entities and third-party distributors.
Risk Factors—Risks Related to Our Business” and “Risk Factors—General Risks.” Sales and Distribution Typical customers and end-users of our products include dental specialists such as orthodontists, periodontists, implantologists and endodontists, general dentists, dental hygienists, oral surgeons, dental laboratories and other oral health professionals, including DSOs, as well as educational, medical and governmental entities and third-party distributors.
Although in the aggregate our intellectual property is important to our operations, we do not consider any single patent, trademark, copyright, trade secret or license to be of material importance to any segment or to the business as a whole. Our products and technologies are protected by over 1,800 granted patents.
Although in the aggregate our intellectual property is important to our operations, we do not consider any single patent, trademark, copyright, trade secret or license to be of material importance to any segment or to the business as a whole. Our products and technologies are protected by over 1,500 granted patents.
We utilize a number of techniques to address potential disruption in and other risks relating to our supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources. During 2024, we had no raw material shortages that had a material effect on our business.
We utilize a number of techniques to address potential disruption in, and other risks relating to, our supply chain, including in certain cases the use of safety stock, alternative materials and qualification of multiple supply sources. During 2025, we had no raw material shortages that had a material effect on our business.
For additional information regarding our restructuring activities, please refer to Note 20 to our Consolidated Financial Statements included elsewhere in this Annual Report. Legal Proceedings We are, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to our business.
For additional information regarding our restructuring activities, please refer to Note 18 to our Consolidated Financial Statements included elsewhere in this Annual Report. Legal Proceedings We are, from time to time, subject to a variety of litigation and other legal and regulatory proceedings and claims incidental to our business.
Spark aligners are also designed with polished, scalloped edges to enhance patient comfort. Over the past three years, we have launched a suite of upgrades to our Spark clear aligner Approver™ software designed to improve the customer experience with flexibility and customization features.
Spark aligners are also designed with polished, scalloped edges to enhance patient comfort. Over the past four years, we have launched a suite of upgrades to our Spark clear aligner Approver™ software designed to improve the customer experience with flexibility and customization features.
We use the feedback from these surveys to better understand whether our employees have the tools, resources, training and development opportunities to succeed. Future surveys will help us benchmark our progress over time and compare our results with companies in our sector.
We use the feedback from these surveys to better understand whether our employees have the tools, resources, training and development opportunities to succeed. These surveys help us benchmark our progress over time and compare our results with companies in our sector.
Our Osteogenics acquisition added innovative regenerative solutions that are highly complementary to the implant treatment. Since being acquired in 2014, Nobel Biocare has focused on reinvigorating its product offerings and has released over 30 new products. Among these are comprehensive software packages which are used for treatment planning of dental implants procedures and prosthetics.
Our Matricel and Osteogenics acquisitions added innovative regenerative solutions that are highly complementary to the implant treatment. Since being acquired in 2014, Nobel Biocare has focused on reinvigorating its product offerings and has released over 30 new products. Among these are comprehensive software packages which are used for treatment planning of dental implants procedures and prosthetics.
Moreover, there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs and reform government program reimbursement methodologies for medical products.
Moreover, there continues to be heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several Congressional inquiries and proposed and enacted legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs and reform government program reimbursement methodologies for medical products.
Human Capital Resources As of December 31, 2024, we employed approximately 12,300 persons, of whom approximately 3,000 were employed in the U.S. and approximately 9,300 were employed outside of the U.S. We have collective bargaining arrangements and union contracts in certain countries, particularly in Europe where certain of our employees are represented by unions and/or works councils.
Human Capital Resources As of December 31, 2025, we employed approximately 12,000 persons, of whom approximately 3,000 were employed in the U.S. and approximately 9,000 were employed outside of the U.S. We have collective bargaining arrangements and union contracts in certain countries, particularly in Europe where certain of our employees are represented by unions and/or works councils.
Failure to comply with the requirements of the GDPR may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher. Other administrative penalties may be imposed under the applicable national data protection laws of the EU member states.
Failure to comply with the requirements of the GDPR or its member state implementations may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher. Other administrative penalties may be imposed under the applicable national data protection laws of the EU member states.
Within the global dental products industry, we believe segments such as Implant-Based Tooth Replacements, Orthodontic Solutions, and Diagnostic Solutions will grow at a more rapid pace than the overall market. While both equipment and consumable products represent significant expenditures for dental service providers, the sales dynamics for each differ.
Within the global dental products industry, we believe segments such as Dental Implant Solutions, Orthodontic Solutions, and Diagnostic Solutions will grow at a more rapid pace than the overall market. While both equipment and consumable products represent significant expenditures for dental service providers, the sales dynamics for each differ.
Key Solutions Within the Dental Products Industry ◦ Implant-Based Tooth Replacements : The implant industry is large and enjoys higher margins and growth than the overall dental products market. The U.S. and the Greater China region represent key growth drivers for this industry. In the U.S., implant penetration far lags other developed markets such as Germany, Spain and Italy.
Key Solutions Within the Dental Products Industry ◦ Dental Implant Solutions : The implant industry is large and enjoys higher margins and growth than the overall dental products market. The U.S. and the Greater China region represent key growth drivers for this industry. In the U.S., implant penetration far lags other developed markets such as Germany, Spain and Italy.
We have invested in our Specialty Products & Technologies segment, adding manufacturing capacity and personnel to these businesses, with plans for further investment in 2025.
We have invested in our Specialty Products & Technologies segment, adding manufacturing capacity and personnel to these businesses, with plans for further investment in 2026.
Our customers include oral surgeons, periodontists, prosthodontists, and general dentists. Our Implant-Based Tooth Replacement brands have a long history of innovation, which include both the first documented case of a titanium dental implant being placed in a human and the introduction of the concept of living bone adhering to an artificial implant (known as osseointegration).
Our customers include oral surgeons, periodontists, prosthodontists, and general dentists. Our Dental Implant Solutions brands have a long history of innovation, which include both the first documented case of a titanium dental implant being placed in a human and the introduction of the concept of living bone adhering to an artificial implant (known as osseointegration).
These software packages are integrated in our broader DTX software suite, which also includes the ‘DTX Studio Clinic’ software package. Orthodontic Solutions For over 60 years, our Orthodontic Solutions businesses have provided orthodontic professionals with high quality, innovative products backed by educational support to enhance the lives of their patients.
These software offerings are integrated in our broader DTX software suite, which also includes the ‘DTX Studio TM Clinic’ software. Orthodontic Solutions For over 60 years, our Orthodontic Solutions businesses have provided orthodontic professionals with high quality, innovative products backed by educational support to enhance the lives of their patients.
We expect to continue to invest in emerging markets as we believe this will be a strong growth driver for our business in the future and is in line with our purpose of democratizing dental care.
We expect to continue to invest in emerging markets as we believe this will be a strong growth driver for our business in the future and is in line with our purpose of improving access to dental care.
The following table presents the Company’s revenues disaggregated by geographical region for the years ended December 31, 2024 and 2023 ($ in millions).
The following table presents the Company’s revenues disaggregated by geographical region for the years ended December 31, 2025 and 2024 ($ in millions).
Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws, we are also subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices and the privacy and security of health information, including the U.S. federal regulations described below.
Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws, we are also subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, including the U.S. federal regulations described below.
Communication is at the core of our engagement efforts and we host numerous global Town Halls for all employees, to keep our employees informed and to provide opportunities for employees globally to ask questions to senior management. Community Our employees have a long history of providing support and care in our communities, donating time, resources, and funds to local causes.
Communication is at the core of our engagement efforts and we host numerous CEO Forums for all employees, to keep our employees informed and to provide opportunities for employees globally to ask questions of senior management. Community Our employees have a long history of providing support and care in our communities, donating time, resources, and funds to local causes.
Please refer to Note 15 to our Consolidated Financial Statements in this Annual Report for more information. Available Information We maintain an internet website at www.envistaco.com.
Please refer to Note 13 to our Consolidated Financial Statements in this Annual Report for more information. 17 Available Information We maintain an internet website at www.envistaco.com.
For additional information regarding sales, operating profit and identifiable assets by segment, please refer to Note 23 in our Consolidated Financial Statements included elsewhere in this Annual Report. 2024 2023 2022 Specialty Products & Technologies 64% 64% 62% Equipment & Consumables 36% 36% 38% Specialty Products & Technologies Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
For additional information regarding sales, operating profit and identifiable assets by segment, please refer to Note 21 in our Consolidated Financial Statements included elsewhere in this Annual Report. 2025 2024 2023 Specialty Products & Technologies 64% 64% 64% Equipment & Consumables 36% 36% 36% Specialty Products & Technologies Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative solutions, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners, lab products, and loupes.
Sales from consumable products, services and spare parts comprised approximately 69% of segment sales in 2024. Diagnostic Solutions Our Diagnostic Solutions business is focused on dental imaging, X-ray, and intraoral scanner solutions used in dental offices, clinics and hospitals.
Sales from consumable products, services and spare parts comprised approximately 70% of segment sales in 2025. Diagnostic Solutions Our Diagnostic Solutions business is focused on dental imaging, X-ray, and intraoral scanner solutions used in dental offices, clinics and hospitals.
We have partnered with industry leading intra-oral scanner companies, including our own DEXIS IOS scanner, as part of our commitment to making imaging integrations seamless. We believe that Spark will provide growth opportunities for our Orthodontic Solutions business over the next several years.
We have partnered with industry-leading intra-oral scanner companies, including our own DEXIS IOS scanner, as part of our commitment to making imaging integrations seamless. We believe that Spark will provide growth opportunities for our Orthodontic Solutions business.
We support our employees through a multitude of training and development programs, including training on EBS through our Envista Business System University, individual development plans (which encourages our employees to take charge of their learning and growth opportunities), job rotations, and various management trainings. This commitment to our employees’ professional development reflects both our Continuous Improvement and Leadership core values.
We support our employees through a multitude of training and development programs including training on EBS, individual development plans (which encourage our employees to take charge of their learning and growth opportunities), job rotations, and various management trainings. This commitment to our employees’ professional development reflects both our Continuous Improvement and Leadership core values.
We believe strong industry fundamentals and new product solution introductions in this segment will continue to drive strong growth for us. Implant-Based Tooth Replacements We are a world leader in the field of innovative implant-based tooth replacements offering a full portfolio of solutions that enable dentists to deliver single-tooth to full-mouth restorations.
We believe strong industry fundamentals and the introduction of new product solutions in this segment will continue to drive growth for us. Dental Implant Solutions We are a world leader in the field of innovative Dental Implant Solutions, offering a full portfolio of solutions that enable dentists to deliver single-tooth to full-mouth restorations.
We make available on the Investors subpage of our website (under the link “Filings & Reports”), free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such reports with the SEC.
We make available on the Investors subpage of our website (under the link “Reports/Filings”), free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as reasonably practicable after we electronically file or furnish such reports with the U.S.
Learning and Development Opportunities We aim to empower our employees to thrive in their current roles, as well as to support employees’ aspirations to move into different roles. We strive to promote from within our Company with opportunities across our operating companies.
Learning and Development Opportunities We aim to empower our employees to thrive in their current roles, as well as to support employees’ aspirations to move into different roles. We have a promote-from-within culture with opportunities across our operating companies.
Employee Engagement We conduct employee engagement surveys to solicit employees’ input and perspectives on our performance. In 2024, we had a 94% participation rate in this survey, with 72% of respondents reporting feeling engaged at work and 80% believing their managers are leading effectively.
Employee Engagement We conduct employee engagement surveys to solicit employees’ input and perspectives on our performance. In 2025, we had a 95% participation rate in this survey, with 73% of respondents reporting feeling engaged at work and 80% believing their managers are leading effectively.
Complying with the EU MDR and the evolving regulatory regimes in the UK and Switzerland requires modifications to our quality management systems, additional resources in certain functions and updates to technical files, among other changes. Other Healthcare Laws In addition to the U.S.
Complying with the EU MDR and the evolving regulatory regimes in the UK and Switzerland requires modifications to our quality management systems, additional resources in certain functions and updates to technical files, among other changes.
Our DEXIS brand is an industry leader in intraoral X-Ray digital sensors, which provide two-dimensional images of the mouth. Our acquisition of the Intraoral Scanner Business in April 2022 added intraoral scanners and related software to our portfolio.
Our DEXIS brand is an industry leader in intraoral X-Ray digital sensors, which provide two-dimensional images of the mouth. The acquisition of our intraoral scanner business in April 2022 added intraoral scanners and related software to our portfolio. In 2025, we expanded our intraoral scanner portfolio with the launch of DEXIS Imprevo.
Our business is operated through two segments: Specialty Products & Technologies, which is comprised of our Implant-Based Tooth Replacement and Orthodontic Solutions businesses, and Equipment & Consumables , which is comprised of our Diagnostic Solutions and Consumables businesses.
Our business is operated through two segments: Specialty Products & Technologies, which is comprised of our Dental Implant Solutions and Orthodontic Solutions businesses, and Equipment & Consumables , which is comprised of our Diagnostic and Consumables Solutions businesses.
ITEM 1. BUSINESS Overview Envista is a global family of more than 30 trusted dental brands, including Nobel Biocare, Ormco, DEXIS, and Kerr, united by a shared purpose: to partner with professionals to improve lives by digitizing, personalizing and democratizing oral care. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and services.
ITEM 1. BUSINESS Overview Envista is a global family of more than 30 trusted dental brands, including Nobel Biocare, Ormco, DEXIS, and Kerr, united by a shared purpose: to partner with professionals to improve lives. We help our customers deliver the best possible patient care through industry-leading products, solutions, and technology.
In 2024, we generated total sales of $2.5 billion, of which approximately 85% were derived from sales of consumable products, services, and spare parts.
In 2025, we generated total sales of $2.7 billion, of which approximately 85% were derived from sales of consumable products, services, and spare parts.
We have grown our emerging markets business from one that generated less than $30 million in sales in 2011 to one that generated approximately $539 million in sales in 2024.
We have grown our emerging markets business from one that generated less than $30 million in sales in 2011 to one that generated approximately $586 million in sales in 2025.
As part of these efforts, we strive to embody our core values, offer a competitive compensation and benefits program, foster an inclusive community and provide professional development opportunities.
As part of these efforts, we strive to embody our core values, offer a competitive compensation and benefits program, foster a culture of engagement, and provide professional development opportunities.
We believe enhanced connectivity amongst different types of dental imaging/diagnostic equipment and integration with downstream treatment planning and treatment delivery solutions will further improve dental workflows and lead to better treatment outcomes.
We believe enhanced connectivity amongst different types of dental imaging/diagnostic equipment and integration with downstream treatment planning and treatment delivery solutions will further improve dental workflows and lead to better treatment outcomes. We believe digitalization and connectivity will continue to drive growth in this area.
The GDPR allows EU member states certain flexibility to make additional laws and regulations concerning the same issues, including, for example, further limiting the processing of genetic, biometric or health data.
The GDPR allows EU member state regulatory authorities (“data protection authorities”) certain flexibility to make additional laws and regulations concerning the same issues, including, for example, further limiting the processing of genetic, biometric or health data.
Individual states in the U.S. have also become increasingly active in implementing regulations designed to control product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures and, in some cases, mechanisms to encourage importation from other countries and bulk purchasing. 13 Coverage and Reimbursement Dental procedures and products are often paid for out-of-pocket.
Individual states in the U.S. have also become increasingly active in implementing regulations designed to control product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures and, in some cases, mechanisms to encourage importation from other countries and bulk purchasing.
We believe the heritage and leadership of our well-known brands in the dental products industry enhances our connections with both patients and providers and supports our strong market position. ◦ Premier portfolio with leadership in attractive segments .
We believe the heritage and leadership of our well-known brands in the dental products industry enhances our connections with both patients and providers and supports our strong market position. ◦ Global commercial reach .
Our internet site and the information contained on or connected to that site are not incorporated by reference into this Annual Report. 16
Securities and Exchange Commission (the “SEC”). Our internet site and the information contained on or connected to that site are not incorporated by reference into this Annual Report. 18
The determination as to whether or not a modification could significantly affect the device’s safety or effectiveness is initially left to the manufacturer using available FDA guidance; however, the FDA may review this determination to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall the modified device until 510(k) clearance or PMA approval is obtained. 11 Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA and certain state agencies.
The determination as to whether or not a modification could significantly affect the device’s safety or effectiveness is initially left to the manufacturer using available FDA guidance; however, the FDA may review this determination to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall the modified device until 510(k) clearance or PMA approval is obtained.
These include product listing and establishment registration requirements, which help facilitate FDA inspections and other regulatory actions. As a medical device manufacturer, all of our manufacturing facilities are subject to inspection on a routine basis by the FDA.
Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA and certain state agencies. These include product listing and establishment registration requirements, which help facilitate FDA inspections and other regulatory actions. As a medical device manufacturer, all of our manufacturing facilities are subject to inspection on a routine basis by the FDA.
Our Board of Directors is actively engaged in overseeing our people and culture strategy and reviews human capital matters at each quarterly meeting, including periodic updates on succession planning, leadership development, talent acquisition and retention, diversity and inclusiveness, employee engagement, total rewards, and culture of the Company, among other topics.
Our Board of Directors is actively engaged in overseeing our people and culture strategy and reviews human capital matters, including periodic updates on succession planning, leadership development, talent acquisition and retention, employee engagement, total rewards, and culture of the Company, among other topics. The Compensation Committee of the Board of Directors oversees our executive and equity compensation programs.
In 2024, 42% of segment sales were derived from North America, 27% from Western Europe, 5% from other developed markets, and 26% from emerging markets. Sales of consumable products, services and spare parts comprised 94% of segment sales in 2024.
In 2025, 41% of segment sales were derived from North America, 28% from Western Europe, 5% from other developed markets, and 26% from emerging markets. Sales of consumable products, services and spare parts comprised 93% of segment sales in 2025.
We expect product innovation and increased affordability to help drive future growth in emerging markets. ◦ Orthodontic Solutions: Traditional wires and brackets systems continue to be the preferred choice in complex and young adult cases, due to their better clinical outcomes.
We expect product innovation and increased affordability to help drive future growth in emerging markets. ◦ Orthodontic Solutions: Traditional wires and brackets systems continue to be the preferred choice in complex and young adult cases, due to their better clinical outcomes. In recent years, clear aligners have also become an increasingly popular treatment option.
We believe digitalization and connectivity will continue to drive high growth in this area. 6 Competition Although our businesses generally operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment because none of our competitors offer all of the same product and service lines and serve all of the same markets as we do.
Competition Although our businesses generally operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment because none of our competitors offer all of the same product and service lines and serve all of the same markets as we do.
We typically market these products directly to end-users through our commercial organization, and 84% of our 2024 sales for this segment were direct sales. In 2024, our Specialty Products & Technologies segment generated $1.6 billion of sales, representing year-over-year sales and core sales decrease of 1.6% and 0.9%, respectively.
We typically market these products directly to end-users through our commercial organization, and 84% of our 2025 sales for this segment were direct sales. In 2025, our Specialty Products & Technologies segment generated $1,752.8 million of sales, representing year-over-year sales and core sales increase of 8.4% and 6.3%, respectively.
Further, all 50 states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected persons and/or state regulators in the event of a data breach or compromise, including when their personal information has or may have been acquired by an unauthorized person.
In addition, all 50 states and the District of Columbia have adopted data breach notification laws that impose, in varying degrees, an obligation to notify affected individuals, and in some cases state regulatory authorities and consumer credit bureaus, in the event of a data breach or compromise, when personal information has or may have been accessed or acquired by an unauthorized person.
Entities that are found to be in violation of HIPAA, for example as the result of a breach of unsecured protected health information or for failure to perform a HIPAA risk assessment, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.
Entities found to be in violation of HIPAA, whether as the result of a breach, privacy complaint, failure to perform a risk assessment, or for other reasons, may be subject to significant fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle non-compliance allegations.
(federal and state) and international data privacy, security and data breach notification laws, which may govern the collection, use, disclosure and protection of health-related and other personal and/or sensitive information.
(federal and state) and international data privacy and security laws and regulations governing the collection, use, disclosure and protection of health-related or other personal information.
Failure to comply with these statutory requirements, or mere notification of data breaches pursuant to these statutory requirements, can subject our company to legal, regulatory, and reputational risks, as well as the financial risks that can accompany regulatory investigations and enforcement actions and private litigation.
Failure to comply with these requirements can subject our company to legal, regulatory, and reputational risks, as well as the financial costs associated with compliance or that can accompany regulatory investigations, enforcement actions, or private litigation as applicable.
Our Strategy Our strategic focus is comprised of three key elements: • “ Establish a Strong Foundation ”: EBS is a set of lean, innovation, growth and leadership-focused tools and processes that helps differentiate us from our competitors.
Our Strategy Our strategic focus is comprised of three key elements: • “ Establish a Strong Foundation ”: EBS is a set of lean, innovation, growth and leadership-focused tools and processes that helps differentiate us from our competitors. Beginning in 2016, we consolidated our operating companies, substantially reduced our manufacturing sites, and consolidated sales offices.
In 2024, our Equipment & Consumables segment generated $0.9 billion of sales. In 2024, 69% of segment sales were derived from North America, 12% from Western Europe, 4% from other developed markets, and 15% from emerging markets. We distribute our Equipment & Consumables segment products primarily through our channel partners, representing approximately 88% of sales in this segment in 2024.
In 2025, our Equipment & Consumables segment generated $966.7 million of sales. In 2025, 70% of segment sales were derived from North America, 12% from Western Europe, 3% from other developed markets, and 15% from emerging markets. We distribute our Equipment & Consumables segment products primarily through our channel partners, representing approximately 89% of sales in this segment in 2025.
We expect generally improving economic trends and increased consumer disposable income in emerging markets, as well as advancements in technological innovation that reduces complexity and cost and increases efficiency, will help drive penetration of dental care in these under-served markets.
Prevalence and penetration of treatments is largely tied to socio-economic factors such as availability and affordability of care. We expect generally improving economic trends and increased consumer disposable income in emerging markets, as well as advancements in technological innovation that reduce complexity and cost and increase efficiency, will help drive penetration of dental care in these under-served markets.
In addition, certain of our products are regulated by the U.S. Environmental Protection Agency and comparable state regulatory agencies. For a discussion of the environmental laws and regulations that our operations, products and services are subject to and other environmental contingencies, please refer to Note 15 to our Consolidated Financial Statements included in this Annual Report.
For a discussion of the environmental laws and regulations that our operations, products and services are subject to and other environmental contingencies, please refer to Note 13 to our Consolidated Financial Statements included in this Annual Report.
We purchase raw materials from a large number of independent sources around the world. For certain components that require particular specifications or qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.
For certain components that require particular specifications or qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.
In addition, the Secretary of HHS is required to perform periodic audits to ensure covered entities (and their business associates, as that term is defined under HIPAA) comply with the applicable HIPAA requirements, increasing the likelihood that a HIPAA violation will result in an enforcement action.
In addition, the Secretary of HHS is required to perform periodic audits to ensure covered entities (and their business associates) comply with applicable HIPAA requirements, increasing the likelihood that a HIPAA violation may result in an enforcement action. In early 2025, HHS issued a proposed new rule that included significant changes to the HIPAA Security Rule requirements.
In 2024, we generated 52% of our sales in North America, 22% of our sales in Western Europe, 21% of our sales in emerging markets and 5% of our sales in other developed markets.
In 2025, we generated 51% of our sales in North America, 23% of our sales in Western Europe, 22% of our sales in emerging markets and 4% of our sales in other developed markets.
The Compensation Committee of the Board of Directors oversees our executive and equity compensation programs. We evaluate and manage risks relating to our human capital strategy as part of our enterprise risk management program.
We evaluate and manage risks relating to our human capital strategy as part of our enterprise risk management program.
Risk Factors—Risks Related to Laws and Regulations.” Healthcare Reform In the U.S. and certain foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system. For example, there have been numerous political and legal efforts to expand, repeal, replace or modify the U.S.
Risk Factors—Risks Related to Laws and Regulations.” 13 Healthcare Reform In the U.S., both at the federal level and the state level, and certain foreign jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: • Conditions in the global economy, especially with respect to the particular markets we serve and the volatility of the financial markets may adversely affect our business and financial statements. • International economic, political, legal compliance and business factors could negatively affect our financial statements. • Significant developments or uncertainties stemming from trade policies could adversely affect our business. • Our growth could suffer if the markets into which we sell our products and services decline. • Our financial results are subject to fluctuations in the cost and availability of commodities. • If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer, and our reliance upon sole or limited resources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies. • If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a cybersecurity incident, catastrophe or other events, our operations could be seriously harmed. • The manufacture of many of our products is a highly exacting and complex process. • A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect our business, operations, reputation and financial statements. • We currently outsource certain elements of our information technology systems to third-party services providers and their failure to adequately perform their services or attacks to their information systems could have a material adverse impact on our business operations and make our systems vulnerable to attacks. • Data privacy and security laws relating to the handling of personal information (including personal health information) are evolving across the world and may be drafted, interpreted or applied in a manner that results in increased costs, legal claims, fines against us, reputational damage or impedes delivery. • Our growing use of AI systems to automate processes and analyze data poses inherent risks. • Our growth depends in part on the timely development, commercialization, and customer acceptance of new and enhanced products and services based on technological innovation. • Our ability to manage executive leadership transitions and to attract, develop and retain our key personnel is critical to our success. • Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price. • Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements. • The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities. • Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could adversely affect our financial statements. • Inventories maintained by our distributors and customers may fluctuate from time to time. • We are dependent upon a limited number of distributors for a significant portion of our sales. • If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights. • Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services. 17 • Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements. • Our restructuring and site consolidation actions could have long-term adverse effects on our business. • Climate related risks and regulations may have an impact on our business. • We have outstanding indebtedness of approximately $1.4 billion as of February 7, 2025, and in the future, we may incur additional indebtedness. • We may not be able to generate sufficient cash to service all of our indebtedness. • We may be unable to raise the funds necessary to repurchase the convertible notes for cash following a fundamental change, or to pay any cash amounts due upon conversion. • The conditional conversion feature of the convertible notes, if triggered, may adversely affect our financial condition and operating results. • The capped call transactions may affect the value of the convertible notes and our common stock. • We are subject to counterparty risk with respect to the capped calls transactions. • Our variable rate indebtedness exposes us to interest rate volatility. • The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs. • We face intense competition. • Changes in governmental regulations may reduce demand for our products or services or increase our expenses. • Certain of our businesses are subject to extensive regulation by the FDA and comparable agencies of other countries. • Off-label marketing or misleading advertising of our products could result in substantial penalties. • Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products. • Our operations, products and services expose us to the risk of environmental, health and safety liabilities. • Our businesses are subject to extensive regulation. • The price of our common stock may continue to be volatile. • Certain provisions in our governing documents and of Delaware law may prevent or delay an acquisition of us, which could decrease the trading price of our common stock. • Our governing documents contain exclusive forum provisions for certain types of actions and proceedings. • Conversion of the convertible notes may dilute the ownership interest of our stockholders. • The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock and the convertible notes. • We have recognized substantial impairment charges for our goodwill and indefinite-lived intangible assets and may be required to recognize additional impairment charges for assets in the future. • Changes in accounting standards and subjective assumptions, estimates and judgements by management related to complex accounting matters could significantly affect our financial results or financial condition. • Foreign currency exchange rates may adversely affect our financial statements. • Changes in tax law relating to multinational corporations could adversely affect our tax position. • We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business. • Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations. 18 Risks Related to Our Business Conditions in the global economy, especially with respect to the particular markets we serve and the volatility of the financial markets may adversely affect our business and financial statements.
Biggest changeRisk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results: • Conditions in the global economy, especially with respect to the particular markets we serve and the volatility of the financial markets may adversely affect our business and financial statements. • International economic, political, legal compliance and business factors could negatively affect our financial statements. • Significant developments or uncertainties stemming from trade policies could adversely affect our business. • Our growth could suffer if the markets into which we sell our products and services decline. • Our financial results are subject to fluctuations in the cost and availability of commodities. • If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer, and our reliance upon sole or limited resources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies. • A significant disruption in, or breach in security of, our information technology systems or data or violation of data privacy laws could adversely affect our business, operations, reputation and financial statements. • Our growing use of artificial intelligence systems to automate processes and analyze data poses inherent risks. • If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a cybersecurity incident, catastrophe or other events, our operations could be seriously harmed. • The manufacture of many of our products is a highly exacting and complex process. • We currently outsource certain elements of our information technology systems to third-party services providers and their failure to adequately perform their services or attacks to their information systems could have a material adverse impact on our business operations and make our systems vulnerable to attacks. • Data privacy and security laws relating to the handling of personal information (including personal health information) are evolving across the world and may be drafted, interpreted or applied in a manner that results in increased costs, legal claims, fines against us, reputational damage or impedes delivery. • Our growth depends in part on the timely development, commercialization, and customer acceptance of new and enhanced products and services based on technological innovation. • Our success depends on our ability to attract, develop and retain our key personnel. • Any inability to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price. • Our acquisition of businesses, investments, joint ventures and other strategic relationships could negatively impact our financial statements. • The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities. • Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could adversely affect our financial statements. • Inventories maintained by our distributors and customers may fluctuate from time to time. • We are dependent upon a limited number of distributors for a significant portion of our sales. • If we do not or cannot adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights. • Third parties may claim that we are infringing or misappropriating their intellectual property rights and we could suffer significant litigation expenses, losses or licensing expenses or be prevented from selling products or services. • Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements. 19 • Our restructuring and site consolidation actions could have long-term adverse effects on our business. • Climate related risks and regulations may have an impact on our business. • We have outstanding indebtedness of approximately $1.5 billion as of February 6, 2026, and in the future, we may incur additional indebtedness. • We may not be able to generate sufficient cash to service all of our indebtedness. • We may be unable to raise the funds necessary to repurchase the convertible notes for cash following a fundamental change, or to pay any cash amounts due upon conversion. • The conditional conversion feature of the convertible notes, if triggered, may adversely affect our financial condition and operating results. • Our variable rate indebtedness exposes us to interest rate volatility. • The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs. • We face intense competition. • Changes in governmental regulations may reduce demand for our products or services or increase our expenses. • Certain of our businesses are subject to extensive regulation by the FDA and comparable agencies of other countries. • Off-label marketing or misleading advertising of our products could result in substantial penalties. • Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products. • Our operations, products and services expose us to the risk of environmental, health and safety liabilities. • Our businesses are subject to extensive regulation. • The price of our common stock may continue to be volatile. • Certain provisions in our governing documents and of Delaware law may prevent or delay an acquisition of us, which could decrease the trading price of our common stock. • Our governing documents contain exclusive forum provisions for certain types of actions and proceedings. • Conversion of the convertible notes may dilute the ownership interest of our stockholders. • The issuance or sale of shares of our common stock, or rights to acquire shares of our common stock, could depress the trading price of our common stock and the convertible notes. • We have recognized substantial impairment charges for our goodwill and indefinite-lived intangible assets and may be required to recognize additional impairment charges for assets in the future. • Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition. • Foreign currency exchange rates may adversely affect our financial statements. • Changes in tax law relating to multinational corporations could adversely affect our tax position. • We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business. • Work stoppages, union and works council campaigns and other labor disputes could adversely impact our productivity and results of operations. 20 Risks Related to Our Business Conditions in the global economy, especially with respect to the particular markets we serve and the volatility of the financial markets may adversely affect our business and financial statements.
Acquisitions, investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our business and financial statements: ◦ Any business, technology, service or product that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably. ◦ We may incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets. ◦ Acquisitions, investments, joint ventures or strategic relationships could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term. ◦ Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period. ◦ Acquisitions, investments, joint ventures or strategic relationships could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address. ◦ We have in the past and could in the future experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers. ◦ We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint venture or strategic relationship. 28 ◦ We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations. ◦ In connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results. ◦ As a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges. ◦ We may have interests that diverge from those of our joint venture partners or other strategic partners and we may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk. ◦ Investing in or making loans to early-stage companies often entails a high degree of risk, and we may not achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
Acquisitions, investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our business and financial statements: ◦ Any business, technology, service or product that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably. 28 ◦ We may incur or assume significant debt in connection with our acquisitions, investments, joint ventures or strategic relationships, which could also cause a deterioration of our credit ratings, result in increased borrowing costs and interest expense and diminish our future access to the capital markets. ◦ Acquisitions, investments, joint ventures or strategic relationships could cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term. ◦ Pre-closing and post-closing earnings charges could adversely impact operating results in any given period, and the impact may be substantially different from period to period. ◦ Acquisitions, investments, joint ventures or strategic relationships could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address. ◦ We have in the past and could in the future experience difficulty in integrating personnel, operations and financial and other controls and systems and retaining key employees and customers. ◦ We may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint venture or strategic relationship. ◦ We may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations. ◦ In connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results. ◦ As a result of our acquisitions and investments, we have recorded significant goodwill and other assets on our balance sheet and if we are not able to realize the value of these assets, or if the fair value of our investments declines, we may be required to incur impairment charges. ◦ We may have interests that diverge from those of our joint venture partners or other strategic partners and we may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner we believe is most appropriate, exposing us to additional risk. ◦ Investing in or making loans to early-stage companies often entails a high degree of risk, and we may not achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time.
Our success will depend on several factors, including our ability to: ◦ correctly identify customer needs and preferences and predict future needs and preferences; ◦ allocate our research and development funding to products and services with higher growth prospects; ◦ anticipate and respond to our competitors’ development of new products and services and technological innovations; ◦ differentiate our offerings from our competitors’ offerings and avoid commoditization; ◦ innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets; ◦ obtain adequate intellectual property rights with respect to key technologies before our competitors do; ◦ successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; ◦ obtain necessary regulatory approvals of appropriate scope (including by demonstrating satisfactory clinical results where required); and ◦ stimulate customer demand for and convince customers to adopt new technologies, including assisted or artificial intelligence.
Our success will depend on several factors, including our ability to: ◦ correctly identify customer needs and preferences and predict future needs and preferences; ◦ allocate our research and development funding to products and services with higher growth prospects; ◦ anticipate and respond to our competitors’ development of new products and services and technological innovations; ◦ differentiate our offerings from our competitors’ offerings and avoid commoditization; 27 ◦ innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in our served markets; ◦ obtain adequate intellectual property rights with respect to key technologies before our competitors do; ◦ successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; ◦ obtain necessary regulatory approvals of appropriate scope (including by demonstrating satisfactory clinical results where required); and ◦ stimulate customer demand for and convince customers to adopt new technologies, including assisted or artificial intelligence.
These changes, as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures have started changing the way health care is delivered, reimbursed and funded and may cause participants in the health care industry and related industries that we serve to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amounts of reimbursement and funding available for our products and services from governmental agencies or third-party payors, heighten clinical data requirements, reduce the volume of medical procedures that use our products and services, affect the acceptance rate of new technologies and products and increase our compliance and other costs.
These changes, as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures have started changing the way health care is delivered, reimbursed and funded and may cause participants in the health care industry and related industries that we serve to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amounts of reimbursement and funding available for our products and services from governmental agencies or third-party payors, heighten clinical data requirements, reduce the volume of medical procedures that use our products and services, implement policies that affect the acceptance rate of new technologies and products and increase our compliance and other costs.
Our international business (and particularly our business in emerging markets) is subject to risks that are customarily encountered in non-U.S. operations, including: ◦ interruption in the transportation of materials to us and finished goods to our customers; ◦ differences in terms of sale, including payment terms; ◦ local product preferences and product requirements; ◦ changes in a country’s or region’s political or economic conditions, such as the devaluation of particular currencies; ◦ trade protection measures, sanctions, increased trade barriers, imposition of significant tariffs on imports or exports, embargoes and import or export restrictions and requirements; 19 ◦ regulatory requirements, including, without limitation, anti-bribery, anti-corruption and laws pertaining to the accuracy of our internal books and records; ◦ unexpected changes in laws or regulatory requirements, including changes in tax laws; ◦ capital controls and limitations on ownership and on repatriation of earnings and cash; ◦ the potential for nationalization of enterprises; ◦ changes in medical reimbursement policies and programs; ◦ limitations on legal rights and our ability to enforce such rights; ◦ difficulty in staffing and managing widespread operations; ◦ differing labor regulations; ◦ difficulties in implementing restructuring actions on a timely or comprehensive basis; ◦ differing protection of intellectual property; ◦ greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals; and ◦ other factors beyond our control, such as terrorism, war, natural disasters and pandemics.
Our international business (and particularly our business in emerging markets) is subject to risks that are customarily encountered in non-U.S. operations, including: ◦ interruption in the transportation of materials to us and finished goods to our customers; ◦ differences in terms of sale, including payment terms; ◦ local product preferences and product requirements; ◦ changes in a country’s or region’s political or economic conditions, such as the devaluation of particular currencies; ◦ trade protection measures, sanctions, increased trade barriers, imposition of significant tariffs on imports or exports, embargoes and import or export restrictions and requirements; 21 ◦ regulatory requirements, including, without limitation, anti-bribery, anti-corruption and laws pertaining to the accuracy of our internal books and records; ◦ unexpected changes in laws or regulatory requirements, including changes in tax laws; ◦ capital controls and limitations on ownership and on repatriation of earnings and cash; ◦ the potential for nationalization of enterprises; ◦ changes in medical reimbursement policies and programs; ◦ limitations on legal rights and our ability to enforce such rights; ◦ difficulty in staffing and managing widespread operations; ◦ differing labor regulations; ◦ difficulties in implementing restructuring actions on a timely or comprehensive basis; ◦ differing protection of intellectual property; ◦ greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals; and ◦ other factors beyond our control, such as terrorism, war, natural disasters and pandemics.
While we believe we have substantially compliant programs and controls in place satisfying the above laws and requirements, such compliance imposes additional costs on us and the requirements are sometimes unclear. 37 To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution and post-marketing surveillance of our products.
While we believe we have substantially compliant programs and controls in place satisfying the above laws and requirements, such compliance imposes additional costs on us and the requirements are sometimes unclear. To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution and post-marketing surveillance of our products.
Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our business and financial statements. Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements.
Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our business and financial statements. 31 Defects and unanticipated use or inadequate disclosure with respect to our products or services (including software), or allegations thereof, could adversely affect our business, reputation and financial statements.
Business—Competition . ” In order to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers and external experts, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product and service categories and penetrating new markets, including emerging markets.
Business—Competition . ” In order to compete effectively, we must retain longstanding relationships with major customers and DSOs and continue to grow our business by establishing relationships with new customers, DSOs and external experts, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product and service categories and penetrating new markets, including emerging markets.
We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial statements. Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could adversely affect our financial statements.
We cannot assure you that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that adversely affect our financial statements. 29 Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have sold could adversely affect our financial statements.
In addition, we may be excluded from important market segments or unable to enter into contracts with group purchasing organizations and integrated health networks on terms acceptable to us, and even if we do enter into such contracts they may be on terms that negatively affect our current or future profitability.
In addition, we may be excluded from important market segments or unable to enter into contracts with group purchasing organizations, DSOs, and integrated health networks on terms acceptable to us, and even if we do enter into such contracts they may be on terms that negatively affect our current or future profitability.
All of the factors described above could adversely affect our business and financial statements. We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce prices for our products and services.
All of the factors described above could adversely affect our business and financial statements. 35 We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce prices for our products and services.
If these competitors’ products capture significant market share or decrease market prices overall, this could have an adverse effect on our financial statements. 36 Risks Related to Laws and Regulations Changes in governmental regulations may reduce demand for our products or services or increase our expenses.
If these competitors’ products capture significant market share or decrease market prices overall, this could have an adverse effect on our financial statements. Risks Related to Laws and Regulations Changes in governmental regulations may reduce demand for our products or services or increase our expenses.
The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, including the following: ◦ Governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of health care services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing organizations and integrated health delivery networks and pursuing consolidation to improve their purchasing leverage and using competitive bid processes to procure health care products and services. 35 ◦ Certain of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for health care products and services and research activities.
The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, including the following: ◦ Governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of health care services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing organizations, DSOs, and integrated health delivery networks and pursuing consolidation to improve their purchasing leverage and using competitive bid processes to procure health care products and services. ◦ Certain of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for health care products and services and research activities.
We may request additional label indications for our current products, and the FDA may deny those requests outright, require additional expensive performance or clinical data to support any additional indications or impose limitations on the intended use of any cleared products as a condition of clearance.
We may request additional use indications for our current products, and the FDA may deny those requests outright, require additional expensive performance or clinical data to support any additional indications or impose limitations on the intended use of any cleared products as a condition of clearance.
Any of these factors could adversely affect our growth and results of operations in any given period. Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations. As further discussed in the section entitled “Item 1.
Any of these factors could adversely affect our growth and results of operations in any given period. 23 Our financial results are subject to fluctuations in the cost and availability of commodities that we use in our operations. As further discussed in the section entitled “Item 1.
In addition to the environmental, health, safety, health care, medical device, anticorruption, data privacy and other regulations noted elsewhere in this Annual Report, our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. 39 We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws - In particular, the U.S.
In addition to the environmental, health, safety, health care, medical device, anticorruption, data privacy and other regulations noted elsewhere in this Annual Report, our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. 38 We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents or business partners (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws.
We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Notes. The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Notes. 34 The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
The third-party insurance coverage that we maintain will vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against such losses. 22 The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial statements could suffer.
The third-party insurance coverage that we maintain will vary from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against such losses. 26 The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial statements could suffer.
Factors that may cause the market price of our common stock to fluctuate, some of which may be beyond our control, include: ◦ our quarterly or annual earnings, or those of other companies in our industry; ◦ actual or anticipated fluctuations in our operating results; ◦ changes in earnings estimated by securities analysts or our ability to meet those estimates; ◦ the operating and stock price performance of other comparable companies; ◦ changes to the regulatory and legal environment in which we operate; ◦ macroeconomic conditions, inflation, interest rates, fluctuating foreign currency exchange rates, slow economic growth, continuing supply chain disruptions, and global conflicts, including the Russia-Ukraine war and the Israel-Hamas war; ◦ unusual events such as significant acquisitions by us and our competitors, divestitures, litigation, regulatory actions and other factors, including factors unrelated to our operating performance; ◦ announcements by us or our competitors of new products or technological innovation; 40 ◦ overall market fluctuations and domestic and worldwide economic conditions; and ◦ other factors described in these “Risk Factors” and elsewhere in this Annual Report.
Factors that may cause the market price of our common stock to fluctuate, some of which may be beyond our control, include: ◦ our quarterly or annual earnings, or those of other companies in our industry; ◦ actual or anticipated fluctuations in our operating results; ◦ changes in earnings estimated by securities analysts or our ability to meet those estimates; ◦ the operating and stock price performance of other comparable companies; ◦ investor interest in the dental industry; ◦ changes to the regulatory and legal environment in which we operate; ◦ macroeconomic conditions, inflation, interest rates, fluctuating foreign currency exchange rates, slow economic growth, continuing supply chain disruptions, and global conflicts, including the Russia-Ukraine war and the Israel-Hamas war; ◦ unusual events such as significant acquisitions by us and our competitors, divestitures, litigation, regulatory actions and other factors, including factors unrelated to our operating performance; 39 ◦ announcements by us or our competitors of new products or technological innovation; ◦ overall market fluctuations and domestic and worldwide economic conditions; and ◦ other factors described in these “Risk Factors” and elsewhere in this Annual Report.
Sustained geopolitical tensions could lead to long-term changes in global trade and supply chains, and decoupling of global trade networks, which could have a material adverse effect on our business and growth prospects. Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
Sustained geopolitical tensions could lead to long-term changes in global trade and supply chains, and decoupling of global trade networks, which could have a material adverse effect on our business, results of operations and growth prospects. Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets. In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions.
Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, certain markets. In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions.
In addition, our issuance of additional shares of common stock will dilute the ownership interests of our existing common stockholders, including holders of Notes who have received shares of our common stock upon conversion of their Notes. 42 General Risks We have recognized substantial impairment charges for our goodwill and indefinite-lived intangible assets and may be required to recognize additional impairment charges for such assets in the future.
In addition, our issuance of additional shares of common stock will dilute the ownership interests of our existing common stockholders, including holders of Notes who have received shares of our common stock upon conversion of their Notes. 41 General Risks We have recognized substantial impairment charges for our goodwill and indefinite-lived intangible assets and may be required to recognize additional impairment charges for such assets in the future.
Sustained inflation, increases in interest rates, slower global economic growth, threatened or actual recessions, continuing supply chain disruptions, geopolitical tensions, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, consumer confidence, high levels of unemployment or underemployment (and a corresponding increase in the uninsured and underinsured population), reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration, austerity measures, social or political unrest, the impact of the COVID-19 pandemic and other challenges that affect the global economy have previously and may continue to adversely affect us and our distributors, customers and suppliers.
Sustained inflation, increases in interest rates, slower global economic growth, threatened or actual recessions, continuing supply chain disruptions, geopolitical tensions, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, consumer confidence, high levels of unemployment or underemployment (and a corresponding increase in the uninsured and underinsured population), reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration, austerity measures, social or political unrest, and other challenges that affect the global economy have previously and may continue to adversely affect us and our distributors, customers and suppliers.
Certain of our U.S. and non-U.S. employees are subject to collective labor arrangements. We are subject to potential work stoppages, union and works council campaigns and other labor disputes, any of which could adversely impact our financial statements and business, including our productivity and reputation. 44 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Certain of our U.S. and non-U.S. employees are subject to collective labor arrangements. We are subject to potential work stoppages, union and works council campaigns and other labor disputes, any of which could adversely impact our financial statements and business, including our productivity and reputation. 43 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Additionally, certain provisions in the Notes and the Indentures governing the Notes could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then holders of the Notes will have the right to require us to repurchase their Notes for cash.
Additionally, certain provisions in the Notes and the Indenture governing the Notes could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then holders of the Notes will have the right to require us to repurchase their Notes for cash.
Although these export controls and sanctions did not have a material impact on our financial position or results of operations as of and for the year ended December 31, 2024, the outcome and future impacts of the conflict and governmental responses thereto remain highly uncertain.
Although these export controls and sanctions did not have a material impact on our financial position or results of operations as of and for the year ended December 31, 2025, the outcome and future impacts of the conflict and governmental responses thereto remain highly uncertain.
In either case, and in other cases, our obligations under the Notes and the Indentures could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our securities may view as favorable.
In either case, and in other cases, our obligations under the Notes and the Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our securities may view as favorable.
Furthermore, trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us.
Furthermore, trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases.
If interest rates continue to increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
Any of these events could significantly harm our business and results of operations and cause our stock price to decline. 38 Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products.
Any of these events could significantly harm our business and results of operations and cause our stock price to decline. 37 Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products.
Certain provisions in our second amended and restated certificate of incorporation, as amended, our third amended and restated bylaws, the Indentures governing the Notes, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
Certain provisions in our second amended and restated certificate of incorporation, as amended, our third amended and restated bylaws, the Indenture governing the Notes, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
For example, we have incorporated machine-learning into certain of our software to provide AI analysis of dental patient images designed to enhance a dentist’s own analysis. Flaws, biases or malfunctions in these systems could lead to operational disruptions, data loss, or erroneous decision-making, impacting our operations, financial condition and reputation.
For example, we have incorporated machine-learning into certain of our software to provide artificial intelligence analysis of dental patient images designed to enhance a dentist’s own analysis. Flaws, biases or malfunctions in these systems could lead to operational disruptions, data loss, or erroneous decision-making, impacting our operations, financial condition and reputation.
Trade policies and disputes at times result in increased tariffs, trade barriers, and other protectionist measures, which can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders.
Trade policies and disputes may result in increased tariffs, trade barriers, and other protectionist measures, which can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders.
Ethical and legal challenges may arise, including biases or discrimination in AI outcomes, non-compliance with data protection regulations, and lack of transparency. The legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy or use AI technologies.
Ethical and legal challenges may arise, including biases or discrimination in artificial intelligence outcomes, non-compliance with data protection regulations, and lack of transparency. The legal and regulatory landscape and industry standards surrounding artificial intelligence technologies is rapidly evolving and uncertain, and compliance may impose significant operational costs and may limit our ability to develop, deploy or use artificial intelligence technologies.
Any such regulatory changes could have a significant effect on our operating and financial decisions, including those involving capital expenditures to reduce emissions and comply with other regulatory requirements. 32 Risks Related to Our Indebtedness We have outstanding indebtedness of approximately $1.4 billion, and in the future, we may incur additional indebtedness.
Any such regulatory changes could have a significant effect on our operating and financial decisions, including those involving capital expenditures to reduce emissions and comply with other regulatory requirements. Risks Related to Our Indebtedness We have outstanding indebtedness of approximately $1.5 billion, and in the future, we may incur additional indebtedness.
Any of these risks could negatively affect our financial statements, business, growth rate, competitive position, results of operations and financial condition. For example, we generate approximately 9% of our annual sales from Greater China. Accordingly, our business, financial condition and results of operations may be adversely influenced by evolving political, economic and social conditions in China generally.
Any of these risks could negatively affect our financial statements, business, growth rate, competitive position, results of operations and financial condition. For example, we generate approximately 7% of our annual sales from China. Accordingly, our business, financial condition and results of operations may be adversely influenced by evolving political, economic and social conditions in China generally.
Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in countries that have experienced corruption.
In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in countries that have experienced corruption.
Historically, a substantial portion of our sales had come from a limited number of distributors, particularly Henry Schein, which accounted for approximately 10% of our sales in 2024 and 2023. It is anticipated that Henry Schein will continue to be the largest contributor to our sales for the foreseeable future.
Historically, a substantial portion of our sales had come from a limited number of distributors, particularly Henry Schein, which accounted for approximately 12% of our sales in 2025 and 10% of our sales in 2024. It is anticipated that Henry Schein will continue to be the largest contributor to our sales for the foreseeable future.
For additional information regarding these risks, please refer to Note 15 to our Consolidated Financial Statements included in this Annual Report.
For additional information regarding these risks, please refer to Note 13 to our Consolidated Financial Statements included in this Annual Report.
Our businesses operate in industries that are intensely competitive and have been subject to increasing consolidation. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors. See “Item 1.
Our businesses operate in industries that are intensely competitive and have been subject to increasing consolidation, including the growing significance of DSOs. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors. See “Item 1.
As a result, the tax laws in the U.S. and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business and financial statements. 43 We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and financial statements.
As a result, the tax laws in the U.S. and other countries in which we do business could change on a prospective or retroactive basis, and any such changes could adversely affect our business, financial condition, and results of operations. 42 We are subject to a variety of litigation and other legal and regulatory proceedings in the course of our business that could adversely affect our business and financial statements.
International economic, political, legal, compliance and business factors could negatively affect our financial statements. In 2024, 52% of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S.
International economic, political, legal, compliance and business factors could negatively affect our financial statements. In 2025, 53% of our sales were derived from customers outside the U.S. In addition, many of our manufacturing operations, suppliers and employees are located outside the U.S.
We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased or other restrictions on our imports will be imposed in the future or adversely modified, or what effect such actions would have on our costs of operations.
We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased or other restrictions on our imports will be imposed in the future or adversely modified, whether retaliatory tariffs and trade measures will be imposed by other counties on U.S. exports, or what effect such actions would have on our costs of operations.
Changes in tax law relating to multinational corporations could adversely affect our tax position. The U.S. Congress, government agencies in non-U.S. jurisdictions where we and our affiliates do business, and the Organisation for Economic Co-operation and Development (“OECD”) have recently focused on issues related to the taxation of multinational corporations.
Changes in tax law relating to multinational corporations could adversely affect our tax position. The U.S. Congress, government agencies in non-U.S. jurisdictions where we and our affiliates do business and the Organisation for Economic Co-operation and Development, have continued to focus on issues related to the taxation of multinational corporations.
Future quotas, duties or tariffs may adversely affect our business, financial condition, results of operations or cash flows. Future trade agreements could also provide our competitors with an advantage over us, or increase our costs, either of which could adversely affect our business, financial condition, results of operations or cash flows.
Existing and future quotas, duties or tariffs may adversely affect our business, financial condition, results of operations or cash flows. Future trade agreements could also provide our competitors with an advantage, or increase our costs, either of which could adversely affect our business, financial condition, results of operations or cash flows.
A default under the 2028 Convertible Notes Indenture, the 2025 Convertible Notes Indenture (together, the “Indentures”), or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full.
A default under the 2028 Convertible Notes Indenture (the “Indenture”), or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full.
In addition, we are exposed to the risk that our competitors or our customers may introduce private label, generic, or low-cost products that compete with our products at lower price points. New disruptive technologies may emerge that displace our existing technologies.
In addition, we are exposed to the risk that our competitors or our customers may introduce private label, generic, or low-cost products that compete with our products at lower price points. New disruptive technologies, including those that incorporate artificial intelligence, may emerge that displace our existing technologies.
Borrowings under certain of our facilities, including our Second Amended Credit Agreement, are made at variable rates of interest and expose us to interest rate volatility. Interest rates increased during 2022 and 2023.
Borrowings under certain of our facilities, including our Second Amended Credit Agreement, are made at variable rates of interest and expose us to interest rate volatility.
When growth in the global economy or in any of the markets we serve slows for a significant period, there is significant deterioration in the global economy or such markets or when improvements in the global economy do not benefit the markets we serve, our business and financial statements could be adversely affected.
When growth in the global economy or in any of the markets we serve slows for a significant period, there is significant deterioration in the global economy or such markets or when improvements in the global economy do not benefit the markets we serve, we may be unable to execute on our growth strategy and our business and financial statements could be adversely affected.
We have and are continuing to incorporate AI, including machine learning, in certain of our internal operations and may in the future incorporate AI into certain of our products and services, with the intent to enhance their operation and effectiveness.
We have and are continuing to incorporate artificial intelligence, including machine learning, in certain of our internal operations and into certain of our products and services, with the intent to enhance their operation and effectiveness.
Most of our products are medical devices subject to regulation by the U.S. Food and Drug Administration (the “FDA”), by other federal and state governmental agencies, by comparable agencies of other countries and regions, by certain accrediting bodies and by regulations governing hazardous materials (or the manufacture and sale of products containing any such materials).
Most of our products are medical devices subject to regulation by the FDA, by other federal and state governmental agencies, by comparable agencies of other countries and regions, by certain accrediting bodies and by regulations governing hazardous materials (or the manufacture and sale of products containing any such materials).
These provisions may also prevent or discourage attempts to remove and replace incumbent directors. 41 Our second amended and restated certificate of incorporation, as amended, designates the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors, officers, employees and stockholders.
Our second amended and restated certificate of incorporation, as amended, designates the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors, officers, employees and stockholders.
Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.
Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation (an “interested stockholder”) shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. 40 We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal.
Compliance with the varying data privacy regulations across the U.S. and around the world is complex and have required significant expenditures and may require additional expenditures and changes in our products or business models that increase complexity and competition.
Business—Regulatory Matters—Data Privacy and Security Laws.” Compliance with the varying data privacy regulations across the U.S. and around the world is complex and has required significant expenditures and may require additional expenditures and changes in our products or business models that increase complexity and competition.
However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is in the best interests of us and our stockholders.
These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board of Directors determines is in the best interests of us and our stockholders.
For example, our corporate headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which is prone to earthquakes and wildfires, in addition to the other risks discussed above. In January 2025, several wildfires impacted Los Angeles County.
For example, our corporate headquarters and many of our operations, including certain of our manufacturing facilities, are located in California, which is prone to earthquakes and wildfires, in addition to the other risks discussed above.
Our failure to repurchase the Notes or to pay the cash amounts due upon conversion when required will constitute a default under the indentures governing the 2028 Convertible Notes and the 2025 Convertible Notes between us and Wilmington Trust, National Association, as trustee, dated as of August 10, 2023 and May 21, 2020, respectively.
Our failure to repurchase the Notes or to pay the cash amounts due upon conversion when required will constitute a default under the indenture governing the Notes between us and Wilmington Trust, National Association, as trustee, dated as of August 10, 2023.
From our IPO through February 7, 2025, the sales price of our common stock as reported by the NYSE has ranged from a low sales price of $10.08 on March 19, 2020 to a high sales price of $52.03 on March 29, 2022.
From our IPO through February 6, 2026, the sales price of our common stock as reported by the New York Stock Exchange or NYSE, has ranged from a low sales price of $10.08 on March 19, 2020 to a high sales price of $52.03 on March 29, 2022.
Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies. The supply chains for our businesses have also been impacted by the COVID-19 related lockdowns in China and the Russia-Ukraine conflict. Failure to obtain the needed supply of these products or to offset the increased costs could adversely impact our operating results.
Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies. The supply chains for our businesses have also been impacted by global conflicts, including the Russia-Ukraine war and the Israel-Hamas war. Failure to obtain the needed supply of these products or to offset the increased costs could adversely impact our operating results.
In addition, government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements. 26 Our growing use of AI systems to automate processes and analyze data poses inherent risks.
In addition, government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful and may adversely affect our ability to pay dividends (if we pay dividends in the future).
The risks described above will increase with the amount of indebtedness we incur, and in the future, we may incur significant indebtedness in addition to the indebtedness described above. 33 We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful and may adversely affect our ability to pay dividends (if we pay dividends in the future).
We have a limited trading history and there may be wide fluctuations in the market value of our common stock as a result of many factors.
There may be wide fluctuations in the market value of our common stock as a result of many factors.
We continue to implement significant restructuring and site consolidation and centralization activities across our businesses to adjust our cost structure and to increase our operational efficiency, and we may engage in similar activities in the future.
Our restructuring and site consolidation actions could have long-term adverse effects on our business. We continue to implement significant restructuring and site consolidation and centralization activities across our businesses to adjust our cost structure and to increase our operational efficiency, and we may engage in similar activities in the future.
Our outsourcing relationships with third-parties involve access to certain of our sensitive information which may expose us to enhanced risks, attacks, and disruptions. 24 Data privacy and security laws relating to the handling of personal information (including personal health information) are evolving across the world and may be drafted, interpreted or applied in a manner that results in increased costs, legal claims, fines against us, reputational damage or impedes delivery.
Data privacy and security laws relating to the handling of personal information (including personal health information) are evolving across the world and may be drafted, interpreted or applied in a manner that results in increased costs, legal claims, fines against us, reputational damage or impedes delivery.
As of December 31, 2024, the net carrying value of our goodwill and other intangible assets totaled approximately $2.9 billion. In accordance with generally accepted accounting principles, we periodically assess these assets to determine if they are impaired.
Following the recording of $1.1 billion and $0.3 million in goodwill and indefinite-lived intangible assets impairment charges in 2024 and 2023, respectively, the net carrying value of our goodwill and other intangible assets totaled approximately $3.0 billion as of December 31, 2025. In accordance with generally accepted accounting principles, we periodically assess these assets to determine if they are impaired.
If we are unable to fully recover higher commodity costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability could decline and our financial statements could be adversely affected. 21 If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions and customer demand, our profitability may suffer.
If we are unable to fully recover higher commodity costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability could decline and our financial statements could be adversely affected.
Our subcontractors and vendor to whom we outsource our information technology systems are also subject to the requirements of data privacy and security laws, regulations, and controls.
Our subcontractors and vendors to whom we outsource our information technology systems are also subject to the requirements of data privacy and security laws, regulations, and controls. For a discussion of these data privacy and security laws and regulations, please refer to “Item 1.
The effects of climate-related risks could also impair the availability and cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels we require.
The effects of climate-related risks could also impair the availability and cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels we require. 32 The regulations surrounding greenhouse gas emissions disclosures and sustainability reporting have also continued to evolve, with compliance requirements varying by jurisdiction.
As a result, the amount of interest we may pay on our variable rate indebtedness is difficult to predict. Risks Related to Our Industry The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial statements.
Risks Related to Our Industry The industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial statements.
Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. Off-label marketing or misleading advertising of our products could result in substantial penalties.
Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired. Off-label marketing or misleading advertising of our products could result in substantial penalties. The FDA, the FTC and, in some cases, the EPA strictly regulate the promotional claims that may be made about approved or cleared products.
In addition, regulators, customers, investors, employees and other stakeholders are focusing more on environmental matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent meeting such regulations and expectations and complying with disclosure requirements.
These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent meeting such regulations and expectations and complying with disclosure requirements.
We cannot predict the costs to comply with these laws or the costs associated with a potential data breach, which could have a material adverse effect on our business, results of operations, financial position and cash flows, and our business reputation.
We cannot predict the costs to comply with these laws or the costs associated with a potential data breach, which could have a material adverse effect on our business, results of operations, financial position and cash flows, and our business reputation. 25 We have installed privacy/security protection systems and devices on our network in an attempt to prevent cyberthreats and other unauthorized access to information.
All of these events or circumstances, among others, could have an adverse effect on our business, results of operations, financial position and cash flows, and they could harm our business reputation.
All of these events or circumstances, among others, could have an adverse effect on our business, results of operations, financial position and cash flows, and they could harm our business reputation. Our growing use of artificial intelligence systems to automate processes and analyze data poses inherent risks.
The levels of inventory maintained by our distributors and other channel partners, and changes in those levels, can also significantly impact our results of operations in any given period. In addition, the consolidation of distributors and customers in certain of our served industries could adversely impact our business and consolidated financial statements.
The levels of inventory maintained by our distributors and other channel partners, and changes in those levels, can also significantly impact our results of operations in any given period.
Complying with the EU MDR required modifications to our quality management systems, additional resources in certain functions, and required and will continue to require updates to technical files, among other changes. Failure to meet these requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements.
Complying with the EU MDR required modifications to our quality management systems, additional resources in certain functions, and required and will continue to require updates to technical files, among other changes.
Additionally, if our business relationship with a third-party provider of information technology systems or services is negatively affected, or if one of our providers were to terminate its agreement with us without adequate notice, we would suffer a significant business disruption. 23 Any of the cyberattacks, breaches or other disruptions or damage described above could interrupt our operations or the operations of our customers, suppliers, partners or distributors; prevent order placement and fulfillment; delay production and shipments; result in theft of our and our customers’ intellectual property and trade secrets; damage customer, patient, business partner and employee relationships; harm our reputation; result in defective products or services; or lead to legal or regulatory claims, proceedings, liability and/or penalties.
Any of the cyberattacks, breaches or other disruptions or damage described above could interrupt our operations or the operations of our customers, suppliers, partners or distributors; prevent order placement and fulfillment; delay production and shipments; result in theft of our and our customers’ intellectual property and trade secrets; damage customer, patient, business partner and employee relationships; harm our reputation; result in defective products or services; or lead to legal or regulatory claims, proceedings, liability and/or penalties.
As of February 7, 2025, we had outstanding indebtedness of approximately $1.4 billion, including approximately $793.6 million under our Second Amended Credit Agreement, $489.9 million under our 2028 Convertible Notes, $116.1 million under our 2025 Convertible Notes (together with the 2028 Convertible Notes, the “Notes”), and had an additional $750.0 million of borrowing capacity under the revolving credit facility pursuant to the Second Amended Credit Agreement, with the ability to request further increases to the revolving credit facility up to the greater of consolidated EBITDA or $525.0 million.
As of February 6, 2026, we had outstanding indebtedness of approximately $1.5 billion, including approximately $960.6 million under our second amended credit agreement (the “Second Amended Credit Agreement”), $492.7 million under our 2028 Convertible Notes (the “Notes”), with an aggregate available borrowing capacity up to $750.0 million, with a maximum alternative currency sublimit of $675.0 million, under the revolving credit facility (the “Revolving Credit Facility”) pursuant to the Second Amended Credit Agreement, with the ability to request further increases up to the greater of consolidated EBITDA or $525.0 million.
We may conduct future offerings of our common stock, preferred stock or other securities that are convertible into or exercisable for our common stock to finance our operations or fund acquisitions, or for other purposes. In addition, we have reserved 20,656,197 shares of common stock for the exercise of stock options or vesting of restricted stock units.
We may conduct future offerings of our common stock, preferred stock or other securities that are convertible into or exercisable for our common stock to finance our operations or fund acquisitions, or for other purposes.
Similarly, under the Physician Payment Sunshine Act, we are required to collect and report detailed information regarding certain financial relationships we have with covered recipients, including physicians, dentists, teaching hospitals, and certain other non-physician practitioners.
Failure to meet these requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements. 36 Similarly, under the Physician Payment Sunshine Act, we are required to collect and report detailed information regarding certain financial relationships we have with covered recipients, including physicians, dentists, teaching hospitals, and certain other non-physician practitioners.
In addition, the U.S. has recently implemented new tariffs on China and proposed to significantly increase tariffs on foreign imports into the U.S. from other countries, particularly from Canada and Mexico.
The U.S. has significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada, Mexico, and the EU.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThere can be no assurance that future incidents will not materially affect us, including our business strategy, results of operations or financial condition. Please refer to “Item 1A. Risk Factors—Risks Related to Our Business” for further detail about the material cybersecurity risks we face.
Biggest changeTo date, no attempted cyberattack or other attempted intrusion on our information technology networks has resulted in a material adverse impact on our business strategy, results of operations or financial condition. There can be no assurance that future incidents will not materially affect us, including our business strategy, results of operations or financial condition. Please refer to “Item 1A.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We are committed to taking action to protect our information assets and systems. We have an enterprise-wide information security program designed to identify, protect against, detect, and respond to and manage reasonably foreseeable cybersecurity risks and threats, including those associated with our use of third-party service providers.
ITEM 1C. CYBERSECURITY Risk Management and Strategy We are committed to taking action to protect our information assets and systems. We have an enterprise-wide information security program designed to identify, protect against, detect, respond to, and manage reasonably foreseeable cybersecurity risks and threats, including those associated with our use of third-party service providers.
Board members receive periodic presentations on cybersecurity topics from our Chief Information Officer and external experts as part of the Board’s continuing education on topics that impact public companies. 45 Material Cybersecurity Risks, Threats, and Incidents Like most multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase.
Board members receive periodic presentations on cybersecurity topics from our Chief Information Officer and external experts as part of the Board’s continuing education on topics that impact public companies. 44 Material Cybersecurity Risks, Threats, and Incidents Like most multinational corporations, our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other cyberattacks, and we expect the sophistication and frequency of such attacks to continue to increase.
The team focuses on developing and implementing strategies, processes and response plans to protect the confidentiality, integrity, and availability of our assets. Our Senior Director of Information Security has prior experience as a chief information security officer and over 25 years of experience in Technology and Security. Our security team also includes members who maintain industry security certificates.
The team focuses on developing and implementing strategies, processes and response plans to protect the confidentiality, integrity, and availability of our assets. Our Global Head of Information Security & GRC has prior experience as a chief information security officer and over 25 years of experience in technology and security. Our security team also includes members who maintain industry security certificates.
We perform an annual assessment across the Company to identify and review potential risks. Risks are prioritized based on threat models to improve cybersecurity throughout the Company. Cybersecurity Governance Our Senior Director of Information Security reports to our Chief Information Officer and is responsible for leading our enterprise-wide information security team.
We perform an annual assessment across the Company to identify and review potential risks. Risks are prioritized based on threat models to improve cybersecurity throughout the Company. Cybersecurity Governance Our Global Head of Information Security & Governance, Risk Management, and Compliance (“GRC”) reports to our Chief Information Officer and is responsible for leading our enterprise-wide information security team.
Our team is additionally supported by third parties to assist in the operations of our program, compliance audits and security penetration testing. Our Board of Directors oversees our enterprise risk management program. The Audit Committee of our Board of Directors has the responsibility of exercising oversight with respect to our cybersecurity risk management and risk controls.
Our team is additionally supported by our managed service provider and other third parties to assist in the operations of our program, compliance audits and security penetration testing. Our Board of Directors oversees our enterprise risk management program.
Our Chief Information Officer provides periodic reports to the Audit Committee regarding our cybersecurity program, including our information risk management and oversight, security education and training, cyber threat detection and response processes, and relevant internal and industry cybersecurity attacks. The Board also receives a report out on cybersecurity issues and governance at least annually, with periodic updates as needed.
Our Chief Information Officer provides periodic reports to the Audit Committee regarding our cybersecurity program, including our information risk management and oversight, security education and training, cyber threat detection and response processes, relevant internal and industry cybersecurity attacks, and updates on emerging technologies, including artificial intelligence.
We have adopted an Information Security Policy applicable to all of our employees and business partners. We provide security awareness education and training for our employees annually, conduct regular internal “phishing” testing and mandatory training for “clickers,” and publish internal alerts to highlight any emerging or urgent security threats.
We provide security awareness education and training for our employees annually, conduct regular phishing testing with remedial training for those who fail the tests, and publish internal alerts to highlight any emerging or urgent security threats.
We have installed privacy/security protection systems and devices on our network in an attempt to prevent cyberthreats and other unauthorized access to information.
We have installed privacy and security protection systems and devices on our network to assist in the prevention of cyberthreats and other unauthorized access to information. Additionally, we maintain processes designed to identify, assess, and manage cybersecurity risks associated with third-party service providers, based on the nature of the services provided and their access to our systems or data.
Removed
Additionally, we conduct security risk assessments prior to engaging third party suppliers and other vendors and business partners to validate that they maintain appropriate safeguards to protect our and their information systems in connection with services they provide. This risk assessment is heightened with respect to vendors or business partners that have access to our critical systems and information.
Added
These processes include risk-based due diligence, contractual cybersecurity requirements for certain providers, and periodic oversight of third parties that present heightened cybersecurity risk. Cybersecurity risks associated with third-party service providers are considered as part of our broader cybersecurity risk management program. We have adopted an Information Security Policy applicable to all of our employees and business partners.
Removed
For example, during the second half of 2023, one of our largest distributors experienced a cybersecurity incident which impacted their ability to place orders and consequently impacted the timing of orders received. This incident, however, as well as other cyberattacks to date, did not have a material impact on our business strategy, results of operations or financial condition.
Added
The Audit Committee of our Board of Directors has the responsibility of exercising oversight with respect to our cybersecurity risk management and risk controls.
Added
The Board also receives a report on cybersecurity issues and governance at least annually, with periodic updates as needed.
Added
Risk Factors—Risks Related to Our Business” for further detail about the material cybersecurity risks we face.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThirteen of these facilities are located in the U.S. in six states and 19 are located outside the U.S. in 13 other countries, primarily in Europe and to a lesser extent in Asia, the rest of North America, Latin America and the Middle East.
Biggest changeTwelve of these facilities are located in the U.S. in five states and 20 are located outside the U.S. in 13 other countries, primarily in Europe and to a lesser extent in Asia, the rest of North America, Latin America and the Middle East.
We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. We believe our properties and equipment have been well-maintained. Please refer to Note 8 to our Consolidated Financial Statements for additional information with respect to our lease commitments.
We consider our facilities suitable and adequate for the purposes for which they are used and do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities. We believe our properties and equipment have been well-maintained. Please refer to Note 7 to our Consolidated Financial Statements for additional information with respect to our lease commitments.
These facilities cover approximately 2.5 million square feet, of which approximately 0.5 million square feet are owned and approximately 2.0 million square feet are leased. Particularly outside the U.S., facilities often serve more than one business segment and may be used for multiple purposes, such as administration, sales, manufacturing, warehousing and/or distribution.
These facilities cover approximately 2.6 million square feet, of which approximately 0.5 million square feet are owned and approximately 2.1 million square feet are leased. Particularly outside the U.S., facilities often serve more than one business segment and may be used for multiple purposes, such as administration, sales, manufacturing, warehousing and/or distribution.
ITEM 2. PROPERTIES Our corporate headquarters are located in Brea, California in a facility that we lease. As of December 31, 2024, our facilities included approximately 32 significant office, research and development, manufacturing and distribution facilities.
ITEM 2. PROPERTIES Our corporate headquarters are located in Brea, California in a facility that we lease. As of December 31, 2025, our facilities included approximately 32 significant office, research and development, manufacturing and distribution facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our financial position, results of operations or cash flows. For additional information, please see Note 15 to our Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 46 PART II
Biggest changeHowever, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our financial position, results of operations or cash flows. For additional information, please see Note 13 to our Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 45 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph Table December 31, 2019 2020 2021 2022 2023 2024 Envista Holdings Corporation $ 100 $ 114 $ 152 $ 114 $ 81 $ 65 S&P 500 Index $ 100 $ 118 $ 152 $ 125 $ 158 $ 197 S&P 500 Health Care Index $ 100 $ 111 $ 138 $ 133 $ 134 $ 135 47 Dividend Policy We have no present intention to pay cash dividends on our common stock.
Biggest changePerformance Graph Table December 31, 2020 2021 2022 2023 2024 2025 Envista Holdings Corporation $ 100 $ 134 $ 100 $ 71 $ 57 $ 64 S&P 500 Index $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 S&P 500 Health Care Index $ 100 $ 124 $ 120 $ 120 $ 121 $ 136 46 Dividend Policy We have no present intention to pay cash dividends on our common stock.
The graph assumes $100 was invested in each of our common stock, the S&P 500 Index, and the S&P Health Care Index as of the market close on December 31, 2019. The S&P 500 Stock Index and the S&P Health Care Index are included for comparative purposes only.
The graph assumes $100 was invested in each of our common stock, the S&P 500 Index, and the S&P Health Care Index as of the market close on December 31, 2020. The S&P 500 Stock Index and the S&P Health Care Index are included for comparative purposes only.
The following graph shows a comparison of cumulative total stockholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index and the S&P Health Care Index from December 31, 2019 through December 31, 2024.
The following graph shows a comparison of cumulative total stockholder return, calculated on a dividend-reinvested basis, for the Company, the S&P 500 Index and the S&P Health Care Index from December 31, 2020 through December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Information with Respect to our Common Stock Our common stock is listed on the New York Stock Exchange, or NYSE, and trades under the symbol “NVST.” The number of holders of record of our common stock as of February 7, 2025 was 18.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Information with Respect to our Common Stock Our common stock is listed on the NYSE and trades under the symbol “NVST.” The number of holders of record of our common stock as of February 6, 2026 was 16.
Added
Repurchases of Equity Securities On February 5, 2025, our Board of Directors authorized a stock repurchase program, that allows us to purchase up to $250 million of our outstanding common stock through December 31, 2026 (the “Repurchase Program”).
Added
Under the Repurchase Program, we may repurchase our common stock from time to time, in amounts, at prices, and at such times as we deem appropriate, subject to market conditions and other considerations and in accordance with applicable federal securities laws and other legal requirements.
Added
We may execute these repurchases through open market purchases, unsolicited or solicited privately negotiated transactions, an accelerated stock repurchase program, and/or a trading plan in compliance with Rule 10b5-1 promulgated under the Exchange Act.
Added
The following table presents a summary of share repurchases made during the quarter ended December 31, 2025 (all such share repurchases were made under the Repurchase Program): Period Total Number of Shares Purchased Average Price Paid per Share Total number of shares purchased as part of publicly announced program Amount Approximate dollar value that may yet be purchased under the program Beginning Balance at September 26, 2025 — $ — — $ — $ 108,079,337 September 27, 2025 - October 26, 2025 565,280 $ 19.71 565,280 $ 11,142,316 $ 96,937,021 October 27, 2025 - November 21, 2025 529,959 $ 19.53 529,959 $ 10,347,819 $ 86,589,202 November 22, 2025 - December 31, 2025 121,955 $ 20.22 121,955 $ 2,465,946 $ 84,123,256 Total 1,217,194 1,217,194 $ 23,956,081 $ 84,123,256 ITEM 6. [Reserved] 47

Item 7. Management's Discussion & Analysis

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

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Biggest changeWe continue to generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity are sufficient to allow us to manage our capital structure on a short-term and long-term basis and continue investing in existing businesses and consummating strategic acquisitions. 57 Following is an overview of our cash flows and liquidity, which includes the cash flows of the KaVo Treatment Unit and Instrument Business for the year ended December 31, 2022 as discussed in Note 3 to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K: Overview of Cash Flows and Liquidity Year Ended December 31, ($ in millions) 2024 2023 2022 Net cash provided by operating activities $ 336.5 $ 275.7 $ 182.7 Payments for additions to property, plant and equipment $ (33.8) $ (58.2) $ (75.7) Purchases of investments held in rabbi trust (32.8) — — Proceeds from sale of investments held in rabbi trust 9.3 — — Proceeds from sales of property, plant and equipment 0.1 6.1 3.3 Proceeds from sale of equity investment 0.4 10.7 — Acquisitions, net of cash acquired — — (696.2) Proceeds from sale of KaVo Treatment Unit and Instrument Business — — 73.9 Proceeds from the settlement of derivative financial instruments 2.5 1.6 56.0 All other investing activities (0.3) (22.6) (18.6) Net cash used in investing activities $ (54.6) $ (62.4) $ (657.3) Proceeds from stock option exercises $ 2.4 $ 11.3 $ 21.8 Tax withholding payment related to net settlement of equity awards (5.3) (7.9) (9.1) Proceeds from issuance of convertible notes due 2028 — 500.2 — Debt issuance costs related to issuance of convertible notes due 2028 — (13.8) — Principal paid related to exchange of convertible notes due 2025 — (401.2) — Proceeds from borrowing — 323.5 0.3 Repayments of borrowing (100.0) (288.8) (0.5) Debt issuance costs related to other borrowings — (4.5) — Proceeds from revolving line of credit — — 124.0 Repayment of revolving line of credit — — (124.0) All other financing activities (0.8) 0.1 — Net cash (used in) provided by financing activities $ (103.7) $ 118.9 $ 12.5 Operating Activities Cash flows from operating activities can fluctuate significantly from period-to-period due to working capital needs and the timing of payments for income taxes, restructuring activities, pension funding and other items impacting cash flows.
Biggest changeWe continue to generate substantial cash from operating activities and believe that our operating cash flow and other sources of liquidity are sufficient to allow us to manage our capital structure on a short-term and long-term basis and continue investing in existing businesses and consummating strategic acquisitions. 56 Following is an overview of our cash flows and liquidity: Overview of Cash Flows and Liquidity Year Ended December 31, ($ in millions) 2025 2024 2023 Net cash provided by operating activities $ 275.7 $ 336.5 $ 275.7 Payments for additions to property, plant and equipment $ (45.3) $ (33.8) $ (58.2) Purchases of investments held in rabbi trust (9.9) (32.8) — Proceeds from sale of investments held in rabbi trust 10.4 9.3 — Proceeds from sales of property, plant and equipment 0.5 0.1 6.1 Proceeds from sale of equity investment — 0.4 10.7 All other investing activities (6.8) 2.2 (21.0) Net cash used in investing activities $ (51.1) $ (54.6) $ (62.4) Proceeds from stock option exercises $ 2.8 $ 2.4 $ 11.3 Cash paid for treasury stock (166.6) — — Tax withholding payment related to net settlement of equity awards (6.2) (5.3) (7.9) Proceeds from issuance of convertible notes due 2028 — — 500.2 Debt issuance costs related to issuance of convertible notes due 2028 — — (13.8) Principal paid related to exchange of convertible notes due 2025 (116.3) — (401.2) Proceeds from borrowing — — 323.5 Repayments of borrowing — (100.0) (288.8) Proceeds from revolving line of credit 115.4 — — Debt issuance costs related to other borrowings — — (4.5) All other financing activities — (0.8) 0.1 Net cash (used in) provided by financing activities $ (170.9) $ (103.7) $ 118.9 Operating Activities Cash flows from operating activities can fluctuate significantly from period-to-period due to working capital needs and the timing of payments for income taxes, restructuring activities, pension funding and other items impacting cash flows.
Our operations and results can be affected by the rate and extent to which appropriate acquisition opportunities are available, acquired businesses are effectively integrated and anticipated synergies or cost savings are achieved. Non-GAAP Measures In order to establish period-to-period comparability, we include the non-GAAP measure of core sales in this report.
Our operations and results can be affected by the rate and extent to which appropriate acquisition opportunities are available, acquired businesses are effectively integrated and anticipated synergies or cost savings are achieved. 51 Non-GAAP Measures In order to establish period-to-period comparability, we include the non-GAAP measure of core sales in this report.
Please refer to Note 2 to our Consolidated Financial Statements included in this Annual Report for information regarding derivative financial instruments and discussion of exposures to foreign currency and foreign currency-denominated debt. 61 Interest Rate Risk Certain of our borrowings are at variable rates of interest, which may expose us to interest rate risk.
Please refer to Note 2 to our Consolidated Financial Statements included in this Annual Report for information regarding derivative financial instruments and discussion of exposures to foreign currency and foreign currency-denominated debt. Interest Rate Risk Certain of our borrowings are at variable rates of interest, which may expose us to interest rate risk.
Nonoperating income (expense) consists of the non-service cost components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses), net gains or losses on equity investments, inducement charges related to convertible debt exchanges, and interest expense, net.
Nonoperating income (expense) consists of the non-service cost components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses), net gains or losses on equity and other investments, inducement charges related to convertible debt exchanges, and interest expense, net.
As a global provider of dental consumable products, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broad range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook.
As a global provider of dental consumable products, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the wide range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook.
Risk Factors—General Risks.” QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in foreign currency exchange rates and commodity prices as well as credit risk, each of which could impact our consolidated financial statements. We generally address our exposure to these risks through our normal operating activities.
Risk Factors—General Risks.” 59 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk from changes in interest rates, foreign currency exchange rates and commodity prices as well as credit risk, each of which could impact our consolidated financial statements. We generally address our exposure to these risks through our normal operating activities.
Refer to Notes 2 and 9 to our Consolidated Financial Statements for a description of our policies relating to acquisitions, goodwill and acquired intangibles. We review goodwill and identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
Refer to Notes 2 and 8 to our Consolidated Financial Statements for a description of our policies relating to acquisitions, goodwill and acquired intangibles. We review goodwill and identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.
Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussion of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
You should read the following discussion in conjunction with the sections entitled “Envista Holdings Corporation Audited Consolidated Financial Statements” included in this Annual Report on Form 10-K. This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
You should read the following discussion in conjunction with the sections entitled “Envista Holdings Corporation Audited Annual Consolidated Financial Statements” included in this Annual Report on Form 10-K. This section of the Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the years ended December 31, 2024 and 2023.
While we are experiencing volatility in sales from this region, Russia’s invasion of Ukraine did not have a material impact on our overall financial position or results of operations as of and for the years ended December 31, 2025 and 2024.
Trade Policies and Regulations Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets.
Trade Policies and Regulations Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to certain markets.
Unless otherwise indicated, all financial data in this Annual Report on Form 10-K refer to continuing operations only. For more information on the consolidated basis of preparation, see Note 1 to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K.
Unless otherwise indicated, all financial data in this Annual Report on Form 10-K refer to continuing operations only. For more information on the consolidated basis of presentation, see Note 1 to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K.
This cross-currency contract effectively converts a portion of our U.S. dollar senior term loan facilities to obligations denominated in euros and will partially offset the impact of changes in currency rates on foreign currency denominated net investments. On December 23, 2024, this cross-currency swap derivative contract was extended for an additional three years and will mature in January 2028.
This cross-currency contract effectively converts a portion of our U.S. dollar senior term loan facilities to obligations denominated in Euros and will partially offset the impact of changes in currency rates on foreign currency denominated net investments. On December 23, 2024, we extended the cross-currency swap derivative contract for an additional three years and it will mature in January 2028.
At December 31, 2024, there were no open derivative or hedging instruments for future purchases of raw materials or commodities. CRITICAL ACCOUNTING ESTIMATES Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP.
At December 31, 2025, there were no open derivative or hedging instruments for future purchases of raw materials or commodities. CRITICAL ACCOUNTING ESTIMATES Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with US GAAP.
Legal Proceedings Please refer to Note 15 to our Consolidated Financial Statements included in this Annual Report for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, please refer to “Item 1A.
Legal Proceedings Please refer to Note 13 to our Consolidated Financial Statements included in this Annual Report for information regarding legal proceedings and contingencies, and for a discussion of risks related to legal proceedings and contingencies, please refer to “Item 1A.
We also test goodwill and intangible assets with indefinite lives at least annually for impairment. Determining whether an impairment loss occurred requires valuation analyses, including making a comparison of the carrying amount to the sum of discounted cash flows expected to be generated by the asset.
We also test goodwill and intangible assets with indefinite lives at least annually for impairment. Determining whether an impairment loss occurred requires various valuation approaches, including making a comparison of the carrying amount to the sum of discounted cash flows expected to be generated by the asset.
As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitors and increasing regulation.
As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitors, trade restrictions and tariffs, and increasing regulation.
We generally intend to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets.
We generally intend to use available cash, internally generated funds, and our Revolving Credit Facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets.
We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We also use core sales growth to measure our operating and financial performance.
We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers.
Nonetheless, deposits with these financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions.
Nonetheless, deposits with these financial institutions exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions.
For a description of our outstanding debt as of December 31, 2024, refer to Note 16 to our Consolidated Financial Statements in this Annual Report on Form 10-K. We intend to satisfy any short-term liquidity needs that are not met through operating cash flow and available cash primarily through our revolving credit facility.
For a description of our outstanding debt as of December 31, 2025, refer to Note 14 to our Consolidated Financial Statements in this Annual Report on Form 10-K. We intend to satisfy any short-term liquidity needs that are not met through operating cash flow and available cash primarily through our Revolving Credit Facility.
Amount of Commitment Expiration per Period ($ in millions) Total Less Than One Year 1-3 Years 4-5 Years More Than 5 Years Guarantees and related instruments $ 12.6 $ 6.6 $ 5.4 $ 0.2 $ 0.4 Guarantees consist primarily of outstanding standby letters of credit and bank guarantees.
Amount of Commitment Expiration per Period ($ in millions) Total Less Than One Year 1-3 Years 4-5 Years More Than 5 Years Guarantees and related instruments $ 15.5 $ 7.6 $ 7.2 $ 0.3 $ 0.4 Guarantees consist primarily of outstanding standby letters of credit and bank guarantees.
We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations. 49 Key Trends and Conditions Affecting Our Results of Operations General Economic Conditions In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including sustained inflation, increases in interest rates, fluctuating foreign currency exchange rates, slower economic growth, customer channel inventory realignment and continuing supply chain disruptions.
We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations. 48 Key Trends and Conditions Affecting Our Results of Operations General Economic Conditions In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including sustained inflation, increases in interest rates, fluctuating foreign currency exchange rates, slower economic growth or recession, trade policies and regulations, customer channel inventory realignment and continuing supply chain disruptions.
The following table sets forth, by period due or year of expected expiration, as applicable, a summary of purchase obligations as of December 31, 2024.
The following table sets forth, by period due or year of expected expiration, as applicable, a summary of purchase obligations as of December 31, 2025.
We also recorded impairment charges as a result of our annual impairment test during the year ended 2023, whereby we recorded a pre-tax goodwill impairment charge of $212.3 million, with $134.5 million related to our Specialty Products & Technologies segment and $77.8 million related to our Equipment & Consumables segment, and a $46.0 million indefinite-lived intangible asset impairment related to certain indefinite-lived trade names within our Specialty Products & Technologies segment.
For the year ended December 31, 2023, we recorded impairment charges as a result of our annual impairment test, whereby we recorded a pre-tax goodwill impairment charge of $212.3 million, with $134.5 million related to our Specialty Products & Technologies segment and $77.8 million related to our Equipment & Consumables segment, and a $46.0 million indefinite-lived intangible asset impairment related to certain indefinite-lived trade names within the Specialty Products & Technologies segment.
Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 16 - Debt and Credit Facilities” and “-Note 8 - Leases.” Off-Balance Sheet Arrangements Guarantees and Related Instruments The following table sets forth, by period due or year of expected expiration, as applicable, a summary of our off-balance sheet commitments as of December 31, 2024.
Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 14 - Debt and Credit Facilities” and “-Note 7 - Leases.” Off-Balance Sheet Arrangements Guarantees and Related Instruments The following table sets forth, by period due or year of expected expiration, as applicable, a summary of our off-balance sheet commitments as of December 31, 2025.
Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems. 58 Net cash used in investing activities wa s $54.6 million during the year ended December 31, 2024, as compared to net cash used in investing activities of $62.4 millio n for the comparable period in 2023.
Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems. Net cash used in investing activities wa s $51.1 million during the year ended December 31, 2025, as compared to net cash used in investing activities of $54.6 millio n for the comparable period in 2024.
With leading brand names, innovative technology and strong market positions, we are a leading worldwide provider of a broad range of solutions to support implant-based tooth replacements, orthodontic treatments, and diagnostic solutions, as well as general dental consumable products, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity.
With leading brand names, innovative technology and strong market positions, we are a leading worldwide provider of a wide range of solutions to support dental implants, orthodontic treatments, and diagnostic solutions, as well as general dental consumable products, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity.
Actual results may differ materially from these estimates and judgments. 62 We believe the following accounting estimates are most critical to an understanding of our financial statements.
Actual results may differ materially from these estimates and judgments. We believe the following accounting estimate is the most critical to an understanding of our financial statements.
Specialty Products & Technologies Selected Financial Data For the Years Ended December 31, ($ in millions) 2024 2023 2022 Sales $ 1,616.4 $ 1,642.4 $ 1,598.6 Operating profit 89.9 232.1 268.6 Operating profit as a % of sales 5.6 % 14.1 % 16.8 % GAAP Reconciliation Sales and Core Sales Growth 2024 vs. 2023 2023 vs. 2022 Total sales growth (GAAP) (1.6) % 2.7 % Less the impact of: Acquisitions — % (1.1) % Currency exchange rates 0.7 % 1.3 % Core sales growth (non-GAAP) (0.9) % 2.9 % Sales Sales and core sales growth for the year ended December 31, 2024 decreased 1.6% and 0.9%, respectively, compared to the comparable period in 2023.
Specialty Products & Technologies Selected Financial Data For the Years Ended December 31, ($ in millions) 2025 2024 2023 Sales $ 1,752.8 $ 1,616.4 $ 1,642.4 Operating profit 191.2 89.9 232.1 Operating profit as a % of sales 10.9 % 5.6 % 14.1 % GAAP Reconciliation Sales and Core Sales Growth 2025 vs. 2024 2024 vs. 2023 Total sales growth (GAAP) 8.4 % (1.6) % Less the impact of: Acquisitions (0.3) % — % Currency exchange rates (1.8) % 0.7 % Core sales growth (non-GAAP) 6.3 % (0.9) % Sales Sales and core sales growth for the year ended December 31, 2025 increased 8.4% and 6.3%, respectively, compared to the comparable period in 2024.
Components of Sales and Costs and Expenses Sales Our sales are primarily derived from the sale of dental consumable products, equipment and services to third-party distributors and end-users. For additional information regarding our products, including descriptions of our products, refer to “Item 1.
Risk Factors—Risks Related to Our Business.” Components of Sales and Costs and Expenses Sales Our sales are primarily derived from the sale of dental consumable products, equipment and services to third-party distributors and end-users. For additional information regarding our products, including descriptions of our products, refer to “Item 1.
Amount of Commitment Expiration per Period ($ in millions) Total Less Than One Year 1-3 Years 4-5 Years More Than 5 Years Purchase Obligations $ 96.6 $ 87.7 $ 8.9 $ — $ — For a description of our remaining contractual obligations, such as debt and leases see “Item 8.
Amount of Commitment Expiration per Period ($ in millions) Total Less Than One Year 1-3 Years 4-5 Years More Than 5 Years Purchase Obligations $ 179.9 $ 94.1 $ 70.1 $ 15.6 $ 0.1 For a description of our remaining contractual obligations, such as debt and leases see “Item 8.
INCOME TAXES For the Years Ended December 31, 2024 2023 2022 Effective tax rate (3.1) % (82.5) % 16.2 % Our effective tax rate for the year ended December 31, 2024 was (3.1)% compared to (82.5)% in 2023.
INCOME TAXES For the Years Ended December 31, 2025 2024 2023 Effective tax rate 73.5 % (3.1) % (82.5) % Our effective tax rate for the year ended December 31, 2025 was 73.5% compared to (3.1)% in 2024.
Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America. During 2024, 52% of our sales were derived from customers outside the United States.
Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America. During 2025, 53% of our sales were derived from customers outside the U.S.
Exchange rate fluctuations in emerging markets may also directly affect our customers’ ability to buy our products in these geographic markets. On a year-over-year basis, currency exchange rates negatively impacted reported sales by 0.7% for the year ended December 31, 2024 compared to 2023, primarily due to the strengthening of the U.S. dollar against most major currencies.
Exchange rate fluctuations in emerging markets may also directly affect our customers’ ability to buy our products in these geographic markets. On a year-over-year basis, currency exchange rates positively impacted reported sales by 1.6% for the year ended December 31, 2025 compared to 2024, primarily due to the weakening U.S. dollar against most major currencies.
References to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to GAAP, but excluding: • sales from acquired businesses for one year from the acquisition date; • sales from discontinued products; and • the impact of currency translation. 52 We exclude sales from acquired businesses in order to provide accurate year over year comparisons.
References to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to GAAP, but excluding: • sales from acquired businesses for one year from the acquisition date; • sales from discontinued products; and • the impact of currency translation.
Foreign Exchange Rates Significant portions of our sales and costs are exposed to changes in foreign exchange rates. During the year ended December 31, 2024, our products were sold in more than 130 countries and 52% of our sales were to customers outside of the United States.
Foreign Exchange Rates Significant portions of our sales and costs are exposed to changes in foreign exchange rates. During the year ended December 31, 2025, our products were sold in more than 130 countries and 53% of our sales were to customers outside of the U.S.
Selling, general and administrative (“SG&A”) expenses consist of, among other things, the costs of selling, marketing, promotion, advertising and administration (including business technology, facilities, legal, finance, human resources, business development and procurement) and amortization expense for intangible assets that have been acquired through business combinations. Also included are productivity improvement and restructuring expenses related to our SG&A.
Selling, general and administrative (“SG&A”) expenses consist of, among other things, the costs of selling, marketing, advertising and administration (including business technology, facilities, legal, finance, human resources, business development and procurement), restructuring costs, and amortization expense for intangible assets that have been acquired through business combinations.
As of December 31, 2024, we had no borrowings outstanding under the revolving credit facility and we had the ability to incur an additional $750.0 million of indebtedness in direct borrowings under the revolving credit facility. As of December 31, 2024, we were in compliance with all of our debt covenants.
As of December 31, 2025, we had $117.5 million in outstanding borrowings under our Revolving Credit Facility and we have the ability to incur an additional $632.5 million of indebtedness in direct borrowings under this facility. As of December 31, 2025, we were in compliance with all of our debt covenants.
Manufacturing and Supply In order to sell our products, we must be able to reliably produce and ship our products in sufficient quantities. Many of our products involve complex manufacturing processes and are produced at one or a limited number of manufacturing sites.
We believe that Spark will provide growth opportunities for our Orthodontic Solutions business. Manufacturing and Supply In order to sell our products, we must be able to reliably produce and ship our products in sufficient quantities. Many of our products involve complex manufacturing processes and are produced at one or a limited number of manufacturing sites.
For additional information on our credit risk from customers, please refer to “Item 1. Business.” Our businesses perform credit evaluations of our customers’ financial conditions as appropriate and also obtain collateral or other security when appropriate. Commodity Price Risk For a discussion of risks relating to commodity prices, refer to “Item 1A. Risk Factors—Risks Related to Our Business.”.
Financial instruments that potentially subject us to credit risk primarily consist of receivables from customers. Our businesses perform credit evaluations of our customers’ financial conditions as appropriate and also obtain collateral or other security when appropriate. 60 Commodity Price Risk For a discussion of risks relating to commodity prices, refer to “Item 1A. Risk Factors—Risks Related to Our Business.”.
Business—Business Segments.” Costs and Expenses and Other Cost of sales consists primarily of cost of materials, facilities and other infrastructure used to manufacture our products and shipping and handling costs attributable to delivering our products to our customers. Also included in cost of sales are productivity improvement and restructuring expenses related to our manufacturing operations.
Business—Our Business Segments.” Costs and Expenses and Other Cost of sales consists primarily of cost of materials, labor, facilities, restructuring costs, and other infrastructure used to manufacture our products, and shipping and handling costs attributable to delivering our products to our customers.
Years Ended December 31, % Change % Change ($ in millions) 2024 2023 2022 2024/2023 2023/2022 Sales $ 2,510.6 100.0% $ 2,566.5 100.0% $ 2,569.1 100.0% (2.2) % (0.1) % Cost of sales 1,137.9 45.3% 1,126.0 43.9% 1,094.3 42.6% 1.1 % 2.9 % Gross profit 1,372.7 54.7% 1,440.5 56.1% 1,474.8 57.4% (4.7) % (2.3) % Operating costs: SG&A expenses 1,158.0 46.1% 1,056.9 41.2% 1,055.5 41.1% 9.6 % 0.1 % R&D expenses 99.1 3.9% 93.8 3.7% 100.1 3.9% 5.7 % (6.3) % Goodwill and intangible asset impairment 1,153.8 46.0% 258.3 10.1% — —% NM NM Operating (loss) profit (1,038.2) (41.4)% 31.5 1.2% 319.2 12.4% NM (90.1) % Nonoperating (expense) income: Other (expense) income, net (0.1) —% (23.0) (0.9)% 3.1 0.1% (99.6) % NM Interest expense, net (46.4) (1.8)% (63.4) (2.5)% (38.4) (1.5)% (26.8) % 65.1 % (Loss) income before income taxes (1,084.7) (43.2)% (54.9) (2.1)% 283.9 11.1% NM (119.3) % Income tax expense 33.9 1.4% 45.3 1.8% 45.9 1.8% (25.2) % (1.3) % (Loss) income from continuing operations (1,118.6) (44.6)% (100.2) (3.9)% 238.0 9.3% NM (142.1) % Income from discontinued operations, net of tax — —% — —% 5.1 0.2% — % (100.0) % Net (loss) income $ (1,118.6) (44.6)% $ (100.2) (3.9)% $ 243.1 9.5% NM (141.2) % Effective tax rate (3.1) % (82.5) % 16.2 % NM - Non-meaningful percentage change related to year-to-year comparisons 53 Business Segments Sales by business segment were as follows ($ in millions): For the Years Ended December 31, 2024 2023 2022 Specialty Products & Technologies $ 1,616.4 $ 1,642.4 $ 1,598.6 Equipment & Consumables 894.2 924.1 970.5 Total $ 2,510.6 $ 2,566.5 $ 2,569.1 GAAP Reconciliation Sales and Core Sales Growth 2023 vs. 2024 2023 vs. 2022 Total sales growth (GAAP) (2.2) % (0.1) % Less the impact of: Acquisitions — % (1.2) % Currency exchange rates 0.7 % 0.9 % Core sales growth (non-GAAP) (1.5) % (0.4) % Sales and core sales growth for the year ended December 31, 2024 decreased 2.2% and 1.5%, respectively, compared to the comparable period in 2023.
Years Ended December 31, % Change % Change ($ in millions) 2025 2024 2023 2025/2024 2024/2023 Sales $ 2,719.5 100.0% $ 2,510.6 100.0% $ 2,566.5 100.0% 8.3 % (2.2) % Cost of sales 1,232.8 45.3% 1,137.9 45.3% 1,126.0 43.9% 8.3 % 1.1 % Gross profit 1,486.7 54.7% 1,372.7 54.7% 1,440.5 56.1% 8.3 % (4.7) % Operating costs: SG&A expenses 1,156.6 42.5% 1,158.0 46.1% 1,056.9 41.2% (0.1) % 9.6 % R&D expenses 114.0 4.2% 99.1 3.9% 93.8 3.7% 15.0 % 5.7 % Goodwill and intangible asset impairment — —% 1,153.8 46.0% 258.3 10.1% (100.0) % NM Operating profit (loss) 216.1 7.9% (1,038.2) (41.4)% 31.5 1.2% (120.8) % NM Nonoperating (expense) income: Other expense, net (2.3) (0.1)% (0.1) —% (23.0) (0.9)% NM (99.6) % Interest expense, net (36.6) (1.3)% (46.4) (1.8)% (63.4) (2.5)% (21.1) % (26.8) % Income (loss) before income taxes 177.2 6.5% (1,084.7) (43.2)% (54.9) (2.1)% (116.3) % NM Income tax expense 130.2 4.8% 33.9 1.4% 45.3 1.8% 284.1 % (25.2) % Net income (loss) $ 47.0 1.7% $ (1,118.6) (44.6)% $ (100.2) (3.9)% (104.2) % NM Effective tax rate 73.5 % (3.1) % (82.5) % NM - Non-meaningful percentage change related to year-to-year comparisons Business Segments Sales by business segment were as follows ($ in millions): For the Years Ended December 31, 2025 2024 2023 Specialty Products & Technologies $ 1,752.8 $ 1,616.4 $ 1,642.4 Equipment & Consumables 966.7 894.2 924.1 Total $ 2,719.5 $ 2,510.6 $ 2,566.5 GAAP Reconciliation Sales and Core Sales Growth 2025 vs. 2024 2024 vs. 2023 Total sales growth (GAAP) 8.3 % (2.2) % Less the impact of: Acquisitions (0.2) % — % Currency exchange rates (1.6) % 0.7 % Core sales growth (non-GAAP) 6.5 % (1.5) % 53 Sales and core sales growth for the year ended December 31, 2025 increased 8.3% and 6.5%, respectively, compared to the comparable period in 2024.
Business Performance During the year ended December 31, 2024, our sales decreased 2.2%, while core sales decreased 1.5% as compared to the comparable period of 2023. The impact of foreign currency exchange rates reduced sales in the year ended December 31, 2024, by 0.7% compared to the comparable period of 2023.
Business Performance During the year ended December 31, 2025, our sales increased 8.3%, while core sales increased 6.5% as compared to the comparable period of 2024. The impact of foreign currency exchange rates increased sales in the year ended December 31, 2025, by 1.6% compared to the comparable period of 2024.
Determining the fair value of assets acquired requires judgement and assumptions regarding future projection of sales and operating margin, including discount rates. Acquired Intangibles Our business acquisitions typically result in the recognition of goodwill, patents, technology, customer relationships and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that we may incur.
Acquired Intangibles Our business acquisitions typically result in the recognition of goodwill, patents, technology, customer relationships and other intangible assets, which affect the amount of future period amortization expense and possible impairment charges that we may incur.
OPERATING EXPENSES For the Years Ended December 31, ($ in millions) 2024 2023 2022 Selling, general and administrative expenses $ 1,158.0 $ 1,056.9 $ 1,055.5 Research and development expenses $ 99.1 $ 93.8 $ 100.1 Goodwill and intangible asset impairment $ 1,153.8 $ 258.3 $ — SG&A as a % of sales 46.1 % 41.2 % 41.1 % R&D as a % of sales 3.9 % 3.7 % 3.9 % 54 The increase in SG&A expenses as a percentage of sales for the year ended December 31, 2024, as compared to the comparable period of 2023, was primarily due to higher sales and marketing investments, increased compensation, increased bad debt, higher restructuring costs, and higher legal settlement costs, partially offset by a decrease in amortization of intangible assets.
OPERATING EXPENSES For the Years Ended December 31, ($ in millions) 2025 2024 2023 Selling, general and administrative expenses $ 1,156.6 $ 1,158.0 $ 1,056.9 Research and development expenses $ 114.0 $ 99.1 $ 93.8 Goodwill and intangible asset impairment $ — $ 1,153.8 $ 258.3 SG&A as a % of sales 42.5 % 46.1 % 41.2 % R&D as a % of sales 4.2 % 3.9 % 3.7 % The decrease in SG&A expenses as a percentage of sales for the year ended December 31, 2025, as compared to the comparable period of 2024, was driven primarily by higher sales, along with lower bad debt, amortization of intangible assets, legal settlement costs, and general and administrative costs, partially offset by our continuing investment in our long-term growth initiatives.
In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. In addition, the U.S. has recently implemented new tariffs on China and proposed to significantly increase tariffs on foreign imports into the U.S. from other countries, particularly from Canada and Mexico.
For example, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. The U.S. has significantly increased tariffs on products imported from China into the U.S. and implemented new tariffs on imports into the U.S. from other countries, particularly from Canada, Mexico, and the EU.
Sales from discontinued products includes major brands or major products that we have made the decision to discontinue as part of a portfolio restructuring.
We exclude sales from acquired businesses in order to provide accurate year over year comparisons. Sales from discontinued products includes major brands or major products that we have made the decision to discontinue as part of a portfolio restructuring.
Goodwill and intangible asset impairment for the year ended December 31, 2023 consisted of a $212.3 million goodwill charge and a $46.0 million intangible asset charge. Approximately $134.5 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $77.8 million related to our Equipment & Consumables segment.
Goodwill and intangible asset impairment for the year ended December 31, 2024 of $1,153.8 million consisted of a $960.5 million goodwill charge and a $193.3 million intangible asset charge. Approximately $707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $252.7 million related to our Equipment & Consumables segment.
Risk Factors—Risks Related to Our Business.” Russia-Ukraine Conflict Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise.
For example, China has implemented VBP policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumables. 49 Russia-Ukraine Conflict Russia’s invasion of Ukraine and the global response to this invasion, including sanctions imposed by the U.S. and other countries, could have an adverse impact on our business, including our ability to market and sell products in the affected regions, potentially heightening our risk of cyber security attacks, impacting our ability to enforce our intellectual property rights in Russia, creating disruptions in the global supply chain, and potentially having an adverse impact on the global economy, financial markets, energy markets, currency rates and otherwise.
The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment and $92.2 million which consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables segment and was primarily due to a reduction in projected cash flows discussed above.
The intangible asset impairment charges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment, and $92.2 million consisted of certain finite-lived patents and technology and customer relationships within the Equipment & Consumables segment and were primarily due to a reduction in projected cash flows discussed above. 54 INTEREST COSTS AND FINANCING Interest costs were $36.6 mil lion and $46.4 million for the years ended December 31, 2025 and 2024, respectively.
A 10% depreciation in major currencies relative to the U.S. dollar as of December 31, 2024 would have reduced equity by approximately $214 million. Credit Risk We are exposed to potential credit losses in the event of nonperformance by counterparties to our financial instruments. Financial instruments that potentially subject us to credit risk primarily consist of receivables from customers.
In addition, we have assets and liabilities held in foreign currencies. A 10% depreciation in major currencies relative to the U.S. dollar as of December 31, 2025 would have reduced equity by approximately $247 million. Credit Risk We are exposed to potential credit losses in the event of nonperformance by counterparties to our financial instruments.
The effect of a change in currency exchange rates on our net investment in international subsidiaries is reflected in the accumulated other comprehensive loss component of equity.
As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. The effect of a change in currency exchange rates on our net investment in international subsidiaries is reflected in the accumulated other comprehensive loss component of equity.
Any future strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations and any weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations.
Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations. We also hold certain receivables and payables denominated in a currency other than the U.S. dollar.
Net cash provided by operating activities was $336.5 million during the year ended December 31, 2024, as compared to net cash provided by operating activities of $275.7 million in 2023. The increase is primarily due to better overall working capital management and tax payments.
Net cash provided by operating activities was $275.7 million during the year ended December 31, 2025, as compared to net cash provided by operating activities of $336.5 million in 2024.
We recorded an impairment of $92.2 million related to developed technology and customer relationships within our Equipment & Consumables segment as of June 28, 2024. We did not record any impairment loss for finite-lived intangible assets subsequent to June 28, 2024, nor for the years ended December 31, 2023 and 2022.
For the year ended December 31, 2024, we recorded an impairment charge of $92.2 million related to developed technology and customer relationships within our Equipment & Consumables segment. During the years ended December 31, 2025 and 2023, there were no impairment charges for finite-lived intangible assets.
Our significant assumptions vary amongst, and are specific to, each underlying indefinite-lived intangible asset which includes, but is not limited to, discount rates, revenue growth rates assumptions (including perpetual growth rates) and royalty rates.
Our significant assumptions vary amongst, and are specific to, each underlying indefinite-lived intangible asset which includes, but is not limited to, discount rates, revenue growth rates assumptions (including perpetual growth rates) and royalty rates. 61 For goodwill and indefinite-lived intangible assets we performed our 2025 annual test of impairment on the first day of the fourth quarter.
Our future growth and success depend on both our pipeline of new products and technologies, including new products and technologies that we may obtain through license or acquisition, and the expansion of the use of our existing products and technologies.
Our future growth and success depend on both our pipeline of new products and technologies, including new products and technologies that we may obtain through license or acquisition, and the expansion of the use of our existing products and technologies. We believe we are a leader in dental R&D, with a track record of product innovation, business development and commercialization.
Cash and Cash Requirements As of December 31, 2024, $1,069.1 million of cash and cash equivalents were held on deposit with financial institutions. Of this amount, $218.3 million was held within the United States and $850.8 million was held outside of the United States.
Cash and Cash Requirements As of December 31, 2025, $1,211.7 million of cash and cash equivalents were held on deposit with financial institutions. Of this amount, $374.4 million was held within the U.S. and $837.3 million was held outside of the U.S.
Both positive and negative movements in currency exchange rates against the U.S. dollar will therefore continue to affect the reported amount of sales and net earnings in our consolidated financial statements. In addition, we have assets and liabilities held in foreign currencies.
Other than the above cross-currency swap derivative contract and the foreign currency forward and call option contracts, we are exposed to exchange rate movements. Both positive and negative movements in currency exchange rates against the U.S. dollar will therefore continue to affect the reported amount of sales and net earnings in our consolidated financial statements.
Future changes to usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans. The process of estimating the number of times a clear aligner customer is expected to order additional aligners after the initial aligner shipment requires judgment and evaluation of inputs, including historical usage data in order to predict future usage patterns.
The process of estimating the number of times a clear aligner customer is expected to order additional aligners after the initial aligner shipment requires judgment and evaluation of inputs, including historical usage data in order to predict future usage patterns. Industry Trends We operate in the large and growing global dental products industry.
The reduction in value was primarily due to adverse macroeconomic factors such as, higher cost of borrowing and inflationary pressures, geopolitical factors and weakened global demand which contributed to reduced expectations of future cash flows and a sustained suppressed stock price.
The reduction in value was due to adverse macroeconomic factors as a result of weakened global demand, a sustained suppressed stock price, higher cost of capital, and increased raw material, supply chain and service costs, which contributed to reduced revenue forecasts, lower operating margins, and reduced expectations of future cash flows.
Net cash used in financing activities was $103.7 million during the year ended December 31, 2024, compared to net cash provided by financing activities of $118.9 million for the comparable period of 2023 and was primarily due to a repayment of $100.0 million of the 2028 Term Loan during 2024 compared to net borrowings during 2023.
Net cash used in financing activities was $170.9 million during the year ended December 31, 2025, compared to net cash used in financing activities of $103.7 million for the comparable period of 2024 and was primarily driven by stock repurchases and the repayment of the 2025 Convertible Notes which matured on June 1, 2025, partially offset by the borrowings under the Revolving Credit Facility and the repayment of $100.0 million of the 2028 Term Loan during 2024.
As of February 7, 2025, we believe that we have sufficient sources of liquidity to satisfy our cash needs over the next 12 months and beyond, including our cash needs in the United States. 59 Purchase Obligations The Company’s purchase obligations primarily consist of agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction.
Purchase Obligations The Company’s purchase obligations primarily consist of agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction.
For a detailed discussion on the application of these and other accounting estimates, refer to Note 2 to our Consolidated Financial Statements in this Annual Report on Form 10-K. Business Combinations – Purchase-Price Allocation Our growth strategy contemplates future acquisitions that either strategically fit with our existing portfolio or expand our portfolio.
For a detailed discussion on the application of these and other accounting estimates, refer to Note 2 to our Consolidated Financial Statements in this Annual Report on Form 10-K.
Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than our functional currency or the functional currency of our applicable subsidiary. We also face translational exchange rate risk related to the translation of financial statements of our foreign operations into U.S. dollars, our functional currency.
Currency Exchange Rate Risk We face transactional exchange rate risk from transactions with customers in countries outside the U.S. and from intercompany transactions between affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than our functional currency or the functional currency of our applicable subsidiary.
As a result of our indefinite-lived intangible asset impairment test at June 28, 2024, we recorded an impairment charge of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment.
For the year ended December 31, 2024, we recorded goodwill impairment charges as a result of our goodwill impairment analysis at June 28, 2024, whereby we recorded a pre-tax goodwill impairment charge of $960.5 million, with $707.8 million related to our Specialty Products & Technologies segment and $252.7 million related to our Equipment & Consumables segment, and a $101.1 million indefinite-lived intangible asset impairment related to certain indefinite-lived trade names within the Specialty Products & Technologies segment.
We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends. RESULTS OF OPERATIONS The following discussion and analysis of our consolidated statements of earnings should be read along with our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
We also use core sales growth to measure our operating and financial performance. 52 RESULTS OF OPERATIONS The following discussion and analysis of our consolidated statements of earnings should be read along with our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
The change in the effective rate was primarily due to larger nondeductible impairment charges for goodwill in the current year compared to the prior year. 55 SPECIALTY PRODUCTS & TECHNOLOGIES Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative products, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
SPECIALTY PRODUCTS & TECHNOLOGIES Our Specialty Products & Technologies segment primarily develops, manufactures and markets dental implant systems, including regenerative products, dental prosthetics and associated treatment software and technologies, as well as orthodontic bracket systems, aligners and lab products.
Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies.
We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends. Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies.
The decrease in operating profit margin was primarily due to lower sales, including the impact from changes to the revenue deferral related to our clear aligner treatment plans, the impairment of certain long-lived assets, unfavorable product mix, lower period-over-period savings associated with productivity improvements, higher bad debt costs, and our investment in our long-term growth initiatives.
The increase in operating profit margin was primarily due to higher sales volume, including the timing of deferred revenue recognition related to our clear aligner treatment plans, higher sales price, lower bad debt expense, manufacturing productivity, and the absence of impairment of certain long-lived assets from the comparable prior period, partially offset by increased tariffs, higher costs due to the impact of unfavorable foreign exchange rates and our continuing investment in our long-term growth initiatives.
For such plans, we also consider usage rates, which is the number of times a customer is expected to order additional refinement aligners. This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations. 51 We continually review and update the usage rate and other related assumptions.
This usage rate is the basis for estimating the amount of transaction price to allocate to future performance obligations. We continually review and update the usage rate and other related assumptions. Future changes to usage rates and related assumptions may impact the pattern of revenue recognition for future treatment plans.
Geographically, sales for the year ended December 31, 2024 decreased primarily due to lower demand in North America and Europe, partially offset by Russia. Operating Profit Operating profit margin was 5.6% for the year ended December 31, 2024, as compared to an operating profit margin of 14.1% for the comparable period of 2023.
Geographically, sales for the year ended December 31, 2025 were positively impacted by higher sales from North America and Europe. 55 Operating Profit Operating profit margin was 10.9% for the year ended December 31, 2025, as compared to an operating profit margin of 5.6% for the comparable period of 2024.
COST OF SALES AND GROSS PROFIT MARGIN For the Years Ended December 31, ($ in millions) 2024 2023 2022 Cost of sales $ 1,137.9 $ 1,126.0 $ 1,094.3 Gross profit margin 54.7 % 56.1 % 57.4 % The increase in cost of sales and decrease in gross profit margin during the year ended December 31, 2024, as compared to the comparable period in 2023, was primarily driven by unfavorable product mix, the impairment of certain long-lived assets and lower period-over-period savings associated with productivity improvements.
COST OF SALES AND GROSS PROFIT MARGIN For the Years Ended December 31, ($ in millions) 2025 2024 2023 Cost of sales $ 1,232.8 $ 1,137.9 $ 1,126.0 Gross profit margin 54.7 % 54.7 % 56.1 % The increase in cost of sales during the year ended December 31, 2025, as compared to the comparable period in 2024, was driven primarily by higher sales volume, higher costs due to the unfavorable impact of foreign currency exchange rates, and increased tariffs, partially offset by the absence of impairment related to certain long-lived assets from the comparable prior period.
We believe we are a leader in dental R&D, with a track record of product innovation, business development and commercialization. 50 We continue transforming our portfolio by investing in our Implant-Based Tooth Replacement and Orthodontic Solutions businesses and also making investments in emerging markets, critical to our growth strategy.
We continue transforming our portfolio by investing in our Dental Implant Solutions and Orthodontic Solutions businesses and also making investments in emerging markets, critical to our growth strategy.
As part of our second quarter evaluation, we used the income approach in performing our goodwill impairment test in order to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value amount.
During the fourth quarter of 2025, we performed our annual goodwill and indefinite-lived intangible asset impairment test. For our goodwill test, we used a combination of valuation techniques, including an income approach and a market-based approach to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value amount.
Assumptions Related To Aligner Treatment Plans Our aligner business, included in the Specialty Products & Technologies segment, enters into revenue contracts that involve multiple future performance obligations which include optional aligners at no additional charge. Our treatment plans are comprised of the following performance obligations: initial aligner shipment and the subsequent shipments of any optional refinement aligners.
While we have experienced some volatility in the region, the Israel-Hamas War and related hostilities have not had a material impact on our business. Assumptions Related to Aligner Treatment Plans Our aligner business, included in the Specialty Products & Technologies segment, enters into revenue contracts that involve multiple performance obligations which include optional aligners at no additional charge.
Israel-Hamas War and Related Conflict In response to the attacks in Israel and the related hostilities and despite the recent ceasefire agreement and hostage deal, we continue to monitor the social, political, and economic environment in Israel and in the region for any impact to our operations.
Israel-Hamas War and Related Conflict We continue to monitor the evolving social, political, and economic environment in Israel and in the region for any impact to our operations. We maintain a production facility in Israel related to our Alpha-Bio Tech Implant brand.
Our continued investment in Spark, our clear aligner system, has led to increased manufacturing capacity and continues to gain market adoption as orthodontists and their patients see the benefits of the clear, stain resistant and comfortable design. We believe that Spark will provide growth opportunities for our Orthodontic Solutions business over the next several years.
The cost reduction initiatives we have taken and will continue to undertake in the future allow us to further invest in this growth strategy, which in turn we believe should improve our margins. 50 Our continued investment in Spark, our clear aligner system, has led to increased manufacturing capacity and continues to gain market adoption as orthodontists and their patients see the benefits of the clear, stain resistant and comfortable design.
It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. Existing and future tariffs may have a material adverse effect on our business and results of operations.
In response to these tariffs, some foreign countries, including China, have instituted retaliatory tariffs, which impact our products, while other countries have threatened retaliatory tariffs on certain U.S. products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice.

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