DENTSPLY SIRONA Q3 loss narrows to $2M as sales fall
An approximately $30 million inventory-estimate revision increased reported net income for the three- and nine-month periods; equivalent impacts are not expected in future periods.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
DENTSPLY SIRONA Inc. (XRAY) reported third-quarter 2026 net sales of $836 million, compared with $904 million a year earlier. Net loss attributable to the company was $2 million, versus a $427 million loss; for the first nine months, sales were $2.614 billion versus $2.719 billion and attributable net income was $25 million versus a $452 million loss.
Nine-month operating cash flow was $171 million, versus $134 million. An intercompany inventory estimate revision increased net income approximately $30 million, or $0.15 per basic and diluted share, for the three- and nine-month periods ended September 30, 2026; equivalent impacts are not expected in future periods. The 2026 restructuring plan is expected to carry approximately $60 million to $65 million in total non-recurring charges, the majority expensed and paid in cash in 2026 and 2027.
DENTSPLY SIRONA entered debt amendments on October 8, 2026, increasing maximum permitted leverage ratios, allowing additional EBITDA adjustments for the September and December 2026 quarters, and temporarily restricting certain new liens, subsidiary debt and restricted payments subject to exceptions; fees were approximately $4 million. For a proposed settlement subject to court approval, it recorded a $75 million liability and offsetting insurance receivable; insurers are to fund it, with no income-statement impact.
2 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNine-month attributable net income was $25 million, versus a $452 million loss.
- Moderate pointNine-month operating cash flow was $171 million, versus $134 million.
Negative
- Moderate pointThird-quarter net sales were $836 million, versus $904 million a year earlier.
Filing Explained
$1.2 billion of remaining repurchase authorization is capacity, not a promise of future purchases.
This unaudited quarterly report records DENTSPLY SIRONA at
The company also reports that it repurchased
Key Figures
Third-quarter net sales: $836 million
Third-quarter net loss attributable to DENTSPLY SIRONA: $2 million loss
Nine-month net sales: $2.614 billion
+5 more
8 metrics
Third-quarter net sales
$836 million
Three months ended September 30, 2026; $904 million in the same 2025 period
Third-quarter net loss attributable to DENTSPLY SIRONA
$2 million loss
Three months ended September 30, 2026; $427 million loss in the same 2025 period
Nine-month net sales
$2.614 billion
Nine months ended September 30, 2026; $2.719 billion in 2025
Nine-month net income attributable to DENTSPLY SIRONA
$25 million income
Nine months ended September 30, 2026; $452 million loss in 2025
Operating cash flow
$171 million
Nine months ended September 30, 2026; $134 million in 2025
Intercompany inventory estimate impact on net income
Approximately $30 million; $0.15 per basic and diluted share
Three and nine months ended September 30, 2026
Expected 2026 Plan non-recurring charges
Approximately $60 million to $65 million
Total charges expected under the 2026 restructuring plan
Proposed settlement
$75 million
Proposed settlement subject to court approval; insurers are to fund it, with an offsetting insurance receivable recorded
Key Terms
intercompany inventory, contract liabilities, net investment hedges, relief-from-royalty method, +1 more
5 terms
intercompany inventory financial
"profit in intercompany inventory"
contract liabilities financial
"Contract liabilities, which represent billings in excess of revenue recognized"
Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.
net investment hedges financial
"designated as net investment hedges"
A net investment hedge is a financial step a company takes to protect the reported value of its ownership in foreign subsidiaries from swings in exchange rates. By using derivatives or foreign‑currency borrowings to offset translation gains or losses, the company reduces how much its balance sheet and reported equity jump around when currencies move — like locking a price tag on a foreign store so its value in the home currency stays steadier for investors.
relief-from-royalty method technical
"using the relief-from-royalty method"
Total Leverage Ratio financial
"maximum Total Leverage Ratio and maximum Senior Leverage Ratio requirements"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did XRAY report in the third quarter of 2026?
XRAY reported net sales of $836 million for the three months ended September 30, 2026, compared with $904 million in the same 2025 period. For the nine months ended September 30, 2026, net sales were $2.614 billion, versus $2.719 billion in 2025.
Why did XRAY's reported net income include an estimate revision?
The revised intercompany inventory estimate increased net income by approximately $30 million, equivalent to $0.15 per basic and diluted share, for both the three and nine months ended September 30, 2026. The company said it used information newly available through a system being implemented to consolidate its financial results, and equivalent impacts are not expected in future periods.
What did XRAY's October 2026 debt amendments change?
On October 8, 2026, DENTSPLY SIRONA obtained lender consents for amendments dated September 30, 2026. They increased maximum permitted leverage ratios, permitted additional EBITDA adjustments for the September 30 and December 31, 2026 quarters, temporarily restricted certain new liens, subsidiary debt and restricted payments subject to exceptions, modified revolving-facility pricing, and increased incremental interest at specified leverage levels. Fees were approximately $4 million.
How much does XRAY expect to incur under its 2026 restructuring plan?
DENTSPLY SIRONA expects approximately $60 million to $65 million in total non-recurring charges under its 2026 Plan, the majority expensed and paid in cash in 2026 and 2027. It had incurred $54 million in non-recurring restructuring charges under the plan as of September 30, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-16211
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer | |||||||
incorporation or organization) | Identification No.) | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(844 ) 848-0137
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |||||
Non-accelerated filer ☐ | Smaller reporting company | ||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: At October 23, 2026, DENTSPLY SIRONA Inc. had 198,153,678 shares of common stock outstanding.
DENTSPLY SIRONA Inc.
TABLE OF CONTENTS
PART I | FINANCIAL INFORMATION | Page | ||||||
Item 1 | Financial Statements (unaudited) | 4 | ||||||
Consolidated Statements of Operations | 4 | |||||||
Consolidated Statements of Comprehensive Income (Loss) | 5 | |||||||
Consolidated Balance Sheets | 6 | |||||||
Consolidated Statements of Changes in Equity | 7 | |||||||
Consolidated Statements of Cash Flows | 9 | |||||||
Notes to Unaudited Interim Consolidated Financial Statements | 10 | |||||||
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 | ||||||
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 48 | ||||||
Item 4 | Controls and Procedures | 48 | ||||||
PART II | OTHER INFORMATION | |||||||
Item 1 | Legal Proceedings | 50 | ||||||
Item 1A | Risk Factors | 50 | ||||||
Item 2 | Unregistered Sales of Securities and Use of Proceeds | 50 | ||||||
Item 5 | Other Information | 50 | ||||||
Item 6 | Exhibits | 51 | ||||||
Signatures | 52 | |||||||
2
General
Unless otherwise stated herein or the context otherwise indicates, references throughout this Form 10-Q to “Dentsply Sirona,” or the “Company,” “we,” “us” or “our” refer to DENTSPLY SIRONA Inc., together with its subsidiaries on a consolidated basis.
Forward-Looking Statements and Associated Risks
All statements included or incorporated by reference in this Form 10-Q that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs, and are subject to numerous assumptions, risks, uncertainties, and other factors that could cause actual results to differ materially from those described in such statements. Many of these factors are outside of our control, including those described in Part I, Item 1A, “Risk Factors” of the Company’s most recent Annual Report on Form 10-K, Part II, Item 1A, “Risk Factors” of the Company’s Quarterly Reports on Form 10-Q for any subsequent fiscal quarters, and any updating information or other factors which may be described in the Company’s other filings with the Securities and Exchange Commission (the “SEC”). No assurance can be given that any result, expectation, belief, goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.
Investors should understand it is not possible to predict or identify all relevant risks and other factors which could cause actual results to differ materially from statements made on the basis of our current expectations and beliefs. As such, you should not consider the risks identified in the Company’s SEC filings to be a complete discussion of all potential risks or uncertainties associated with an investment in the Company.
3
PART I – FINANCIAL INFORMATION
Item 1 – Financial Statements
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
Research and development expenses | |||||||||||||||||||||||
| Goodwill and intangible asset impairments | |||||||||||||||||||||||
| Restructuring and other (income) expenses | ( | ||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Other income and expenses: | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net (loss) income | ( | ( | ( | ||||||||||||||||||||
| Less: Net loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) income attributable to Dentsply Sirona | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| (Loss) earnings per common share attributable to Dentsply Sirona: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Diluted | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to Unaudited Interim Consolidated Financial Statements.
4
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation (loss) gain | ( | ( | ( | ||||||||||||||||||||
| Net gain (loss) on derivative financial instruments | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Total comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Less: Comprehensive loss attributable to noncontrolling interest | ( | ( | ( | ( | |||||||||||||||||||
| Total comprehensive income (loss) attributable to Dentsply Sirona | $ | $ | ( | $ | $ | ( | |||||||||||||||||
See accompanying Notes to Unaudited Interim Consolidated Financial Statements.
5
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts and notes receivable-trade, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other noncurrent assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Notes payable and current portion of long-term debt | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Contingencies and commitments (Note 14) | |||||||||||
| Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Capital in excess of par value | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Total Dentsply Sirona Equity | |||||||||||
| Noncontrolling interest | ( | ||||||||||
| Total Equity | |||||||||||
| Total Liabilities and Equity | $ | $ | |||||||||
See accompanying Notes to Unaudited Interim Consolidated Financial Statements.
6
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in millions, except per share amounts)
(unaudited)
| Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total Dentsply Sirona Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Funding of employee stock purchase plan | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock unit distributions | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchased | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Restricted stock unit distributions | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Funding of employee stock purchase plan | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Treasury shares purchased | — | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Restricted stock unit distributions | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
7
| Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total Dentsply Sirona Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Funding of employee stock purchase plan | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock unit distributions | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Restricted stock unit dividends | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock unit distributions | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
| Net loss | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Funding of employee stock purchase plan | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock unit distributions | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Restricted stock unit dividends | — | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
See accompanying Notes to Unaudited Interim Consolidated Financial Statements.
8
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Goodwill asset impairment | |||||||||||
| Indefinite-lived intangible asset impairment | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Other non-cash expense | |||||||||||
| (Gain) loss on disposal of assets | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts and notes receivable-trade, net | ( | ||||||||||
| Inventories, net | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other noncurrent assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued liabilities | ( | ( | |||||||||
| Income taxes | ( | ||||||||||
| Other noncurrent liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Cash received on derivative contracts | |||||||||||
| Cash paid on derivative contracts | ( | ||||||||||
| Net investment hedge settlements | ( | ||||||||||
| Proceeds from sale of property, plant, and equipment | |||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Cash paid for treasury stock | ( | ||||||||||
| Proceeds from 364-day bridge loan | |||||||||||
| Repayment of 364-day bridge loan | ( | ||||||||||
| Proceeds (repayments) on short-term borrowings, net | ( | ||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Proceeds from long-term borrowings | |||||||||||
| Repayments on long-term borrowings | ( | ( | |||||||||
| Cash paid for deferred financing costs | ( | ||||||||||
| Other financing activities, net | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Interest paid, net of amounts capitalized | $ | $ | |||||||||
| Non-cash investing activities: | |||||||||||
| Property, plant and equipment in accounts payable at end of period | $ | $ | |||||||||
| Exchange of inventory for naming and other rights | $ | $ | |||||||||
See accompanying Notes to Unaudited Interim Consolidated Financial Statements.
9
DENTSPLY SIRONA Inc. and Subsidiaries
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BUSINESS AND BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. Certain prior period amounts have been reclassified to conform to current-year presentation. Results for interim periods should not be considered indicative of results for a full year. These financial statements and related notes contain the accounts of DENTSPLY SIRONA Inc. and subsidiaries (“Dentsply Sirona” or the “Company”) on a consolidated basis and should be read in conjunction with the consolidated financial statements and notes included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the “2025 Form 10-K”). All significant intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ materially from those estimates.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of income statement expenses for public business entities (“PBEs”). In January 2025, the FASB issued ASU No. 2025-01 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40),” which clarified the effective date for ASU No. 2024-03. These amendments are intended to provide more information about types of expenses in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The Company is currently undertaking implementation activities in preparation for adopting the guidance at the required effective dates. Adoption will result in additional disclosures but will not impact the Company's results of operations, financial position, or cash flows.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40),” which amends certain aspects of ASC 350-40 related to the accounting and disclosure of internally developed software costs. This amendment is intended to provide further guidance on how to evaluate whether the probable-to-complete recognition threshold has been met to capitalize costs for internal-use software. The amendments in this update are effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period for which financial statements have not been issued or made available for issuance. Entities may apply the guidance prospectively, retrospectively, or via a modified prospective transition method. The Company is currently evaluating the impact on its consolidated financial statements and related disclosures, as well as the method of adoption.
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In September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606),” which refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period for which financial statements have not been issued or made available for issuance. Entities may apply the guidance prospectively or on a modified retrospective basis. As of September 30, 2026, the Company is not party to any arrangements that fall within the scope of this ASU. Accordingly, adoption of the ASU is not expected to have an impact on the Company’s consolidated financial statements or related disclosures at this time. The Company will continue to monitor its arrangements for applicability of the ASU in future periods.
In November 2025, the FASB issued ASU No. 2025-09, “Derivatives and Hedging (Topic 815),” which amends certain aspects of the hedge accounting guidance in ASC 815. The amendments are intended to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period after the ASU’s issuance. Entities should apply the guidance prospectively. As of September 30, 2026, the Company is not party to any arrangements that fall within the scope of this ASU. Accordingly, adoption of the ASU is not expected to have an impact on the Company’s consolidated financial statements or related disclosures at this time. The Company will continue to monitor its arrangements for applicability of the ASU in future periods.
Seasonality
The Company’s business is subject to quarterly fluctuations in demand due to seasonality, which can impact the timing of the Company’s consolidated net sales, net income, and cash flows. Demand can fluctuate based on the timing of dental trade shows and variability in dental patient traffic, which can be exacerbated by seasonal or severe weather patterns. Some dental practices in certain countries may also delay purchasing equipment and restocking consumable products until year-end due to income tax benefits or for other financial planning reasons. In addition, the timing of holidays and vacations, particularly throughout Europe, may shift demand across quarters. Sales for the industry and the Company are generally stronger in the second and fourth quarters and weaker in the first and third quarters, due to the effects of the items noted above. Because of the seasonal nature of the Company’s business, the results of operations for any fiscal quarter will not necessarily be indicative of results to be expected for other quarters or a full fiscal year.
NOTE 2 - REVENUE RECOGNITION
Revenues are derived primarily from the sale of dental equipment and dental and healthcare consumable products. Revenues are measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.
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Net sales disaggregated by product category were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Equipment & Instruments | $ | $ | $ | $ | ||||||||||||||||||||||
| CAD/CAM | ||||||||||||||||||||||||||
| Connected Technology Solutions | $ | $ | ||||||||||||||||||||||||
| Essential Dental Solutions | $ | $ | ||||||||||||||||||||||||
| Orthodontics | $ | $ | ||||||||||||||||||||||||
| Implants & Prosthetics | ||||||||||||||||||||||||||
| Orthodontic and Implant Solutions | $ | $ | ||||||||||||||||||||||||
| Wellspect Healthcare | $ | $ | ||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
The Company’s geographic regions for reporting net sales consist of countries in (i) North and South America (“Americas”), (ii) Europe, the Middle East, and Africa (“EMEA”), and (iii) Asia Pacific (“APAC”). Effective January 1, 2026, the Company changed its geographic regions for reporting net sales to align with how it manages commercial activities and reports net sales internally. Prior period net sales amounts have been recast to conform to the current period presentation. This change did not impact the Company’s consolidated financial statements.
Net sales disaggregated by geographic region were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| EMEA | ||||||||||||||||||||||||||
| APAC | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
Contract Assets and Liabilities
The Company does not typically have contract assets in the course of its business. Contract liabilities, which represent billings in excess of revenue recognized, are primarily related to deferred revenue associated with advanced billings for customer orthodontic treatments where the performance obligation has not yet been satisfied. The Company recorded deferred revenue of $69 million and $30 million in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at September 30, 2026. The Company recorded deferred revenue of $74 million and $33 million in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at December 31, 2025. During the three and nine months ended September 30, 2026, the Company recognized approximately $9 million and $59 million of net sales, respectively, which were previously deferred as of December 31, 2025. During the three and nine months ended September 30, 2025, the Company recognized approximately $30 million and $88 million of net sales, respectively, which were previously deferred as of December 31, 2024. The Company expects to recognize most of the remaining deferred revenue in net sales within the next twelve months.
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Allowance for Doubtful Accounts
Accounts and notes receivable-trade, net are stated net of allowances for doubtful accounts and trade discounts, which were $12 million at September 30, 2026 and $12 million at December 31, 2025. For the three and nine months ended September 30, 2026 and 2025, changes to the provision for doubtful accounts, including write-offs of accounts receivable that were previously reserved, were not significant. Changes to this provision are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations.
NOTE 3 – STOCK-BASED COMPENSATION
The amounts of stock-based compensation expense recorded in the Company’s Consolidated Statements of Operations were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of products sold | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling, general, and administrative expense | ||||||||||||||||||||||||||
| Research and development expense | ||||||||||||||||||||||||||
| Restructuring and other costs | ( | ( | ||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
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NOTE 4 – COMPREHENSIVE LOSS
Changes in Accumulated other comprehensive income (loss) (“AOCI”), net of tax, by component for the nine months ended September 30, 2026 and 2025 were as follows:
| (in millions) | Foreign Currency Translation Loss | Gain (Loss) on Cash Flow Hedges | Gain (Loss) on Net Investment and Fair Value Hedges | Pension Liability Loss | Total | |||||||||||||||||||||||||||||||||
| Balance, net of tax, at December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and tax impact | ( | ( | ||||||||||||||||||||||||||||||||||||
| Tax expense | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | ( | ||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||
| Net (decrease) increase in other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance, net of tax, at March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and tax impact | ( | |||||||||||||||||||||||||||||||||||||
| Tax expense | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | ( | ||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||
| Net (decrease) increase in other comprehensive loss | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance, net of tax, at June 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | |||||||||||||||||||||||||||||||||||||
| Tax expense | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | |||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in other comprehensive loss | ( | |||||||||||||||||||||||||||||||||||||
| Balance, net of tax, at September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
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| (in millions) | Foreign Currency Translation Gain (Loss) | Loss on Cash Flow Hedges | Gain (Loss) on Net Investment and Fair Value Hedges | Pension Liability Loss | Total | |||||||||||||||||||||||||||||||||
| Balance, net of tax, at December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and tax impact | ( | |||||||||||||||||||||||||||||||||||||
| Tax benefit | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | |||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in other comprehensive loss | ( | |||||||||||||||||||||||||||||||||||||
| Balance, net of tax, at March 31, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and tax impact | ( | ( | ||||||||||||||||||||||||||||||||||||
| Tax benefit | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | |||||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in other comprehensive loss | ( | |||||||||||||||||||||||||||||||||||||
| Balance, net of tax, at June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and tax impact | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Tax benefit | ( | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax, before reclassifications | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of tax | ||||||||||||||||||||||||||||||||||||||
| Net decrease in other comprehensive income | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Balance, net of tax, at September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||
At September 30, 2026 and December 31, 2025, the cumulative tax adjustments were $145 million and $178 million, respectively, primarily related to foreign currency translation adjustments.
The cumulative foreign currency translation adjustments included translation losses of $344 million and $289 million at September 30, 2026 and December 31, 2025, respectively, and cumulative losses on loans designated as hedges of net investments of $130 million and $145 million at September 30, 2026 and December 31, 2025, respectively.
Reclassifications out of AOCI to the Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 were not significant.
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NOTE 5 – (LOSS) EARNINGS PER COMMON SHARE
The computations of basic and diluted (loss) earnings per common share were as follows:
| Basic (Loss) Earnings per common share | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net (loss) income attributable to Dentsply Sirona | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
| Basic (loss) earnings per common share | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Diluted (loss) earnings per common share | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| (in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net (loss) income attributable to Dentsply Sirona | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||
| Incremental weighted average shares from assumed exercise of dilutive options from stock-based compensation awards | ||||||||||||||||||||||||||
| Total weighted average diluted shares outstanding | ||||||||||||||||||||||||||
| Diluted (loss) earnings per common share | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Weighted average shares excluded from diluted common shares outstanding due to reported net loss for the period | ||||||||||||||||||||||||||
| Weighted average shares excluded from diluted common shares outstanding due to antidilutive nature | ||||||||||||||||||||||||||
On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. Share repurchases may be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions or other transactions in such amounts and at such times as the Company considers appropriate based upon prevailing market and business conditions and other factors. At September 30, 2026, the Company had authorization to repurchase $1.2 billion in shares of common stock remaining under the share repurchase program.
NOTE 6 – SEGMENT INFORMATION
The Company has four
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The Company’s reportable segment information was as follows:
| (in millions) | Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Connected Technology Solutions | Essential Dental Solutions | Orthodontic and Implant Solutions | Wellspect Healthcare | Total | |||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Adjusted cost of products sold (a) | |||||||||||||||||||||||||||||||||||||||||
Adjusted selling expenses (b) | |||||||||||||||||||||||||||||||||||||||||
Adjusted general and administrative (“G&A”) expenses (b) | |||||||||||||||||||||||||||||||||||||||||
Adjusted research and development (“R&D”) expenses (c) | |||||||||||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||
| Reconciling items (income) expense: | |||||||||||||||||||||||||||||||||||||||||
Unallocated corporate costs (d) | $ | ||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||||||||
| Other income | ( | ||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | |||||||||||||||||||||||||||||||||||||||||
| Restructuring and other costs | ( | ||||||||||||||||||||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
| (a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. | ||
(b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. | ||
(c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. | ||
(d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, certain professional service fees, and other operating costs which are not assigned to a specific segment. | ||
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| (in millions) | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Connected Technology Solutions | Essential Dental Solutions | Orthodontic and Implant Solutions | Wellspect Healthcare | Total | ||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Adjusted cost of products sold (a) | ||||||||||||||||||||||||||||||||
Adjusted selling expenses (b) | ||||||||||||||||||||||||||||||||
Adjusted G&A expenses (b) | ||||||||||||||||||||||||||||||||
Adjusted R&D expenses (c) | ||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Reconciling items (income) expense: | ||||||||||||||||||||||||||||||||
Unallocated corporate costs (d) | $ | |||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Other income | ( | |||||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | ||||||||||||||||||||||||||||||||
| Restructuring and other costs | ||||||||||||||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||||||||||||||
| Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations | ||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||
| (a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. | ||
(b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. | ||
(c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. | ||
(d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, certain professional service fees, and other operating costs which are not assigned to a specific segment. | ||
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| (in millions) | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Connected Technology Solutions | Essential Dental Solutions | Orthodontic and Implant Solutions | Wellspect Healthcare | Total | |||||||||||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
Adjusted cost of products sold (a) | |||||||||||||||||||||||||||||||||||||||||
Adjusted selling expenses (b) | |||||||||||||||||||||||||||||||||||||||||
Adjusted G&A expenses (b) | |||||||||||||||||||||||||||||||||||||||||
Adjusted R&D expenses (c) | |||||||||||||||||||||||||||||||||||||||||
| Segment adjusted operating (loss) income | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Reconciling items (income) expense: | |||||||||||||||||||||||||||||||||||||||||
Unallocated corporate costs (d) | $ | ||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||||||||||||||
| Other income | ( | ||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | |||||||||||||||||||||||||||||||||||||||||
| Restructuring and other costs | |||||||||||||||||||||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||||||||||||||||||||
| Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations | |||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||||||||||||||
(a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. | ||
(b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. | ||
(c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. | ||
(d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, certain professional service fees, and other operating costs which are not assigned to a specific segment. | ||
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| (in millions) | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Connected Technology Solutions | Essential Dental Solutions | Orthodontic and Implant Solutions | Wellspect Healthcare | Total | ||||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Adjusted cost of products sold (a) | ||||||||||||||||||||||||||||||||
Adjusted selling expenses (b) | ||||||||||||||||||||||||||||||||
Adjusted G&A expenses (b) | ||||||||||||||||||||||||||||||||
Adjusted R&D expenses (c) | ||||||||||||||||||||||||||||||||
| Segment adjusted operating income | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Reconciling items (income) expense: | ||||||||||||||||||||||||||||||||
Unallocated corporate costs (d) | $ | |||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Other expense (income), net | ( | |||||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | ||||||||||||||||||||||||||||||||
| Restructuring and other costs | ||||||||||||||||||||||||||||||||
| Amortization of intangibles | ||||||||||||||||||||||||||||||||
| Depreciation resulting from the fair value step-up of property, plant, and equipment from business combinations | ||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ||||||||||||||||||||||||||||||
(a) Adjusted cost of products sold represents expenses adjusted to exclude intangible amortization expense, step-up depreciation expense, and other restructuring costs. | ||
(b) Adjusted selling and adjusted G&A expenses represent expenses adjusted to exclude intangible amortization expense, other acquisition costs, step-up depreciation expense, and other restructuring costs. | ||
(c) Adjusted R&D expenses represent expenses adjusted to exclude other restructuring costs. | ||
(d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, certain professional service fees, and other operating costs which are not assigned to a specific segment. | ||
Depreciation and Amortization
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Connected Technology Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Essential Dental Solutions | ||||||||||||||||||||||||||
| Orthodontic and Implant Solutions | ||||||||||||||||||||||||||
| Wellspect Healthcare | ||||||||||||||||||||||||||
All other (a) | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(a) Includes unallocated corporate costs for depreciation and amortization.
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NOTE 7 – INVENTORIES
Inventories, net were as follows:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Raw materials and supplies | $ | $ | ||||||||||||
| Work-in-process | ||||||||||||||
| Finished goods | ||||||||||||||
| Inventories, net | $ | $ | ||||||||||||
The Company’s inventory reserve for excess and obsolete inventory was $85 million and $95 million at September 30, 2026 and December 31, 2025, respectively.
NOTE 8 – RESTRUCTURING AND OTHER COSTS
Restructuring and other (income) expenses were recorded in the Consolidated Statements of Operations as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||
| Restructuring and other costs | ( | |||||||||||||||||||||||||
| Total restructuring and other costs | $ | ( | $ | $ | $ | |||||||||||||||||||||
Restructuring and other costs of $67 million recorded in the first nine months of 2026 consisted primarily of employee severance benefits and other restructuring costs for various restructuring actions, including for the plan approved by the Board of Directors of the Company on February 24, 2026 (the “2026 Plan”). In the three months ended September 30, 2026, there was a reversal of previously booked expenses for the 2026 Plan as severance costs were lower than the Company’s initial estimates.
With the 2026 Plan, the Company seeks to improve operational performance and drive stockholder value creation. As of September 30, 2026, the Company has incurred $54 million in non-recurring restructuring charges under the 2026 Plan, primarily related to severance payments, employee benefits, and employee transition. In total, the Company expects to incur non-recurring charges in the approximate range of $60 million to $65 million related to the 2026 Plan, the majority of which will be expensed and paid in cash in 2026 and 2027.
The liabilities associated with the Company’s restructuring plans are recorded in Accrued liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets. Activity in the Company’s restructuring accruals at September 30, 2026 was as follows:
| Severance | ||||||||||||||||||||||||||||||||
| (in millions) | 2024 and Prior Plans | 2026 Plan | Other Actions | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Provisions | ||||||||||||||||||||||||||||||||
| Amounts applied | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Change in estimates | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
21
| Other Restructuring Costs | ||||||||||||||||||||||||||
| (in millions) | 2024 and Prior Plans | 2026 Plan | Other Actions | Total | ||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Provisions | ||||||||||||||||||||||||||
| Amounts applied | ( | ( | ( | |||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
The cumulative amounts for the provisions and adjustments and amounts applied for all the plans by segment were as follows:
| (in millions) | December 31, 2025 | Provisions | Amounts Applied | Change in Estimates | September 30, 2026 | |||||||||||||||||||||||||||
| Connected Technology Solutions | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
| Essential Dental Solutions | ( | ( | ||||||||||||||||||||||||||||||
| Orthodontic and Implant Solutions | ( | |||||||||||||||||||||||||||||||
| Wellspect Healthcare | ( | |||||||||||||||||||||||||||||||
| All Other | ( | ( | ||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
NOTE 9 – FINANCIAL INSTRUMENTS AND DERIVATIVES
Derivative Instruments and Hedging Activities
The Company’s activities expose it to a variety of market risks, which primarily include the risks related to the effects of changes in foreign currency exchange rates and interest rates. These financial exposures are monitored and managed by the Company as part of its overall risk management program. The objective of this risk management program is to reduce the volatility that these market risks may have on the Company’s operating results and cash flows. The Company employs derivative financial instruments to hedge certain anticipated transactions, firm commitments, or assets and liabilities denominated in foreign currencies. Additionally, the Company utilizes interest rate swaps to convert fixed rate debt into variable rate debt or vice versa. The Company does not hold derivative instruments for trading or speculative purposes.
The following summarizes the notional amounts of hedges of net investments, fair value hedges, and derivative instruments not designated as hedges for accounting purposes by derivative instrument type at September 30, 2026 and the notional amounts expected to mature during the next 12 months.
22
| (in millions) | Aggregate Notional Amount | Aggregate Notional Amount Maturing within 12 Months | ||||||||||||
| Hedges of Net Investments | ||||||||||||||
| Foreign exchange forward contracts | $ | $ | ||||||||||||
| Cross currency basis swaps | ||||||||||||||
| Total derivative instruments designated as hedges of net investments | $ | $ | ||||||||||||
| Fair Value Hedges | ||||||||||||||
| Interest rate swaps | $ | $ | ||||||||||||
| Total derivative instruments designated as fair value hedges | $ | $ | ||||||||||||
| Derivative Instruments not Designated as Hedges | ||||||||||||||
| Foreign exchange forward contracts | $ | $ | ||||||||||||
| Total derivative instruments not designated as hedges | $ | $ | ||||||||||||
Hedges of Net Investments in Foreign Operations
The Company has significant investments in foreign subsidiaries. The net assets of these subsidiaries are exposed to volatility in foreign currency exchange rates. The Company employs both derivative and non-derivative financial instruments to hedge a portion of these exposures. The derivative instruments consist of foreign exchange forward contracts and cross-currency basis swaps. The non-derivative instruments consist of foreign currency-denominated debt held at the parent company level. Translation gains and losses related to the net assets of the foreign subsidiaries are offset by gains and losses in the aforementioned instruments, which are designated as hedges of net investments, and the intrinsic value changes in these instruments are recorded in AOCI, net of tax effects. The time value component of the derivative instrument’s fair value is amortized on a straight-line basis and recognized in Other (income) expense, net in the Consolidated Statements of Operations over the term of the hedge. Cash flows associated with these instruments are generally presented within investing activities in the Consolidated Statements of Cash Flows. However, cash flows attributable to other-than-insignificant financing elements are presented within financing activities.
The fair value of the foreign currency exchange forward contracts and cross-currency basis swaps is the estimated amount the Company would receive or pay at the reporting date, taking into account the effective interest rates and foreign exchange rates. The effective portion of the change in the value of these derivatives is recorded in AOCI, net of tax effects.
In January 2026, the Company settled Swiss franc foreign exchange forward contracts designated as net investment hedges with an aggregate notional amount of 100 million Swiss francs, resulting in a net cash payment of approximately $7 million. The effective portion of the hedge was recognized in AOCI. The Company subsequently entered into Swiss franc foreign exchange forward contracts with an aggregate notional amount of 200 million Swiss francs that are designated as net investment hedges and mature through October 2029. These contracts include excluded components, primarily forward points, for which gains and losses are recognized in earnings as incurred and presented within the operating activities section of the Consolidated Statement of Cash Flows.
In October 2026, the Company settled and re-established its Swiss franc-denominated net investment hedge portfolio. See Note 15, Subsequent Events, for additional information.
Derivative Instruments Not Designated as Hedges
The Company enters into derivative instruments with the intent to partially mitigate the foreign exchange revaluation risk associated with recorded assets and liabilities that are denominated in a non-functional currency. The Company primarily uses foreign exchange forward contracts to hedge these risks. The gains and losses on these derivative transactions offset the gains and losses generated by the revaluation of the underlying non-functional currency balances and are recorded in Other income, net in the Consolidated Statements of Operations. Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows.
23
Derivative Instrument Activity
The effects of derivative hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss were as follows:
| Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Cost of products sold | Interest expense, net | Other (income) expense, net | Cost of products sold | Interest expense, net | Other (income) expense, net | ||||||||||||||||||||||||||||||||||||||
| Total amounts of line items presented in the Statement of Operations in which the effects of cash flow, net investment or fair value hedges are recorded | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
(Gain) loss on Hedges of Net Investment | ||||||||||||||||||||||||||||||||||||||||||||
| Cross currency basis swaps | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
(Gain) loss on Fair Value Hedges: | ||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | ||||||||||||||||||||||||||||||||||||||||||||
| (Gain) loss on Derivative Instruments not Designated as Hedges | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Amount of Gain or (Loss) Recognized in AOCI | Amount of Gain or (Loss) Reclassified from AOCI into Income | |||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Consolidated Statements of Operations Location | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
Hedges of Net Investments | ||||||||||||||||||||||||||||||||||||||
| Cross currency basis swaps | $ | $ | ( | Other expense (income), net | $ | $ | ||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | Other expense (income), net | |||||||||||||||||||||||||||||||||||||
24
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Cost of products sold | Interest expense, net | Other (income) expense, net | Cost of products sold | Interest expense, net | Other (income) expense, net | ||||||||||||||||||||||||||||||||||||||
| Total amounts of line items presented in the Statement of Operations in which the effects of cash flow, net investment or fair value hedges are recorded | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
(Gain) loss on Hedges of Net Investment | ||||||||||||||||||||||||||||||||||||||||||||
| Cross currency basis swaps | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
(Gain) loss on Fair Value Hedges: | ||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | ||||||||||||||||||||||||||||||||||||||||||||
| (Gain) loss on Derivative Instruments not Designated as Hedges | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Amount of Gain or (Loss) Recognized in AOCI | Amount of Gain or (Loss) Reclassified from AOCI into Income | |||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Consolidated Statements of Operations Location | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||
Hedges of Net Investments | ||||||||||||||||||||||||||||||||||||||
| Cross currency basis swaps | $ | $ | ( | Other income, net | $ | $ | ||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | ( | Other income, net | ||||||||||||||||||||||||||||||||||||
25
Consolidated Balance Sheets Location of Derivative Fair Values
The fair value and the financial statement presentation of the Company’s derivatives in the Consolidated Balance Sheets were as follows:
| September 30, 2026 | ||||||||||||||||||||||||||
| (in millions) | Prepaid Expenses and Other Current Assets | Other Noncurrent Assets | Accrued Liabilities | Other Noncurrent Liabilities | ||||||||||||||||||||||
| Designated as Hedges: | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Cross currency basis swaps | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Not Designated as Hedges: | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| (in millions) | Prepaid Expenses and Other Current Assets | Other Noncurrent Assets | Accrued Liabilities | Other Noncurrent Liabilities | ||||||||||||||||||||||
| Designated as Hedges: | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||
| Cross currency basis swaps | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Not Designated as Hedges: | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Balance Sheet Offsetting
Substantially all of the Company’s derivative contracts are subject to netting arrangements, whereby the right to offset occurs in the event of default or termination in accordance with the terms of the arrangements with the counterparty. While these contracts contain the enforceable right to offset through netting arrangements with the same counterparty, the Company elects to present them on a gross basis in the Consolidated Balance Sheets.
26
Offsetting of financial assets and liabilities under netting arrangements at September 30, 2026 was as follows:
| Gross Amounts Not Offset in the Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Amounts Recognized | Gross Amount Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | Financial Instruments | Cash Collateral Received/Pledged | Net Amount | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Cross currency basis swaps | ( | |||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Interest rate swaps | ( | |||||||||||||||||||||||||||||||||||||
| Cross currency basis swaps | ( | |||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
Offsetting of financial assets and liabilities under netting arrangements at December 31, 2025 was as follows:
| Gross Amounts Not Offset in the Consolidated Balance Sheets | ||||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Amounts Recognized | Gross Amounts Offset in the Consolidated Balance Sheets | Net Amounts Presented in the Consolidated Balance Sheets | Financial Instruments | Cash Collateral Received/Pledged | Net Amount | ||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Cross currency basis swaps | ( | |||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
| Interest rate swaps | ||||||||||||||||||||||||||||||||||||||
| Cross currency basis swaps | ( | |||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||
27
NOTE 10 – FAIR VALUE MEASUREMENT
The estimated fair and carrying values of the Company’s total debt were $2,100 million and $2,200 million, respectively, at September 30, 2026. At December 31, 2025, the estimated fair and carrying values were $2,217 million and $2,329 million, respectively. The fair value of long-term debt is determined by discounting future cash flows using interest rates available at September 30, 2026 and December 31, 2025 and interest rates for companies with similar credit ratings for issuances with similar terms and maturities. It is considered a Level 2 fair value measurement for disclosure purposes.
Assets and liabilities measured at fair value on a recurring basis
The Company’s financial assets and liabilities set forth by level within the fair value hierarchy that were accounted for at fair value on a recurring basis were as follows:
| September 30, 2026 | ||||||||||||||||||||||||||
| (in millions) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Interest rate swap asset related to long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||
| Cross currency basis swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreign exchange forward contracts | $ | $ | $ | $ | ||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Cross currency basis swaps | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| (in millions) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Interest rate swap asset related to long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreign exchange forward contracts | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Interest rate swaps | $ | $ | $ | $ | ||||||||||||||||||||||
| Cross currency basis swaps | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Derivative valuations are based on observable inputs to the valuation model including interest rates, foreign currency exchange rates, and credit risks.
There were no transfers between fair value measurement levels during the nine months ended September 30, 2026.
NOTE 11 – INCOME TAXES
The effective tax rates for the three months ended September 30, 2026 and 2025 were 112.4 % and (86.5 %), respectively. The effective tax rates for the nine months ended September 30, 2026 and 2025 were 58.3 % and (33.6 %), respectively. The increase in the effective tax rate is primarily driven by prior-year impairments, which were recorded in the three and nine months ended September 30, 2025, along with associated changes in valuation allowances.
28
NOTE 12 – FINANCING ARRANGEMENTS
The Company has a five-year senior unsecured multi-currency revolving facility, for an aggregate principal amount of $700 million, that expires on May 12, 2028. The Company also has a $700 million commercial paper program. The $700 million multi-currency revolving credit facility serves as a back-up to the commercial paper facility, resulting in an aggregate of $700 million as the total available credit under the commercial paper facility and the multi-currency revolving credit facility. The Company had $215 million in outstanding borrowings under the commercial paper facility at September 30, 2026 and $82 million in outstanding borrowings under the commercial paper facility at December 31, 2025, and the Company had no 18 million in uncommitted short-term financing available under lines of credit from various financial institutions, which is reduced by other outstanding short-term borrowings of less than $1 million.
At September 30, 2026, the weighted-average interest rate for short-term debt was 4.6 %.
At September 30, 2026, the Company had $503 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility.
In February 2026, the Company repaid in full €26 million aggregate principal amount of its 2.1 % private placement notes upon their scheduled maturity. The repayment was funded with available cash. No amounts were outstanding under these notes at September 30, 2026. The repayment is reflected in cash flows used in financing activities for the nine months ended September 30, 2026.
In August 2026, the Company repaid in full CHF 58 million aggregate principal amount of its 1.0 % private placement notes and €106 million aggregate principal amount of its 2.3 % private placement notes upon their scheduled maturities. The repayments were funded through the issuance of commercial paper under the Company’s commercial paper program. No
The Company’s private placement notes and revolving credit facility contain financial covenants, including maximum Total Leverage Ratio and maximum Senior Leverage Ratio requirements. At September 30, 2026, the Company was in compliance with all of its covenants, as of the prior amendment and as amended in October 2026 as described below.
On October 8, 2026, the Company obtained the requisite lender consents and entered into amendments, each dated as of September 30, 2026, to its May 12, 2023 revolving credit facility and its 2015, 2016 and 2019 note purchase agreements (collectively, the “Debt Amendments”). The Debt Amendments, among other things, increased the maximum permitted leverage ratios and permitted additional EBITDA adjustments for certain cash charges and expenses for the fiscal quarters ending September 30, 2026 and December 31, 2026. The Debt Amendments also temporarily restricted the incurrence of certain new liens and subsidiary debt and the making of certain restricted payments, subject to specified exceptions; added quarterly reporting requirements relating to certain initiatives and the related costs and savings; modified pricing under the revolving credit facility; and increased the incremental interest payable under the note purchase arrangements at specified leverage levels. The Company incurred approximately $4 million in fees in connection with the Debt Amendments. The revised terms provide the Company with additional flexibility to maintain compliance with its debt covenants.
Interest expense, net includes interest income of $2 million and $3 million for the three months ended September 30, 2026 and 2025, respectively. Interest expense, net includes interest income of $8 million and $10 million for the nine months ended September 30, 2026 and 2025, respectively. Interest income primarily relates to interest-bearing cash and cash equivalents, and for the nine months ended September 30, 2026, includes approximately $2 million worth of interest associated with tariff refunds.
NOTE 13 – GOODWILL AND INTANGIBLE ASSETS
The Company’s policy is to assess goodwill and indefinite-lived intangible assets for impairment annually as of April 1, with more frequent assessments if events or changes in circumstances indicate a given asset might be impaired. For the April 1, 2026 annual goodwill impairment assessment, the Company performed a qualitative assessment for Essential Dental Solutions and Wellspect Healthcare, the two reporting units with goodwill balances. Based on the totality of the factors considered, the Company concluded that the fair value of each reporting unit was expected to exceed its carrying amount and no goodwill impairment charges were recognized.
29
Indefinite-lived intangible assets were assessed either through a computation of fair value using an income approach, specifically a relief from royalty method for acquired trade names and trademarks, or through a qualitative assessment for in-process research and development (“R&D”). The Company’s significant assumptions in the relief from royalty method include, but were not limited to, discount rates (ranging from 12 % to 16 %), revenue growth rates (including perpetual growth rates) and royalty rates, all of which were determined using the judgment of management. These assumptions for indefinite-lived intangible asset tests were developed in consideration of current market conditions and future expectations which include, but are not limited to, impact from competition and new product developments. Based on these assessments, the Company concluded that the fair values of its indefinite-lived intangible assets exceeded their respective carrying values, and therefore no impairment charges were recognized as a result of the annual impairment testing performed as of April 1, 2026.
For the three months ended September 30, 2026, the Company considered additional qualitative and quantitative factors to determine whether events or changes in circumstances indicated potential impairment of goodwill or indefinite-lived intangible assets. Based on this assessment, the Company concluded that no interim quantitative goodwill impairment testing was required for the reporting units with remaining goodwill. Due to lower-than-expected results and reduced revenue forecasts for certain product lines, the Company identified indicators of impairment for certain indefinite-lived intangible assets. Quantitative impairment testing performed as of September 30, 2026, using the relief-from-royalty method consistent with the annual impairment assessment, indicated that the carrying values of certain trade names exceeded their estimated fair values. As a result, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $2 million and $1 million for the Orthodontic and Implant Solutions and Essential Dental Solutions segments, respectively, for the three months ended September 30, 2026.
There is a risk of future impairment charges if there is a decline in the fair value of the reporting units or indefinite-lived intangible assets as a result of, among other things, actual financial results that are lower than forecasts, an adverse change in valuation assumptions, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets. There can be no assurance that the Company’s future asset impairment testing will not result in a material charge to earnings.
A reconciliation of changes in the Company’s goodwill by reportable segment is as follows:
| (in millions) | Connected Technology Solutions | Essential Dental Solutions | Orthodontic and Implant Solutions | Wellspect Healthcare | Total | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Goodwill | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Accumulated impairment losses | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Goodwill, net at December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Translation | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Impairment | ||||||||||||||||||||||||||||||||||||||||||||
| Goodwill, net at September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Accumulated impairment losses at September 30, 2026 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
30
Identifiable definite-lived and indefinite-lived intangible assets were as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||
| Developed technology and patents | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Trade names and trademarks | ( | ( | ||||||||||||||||||||||||||||||||||||
| Licensing agreements | ( | ( | ||||||||||||||||||||||||||||||||||||
| Customer relationships | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total definite-lived | ( | ( | ||||||||||||||||||||||||||||||||||||
| Indefinite-lived trade names and trademarks | $ | $ | — | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||
| In-process R&D | — | — | ||||||||||||||||||||||||||||||||||||
| Total indefinite-lived | — | — | ||||||||||||||||||||||||||||||||||||
| Total identifiable intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
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NOTE 14 – CONTINGENCIES AND COMMITMENTS
Contingencies
2022 Securities Class Action
On June 2, 2022, the Company was named as a defendant in a putative class action filed in the U.S. District Court for the Southern District of Ohio captioned City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Casey, Jr. et al., No. 2:22-cv-02371, and on July 28, 2022, the Company was named as a defendant in a putative class action filed in the U.S. District Court for the Southern District of New York (the “SDNY Court”) captioned San Antonio Fire and Police Pension Fund v. Dentsply Sirona Inc. et al., No. 1:22-cv-06339 (together, the “2022 Securities Litigation”). The complaints in the 2022 Securities Litigation are substantially similar and both allege that, during the period from June 9, 2021 through May 9, 2022, the Company, Mr. Donald M. Casey Jr., the Company’s former Chief Executive Officer, and Mr. Jorge Gomez, the Company’s former Chief Financial Officer, violated U.S. securities laws by, among other things, making materially false and misleading statements or omissions, including regarding the manner in which the Company recognized revenue tied to distributor rebate and incentive programs. On March 27, 2023, the Court in the Southern District of Ohio ordered the transfer of the putative class action to the SDNY Court. On June 1, 2023, the SDNY Court consolidated the two separate actions under case No. 1:22-cv-06339 and appointed as lead plaintiffs for the putative class the City of Birmingham Retirement and Relief System, the El Paso Firemen & Policemen’s Pension Fund, and the Wayne County Employees’ Retirement System (collectively, the “Lead Plaintiffs”). Lead Plaintiffs filed an amended class action complaint on July 28, 2023 (the “Amended Complaint”). In addition to asserting the same claims against the Company, Mr. Casey, and Mr. Gomez, the Amended Complaint added the Company’s former Chief Accounting Officer, Mr. Ranjit S. Chadha, as a defendant (collectively, “Defendants”). On October 10, 2023, Defendants filed a motion to dismiss the Amended Complaint. Lead Plaintiffs opposed the motion. On May 1, 2024, the SDNY Court granted the motion to dismiss as to Mr. Chadha and granted in part and denied in part the motion to dismiss as to the Company, Mr. Casey, and Mr. Gomez. The Company’s answer to the Amended Complaint was filed on May 21, 2024. On November 15, 2024, Lead Plaintiffs filed a motion to certify the matter as a class action, to appoint Lead Plaintiffs as class representatives, and to appoint class counsel. Defendants opposed the motion. On July 10, 2025, the SDNY Court granted Lead Plaintiffs’ motion for class certification, appointed the Lead Plaintiffs as class representatives, and appointed counsel for Lead Plaintiffs as class counsel. On November 3, 2025, Defendants and Lead Plaintiffs cross-moved for partial summary judgment. On September 4, 2026, the SDNY Court granted in part and denied in part Defendants’ motion for partial summary judgment and denied in its entirety Lead Plaintiffs’ motion for partial summary judgment. The Company has recorded a liability in an immaterial amount as of September 30, 2026, with an offsetting insurance receivable, resulting in no impact to the Consolidated Statements of Operations in the three and nine months ended September 30, 2026.
2023-2024 Derivative Litigation
Separately, on July 13, 2023, Company stockholder George Presura filed a stockholder derivative suit in the Delaware Court of Chancery captioned George Presura, Derivatively on Behalf of Nominal Defendant Dentsply Sirona Inc. v. Donald M. Casey Jr. et al. and Dentsply Sirona, Inc., No. 2023-0708-NAC (the “Presura Derivative Litigation”). The complaint, filed derivatively on behalf of the Company, asserts claims against current and former members of the Company’s Board of Directors and current and former executive officers, including Messrs. Casey and Gomez. The derivative complaint in this case contains allegations similar to those in the 2022 Securities Litigation, and it alleges that during the period from June 9, 2021 through July 13, 2023, various of the defendants breached fiduciary duties, committed corporate waste, and misappropriated information to conduct insider trading by making materially false and misleading statements or omissions regarding the Company’s recognition of revenue tied to distributor rebate and incentive programs and distributor inventory levels. On August 4, 2023, the Delaware Court of Chancery stayed the Presura Derivative Litigation until the earlier of public announcement of a settlement of the 2022 Securities Litigation or resolution of the pending motion to dismiss in the 2022 Securities Litigation.
Additionally, on March 26, 2024, Company stockholder Calvin Snee filed a stockholder derivative suit in the Delaware Court of Chancery captioned Calvin Snee, derivatively on behalf of Dentsply Sirona Inc. v. Donald M. Casey Jr., et al. and Dentsply Sirona Inc, No. 2024-0308 (the “Snee Derivative Litigation”). The complaint, filed derivatively on behalf of the Company, asserts claims against current and former members of the Company’s Board of Directors and current and former executive officers, including Messrs. Casey and Gomez. The derivative complaint in this case contains allegations similar to those in the Presura Derivative Litigation and the 2022 Securities Litigation, and it alleges that beginning in 2021, various of the defendants breached fiduciary duties, misappropriated information to conduct insider trading, and were unjustly enriched by making materially false and misleading statements or omissions regarding the Company’s recognition of revenue tied to distributor rebate and incentive programs and distributor inventory levels.
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On May 2, 2024, the Delaware Court of Chancery issued an order consolidating and staying the Presura Derivative Litigation and Snee Derivative Litigation.
On July 19, 2024, Company stockholder Frank Manfre filed a stockholder derivative suit in the Delaware Court of Chancery captioned Frank Manfre, derivatively on behalf of nominal defendant Dentsply Sirona Inc. v. Donald M. Casey Jr. et al. and Dentsply Sirona Inc., No. 2024-0763 (the “Manfre Derivative Litigation”). The complaint asserts claims against current and former members of the Company’s Board of Directors and current and former executive officers, including Messrs. Casey and Gomez. The complaint in this case contains allegations similar to those in the Presura Derivative Litigation, the Snee Derivative Litigation, and the 2022 Securities Litigation, and it alleges that beginning in 2021, various of the defendants breached fiduciary duties, misappropriated information to conduct insider trading, and were unjustly enriched by making materially false and misleading statements or omissions regarding the Company’s recognition of revenue tied to distributor rebate and incentive programs and distributor inventory levels.
On September 19, 2024, the Delaware Court of Chancery issued an order consolidating and staying the Presura Derivative Litigation, Snee Derivative Litigation, and Manfre Derivative Litigation.
On September 24, 2026, the Delaware Court of Chancery issued an order extending the stay of the Presura Derivative Litigation, Snee Derivative Litigation, and Manfre Derivative Litigation.
2024 Securities Class Action
In November and December 2024, three putative securities class actions were filed against the Company and certain of its then-current and former officers in the U.S. District Court for the Southern District of New York (the “SDNY Court”). On February 21, 2025, the SDNY Court consolidated the three cases under the caption In re Dentsply Sirona, Inc. Securities Litigation, No. 24-cv-9083 (the “2024 Securities Litigation”). The amended complaint filed May 9, 2025 covers a class period from January 4, 2021 through February 26, 2025 and alleges that the defendants violated U.S. securities laws by, among other things, making materially false and misleading statements or omissions, including about the performance of the Company’s Byte aligners business after the Company acquired Byte LLC in December 2020. On January 16, 2026, the SDNY Court granted the motion to dismiss as to Mr. Gomez and granted in part and denied in part the motions to dismiss as to the Company and all other defendants. On April 7, 2026, the Company and most of the remaining individual defendants answered the amended complaint. Thereafter, the parties took part in fact discovery.
On October 20, 2026, after engaging in mediation, the Company and the individual defendants entered into a Memorandum of Understanding (the “MOU”) with plaintiffs containing the material terms of a settlement resolving the 2024 Securities Litigation. The parties intend to negotiate and execute a formal stipulation of settlement describing the terms of the proposed settlement, which will be subject to approval by the SDNY Court and notice to the class. The MOU provides that the Company will pay or cause its insurers to pay $75 million to settle the 2024 Securities Litigation and that the final settlement will contain no admission of liability, fault, or wrongdoing. This amount will be funded by the Company’s insurers under its directors’ and officers’ liability insurance policies. For the proposed settlement of the 2024 Securities Litigation, the Company has recognized a liability of $75 million as of September 30, 2026, with an offsetting insurance receivable, resulting in no impact to the Consolidated Statements of Operations in the three and nine months ended September 30, 2026.
The defendants agreed to the proposed settlement solely to avoid the cost, distraction, and uncertainty of continued litigation. There can be no assurance that the parties will execute a definitive stipulation of settlement or that the SDNY Court will approve the proposed settlement. If the proposed settlement does not become effective, the Company intends to continue to vigorously defend the 2024 Securities Litigation.
2025-2026 Derivative Litigation
Between March 2025 and September 2026, Company stockholders filed four stockholder derivative suits (the “Derivative Matters”) on behalf of the Company. The defendants are certain current and former members of the Company’s Board of Directors and certain current and former executive officers. The suits are:
•O'Connor v. Campion, et al., No. 1:25-cv-02246, in the SDNY Court;
•Andreotti v. Campion, et al., No. 1:25-cv-02931, in the SDNY Court;
•Davis v. Campion, et al., No. 1:26-cv-07882, in the SDNY Court; and
•Chua v. Campion, et al., No. 3:26-cv-00148, in the U.S. District Court for the Western District of North Carolina.
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On April 29, 2025, the SDNY Court consolidated the O’Connor and Andreotti actions under the caption In re Dentsply Sirona Inc. Stockholder Derivative Litigation (the “Consolidated Derivative Action”). On October 1, 2026, the SDNY Court consolidated the Davis action into the Consolidated Derivative Action. The Derivative Matters are currently stayed.
The derivative complaints make allegations similar to those in the 2024 Securities Litigation, generally covering a period beginning December 1, 2022. They claim that the defendants breached fiduciary duties by, among other things, causing or allowing the Company to make materially false and misleading statements related to the Byte LLC acquisition. Certain of the complaints also assert unjust enrichment and violations of federal securities laws, including in connection with the Company’s repurchases of its stock at allegedly inflated prices.
Gobbetti Matter
On March 21, 2023, Mr. Carlo Gobbetti filed a claim in the Milan Chamber of Arbitration against Dentsply Sirona Italia S.r.l. (“DSI”), Italy, a wholly owned subsidiary of the Company, seeking a total of €28 million for the alleged failure to pay a portion of the purchase price pursuant to a Share Purchase Agreement, dated October 8, 2012 (the “SPA”), in which Sirona Dental Systems, S.r.l., which at the time of execution of the SPA was a wholly-owned subsidiary of Sirona Dental Systems, Inc., acquired all of the shares of MHT S.p.A., an Italian corporation, from Mr. Gobbetti, and various other sellers. Sirona Dental Systems S.r.l. merged into Dentsply Italia S.r.l. in 2018 (the surviving entity is now DSI). Under the SPA, a portion of the purchase price equal to €7 million was required to be deposited into an escrow account (the “Escrow Account”) and released to Mr. Gobbetti and the other sellers upon the satisfaction of certain conditions, including the delivery by July 2013 of a new prototype of an MHT S.p.A. camera which had to meet certain specifications. In connection with the closing of the share purchase transaction, the SPA was supplemented by a Facility Agreement, also dated October 8, 2012 (the “FA”), which specifically set out the mechanics of payment and release of the proceeds of the Escrow Account. The Austrian notary public, Mr. Gottfried Schachinger, acting as escrow agent, Mr. Gobbetti, and SIRONA Holdings GmbH, an affiliate of Sirona Dental Systems, Inc. which paid the €7 million into the Escrow Account, were parties to the FA. The FA is subject to Austrian law and to the jurisdiction of the Court of Salzburg in Austria.
Mr. Gobbetti claims that he is entitled to receive the €7 million outstanding balance of the purchase price under the SPA, plus €21 million for damages incurred as a consequence of the failure to make the payment. Mr. Gobbetti claims that he has a right to receive the full purchase price under the SPA even if the conditions set out in the SPA to deliver a prototype of the MHT S.p.A. camera by July 2013 were not met. On May 15, 2023, DSI filed its initial statement of defense denying that Mr. Gobbetti and the other sellers were entitled to receive the funds deposited in the Escrow Account and further disputing the allegations. Following the constitution of the arbitral tribunal, hearings were held on September 13, 2023 and January 19, 2024, to illustrate and discuss the positions of the parties. The parties also developed their arguments in several rounds of defensive briefs. The final submissions were completed on April 15, 2024, and the final hearing for discussion took place on May 8, 2024. On July 22, 2024, the arbitral tribunal rejected all of Mr. Gobbetti’s claims, ruling that the Company had met its contractual obligations under the SPA, particularly regarding the balance of the purchase price. The arbitral tribunal also dismissed Mr. Gobbetti’s claims in tort and those pertaining to the FA for lack of jurisdiction and lack of capacity for the Company to be sued. The arbitral tribunal observed that such claims should have been brought against SIRONA Holdings GmbH, which is a party to the FA but not to the SPA, before the Court of Salzburg in Austria based on the jurisdictional clause of the FA.
Mr. Gobbetti appealed the ruling of the arbitral tribunal on December 2, 2024 before the Court of Appeals of Milan, Italy (the “Court of Appeals”) arguing that the ruling is null and void. According to Mr. Gobbetti, the arbitral tribunal did not grant him appropriate defense rights under the Italian Civil Code and did not fully address the merits of his claims, despite acknowledging jurisdiction. Mr. Gobbetti asked the Court of Appeals to directly sentence DSI to pay the €7 million, plus damages of €21 million and interest accruing until the time of payment. On April 17, 2025, DSI filed its statement of defense, asking the Court of Appeals to reject Mr. Gobbetti’s appeal and confirm the arbitral award in its entirety. A final discussion hearing took place before the Court of Appeals on March 4, 2026, and on May 26, 2026, the Court of Appeals announced its decision in which it rejected Mr. Gobbetti’s appeal and ordered him to pay legal costs to DSI based on an official Italian legal tariff. On July 28, 2026, DSI served the decision of the Court of Appeals on Mr. Gobbetti, who appealed to the Supreme Court of Cassation, the highest court of appeal, on October 26, 2026. DSI has until December 7, 2026 to file its response to Mr. Gobbetti’s appeal.
Except as noted above, no specific amounts of damages have been alleged in these lawsuits. The Company will continue to incur legal fees in connection with these pending cases, including expenses for the reimbursement of legal fees of present and former officers and directors under indemnification obligations. The expense of continuing to defend such litigation may be significant. The Company intends to defend these lawsuits vigorously, although the Company may elect to settle certain
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litigation matters, but there can be no assurance that the Company will be successful in any defense or that matters can be settled on terms favorable to the Company. If any of the lawsuits are decided adversely, the Company may be liable for significant damages directly or under its indemnification obligations, which could adversely affect the Company’s business, results of operations and cash flows. At this stage, the Company has accrued losses which are deemed probable, along with related insurance receivables, but the Company is unable to assess whether any material loss or adverse effect incremental to the liabilities disclosed above is reasonably possible as a result of these lawsuits or estimate the range of any potential loss.
IRS Examination
The Internal Revenue Service (“IRS”) is conducting an examination of the Company’s U.S. federal income tax returns for the tax years 2015 and 2016. The Company received a Notice of Proposed Adjustment in April 2023 and a Revenue Agent Report in January 2024 from the IRS examination team proposing an adjustment related to an internal reorganization completed in 2016 with respect to the integration of certain operations of Sirona Dental Systems, Inc. following its acquisition in 2016. Although the proposed adjustment does not result in any additional federal income tax liability for the internal reorganization, if sustained, the proposed adjustment would result in the Company owing additional federal income taxes on a distribution of $451 million related to a stock redemption that occurred after the internal reorganization was completed in 2016. The proposed adjustment, if sustained, would also result in a loss of foreign tax credits carried forward to later tax years. The Company believes that it accurately reported the federal income tax consequences of the internal restructuring and stock redemption in its tax returns and in April 2024, submitted an administrative protest with the IRS Independent Office of Appeals contesting the examination team’s proposed adjustments. The IRS examination team provided the Company with a rebuttal to the Company’s administrative protest during August 2024 and informed the Company that the dispute would be forwarded to the IRS Independent Office of Appeals.
German Tax Matter
The General Public Prosecutor’s Office Frankfurt am Main is investigating a series of intercompany loans implemented in 2016 and 2017 as part of the post-merger integration activities of DENTSPLY International Inc. and Sirona Dental Systems, Inc. The Company is cooperating with the investigation. The Company believes that the transactions at issue complied with all applicable German laws. No charges have been filed against the Company or any individuals. Concurrently with the investigation, the Company is under audit in Germany for fiscal years 2014 through 2021, a portion of which overlaps with the period and subject of investigation. The final resolution of these matters remains uncertain. An unfavorable outcome could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows.
The Company intends to vigorously defend its positions and pursue related appeals in the above-described pending matters and believes it is more likely than not that its positions will be sustained, although the Company may elect to settle certain matters. Unless otherwise disclosed herein, the Company has not accrued losses for these matters because the Company does not believe the risk of loss is probable and cannot estimate the range of any potential loss with any reasonable degree of accuracy.
In addition to the matters disclosed above, the Company is, from time to time, subject to a variety of litigation and similar proceedings incidental to its business. These legal matters primarily involve claims for damages arising out of the use of the Company’s products and services and claims relating to intellectual property matters including patent infringement, employment matters, tax matters, commercial disputes, competition, sales, and trading practices, personal injury, and insurance coverage. The Company may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, divested businesses. Some of these lawsuits may include claims for punitive and consequential, as well as compensatory, damages. Except as otherwise noted, the Company generally cannot predict what the eventual outcome of the above-described pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter may be. Based upon the Company’s experience, current information, and applicable law, it does not believe that these proceedings and claims will have a material adverse effect on its consolidated results of operations, financial position, or liquidity. However, 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 the Company’s business, financial condition, results of operations, or liquidity.
While the Company maintains general, product, property, workers’ compensation, automobile, cargo, aviation, crime, fiduciary, cyber, and directors’ and officers’ liability insurance up to certain limits that cover certain of these claims, this insurance may be insufficient or unavailable to cover such losses. In addition, while the Company believes it is entitled to
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indemnification from third parties for some of these claims, these rights may also be insufficient or unavailable to cover such losses.
Commitments
Purchase Commitments
The Company has certain non-cancelable future commitments primarily related to long-term supply contracts for key components and raw materials and cloud-services agreements supporting the Company’s digital platform. At September 30, 2026, non-cancelable purchase commitments were as follows:
| (in millions) | ||||||||
| 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
The above information should be read in conjunction with Part II, Item 7 “Contractual Obligations” and Part II, Item 8, Note 21, Commitments and Contingencies, in the 2025 Form 10-K.
Off-Balance Sheet Arrangements
As of September 30, 2026, the Company had no material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources other than certain items disclosed in the sections above.
Indemnification
In the normal course of business to facilitate sales of the Company’s products and services, the Company indemnifies certain parties, including customers, vendors, lessors, services providers, and others, with respect to certain matters, including, but not limited to, services to be provided by or for the Company, and intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its current and former directors and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim.
It is not possible to make a reasonable estimate of the maximum potential amount of indemnification under these indemnification agreements due to the unique facts and circumstances involved in the various matters which give rise to indemnification claims and the particular terms of each agreement. However, to the extent that valid indemnification claims arise in the future, future payments by the Company could be significant and could have a material adverse effect on the Company’s results of operations or cash flows in a particular period.
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NOTE 15 – SUBSEQUENT EVENTS
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
Information included in or incorporated by reference in this Form 10-Q, and other filings with the SEC and the Company’s press releases or other public statements, contains or may contain forward-looking statements. Please refer to the discussion under the header “Forward-Looking Statements and Associated Risks” in the forepart of this Form 10-Q.
Company Profile
DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the “Company”), is the world’s largest diversified manufacturer of professional dental products and technologies, with a 139-year history of innovation and service to the dental industry and a vision of improving oral health and continence care globally. Dentsply Sirona develops, manufactures, and markets comprehensive solutions, including technologically advanced dental equipment supported by cloud-enabled software solutions as well as dental products and healthcare consumable products in urology and enterology under a strong portfolio of world-class brands. Dentsply Sirona’s innovative products provide high-quality, effective, and connected solutions to advance patient care and deliver better, safer, and faster dentistry. Dentsply Sirona’s worldwide headquarters is located in Charlotte, North Carolina. The Company’s shares of common stock are listed in the United States on the Nasdaq stock market under the symbol XRAY.
BUSINESS
Segment Descriptions
Connected Technology Solutions (“CTS”)
This segment includes the design, manufacture, and sales of the Company’s dental technology and equipment products. These products include the Equipment & Instruments and CAD/CAM product categories. Dental CAD/CAM technologies are products designed for dental professionals to support numerous digital workflows for procedures such as dental restorations through integrations with DS Core, our cloud-based platform.
Essential Dental Solutions (“EDS”)
This segment includes the development, manufacture, and sales of the Company’s value-added endodontic, restorative, and preventive consumable products and small equipment used by dental professionals for the treatment of patients. Offerings in this segment also include specialized treatment products including products used in the creation of dental appliances.
Orthodontic and Implant Solutions (“OIS”)
This segment includes the design, manufacture, and sales of the Company’s various digital implant systems and innovative dental implant products, digital dentures, and digital orthodontic solutions. Offerings in this segment also include application of our digital services and technology, including those provided by DS Core, our cloud-based platform.
Wellspect Healthcare (“Wellspect”)
This segment includes the design, manufacture, and sales of the Company’s innovative continence care solutions for both urinary and bowel management. Wellspect Healthcare is a leading global manufacturer and provider of innovative medical devices, including catheters to help people suffering from urinary retention and advanced irrigation systems to help people suffering from chronic or severe constipation, which combine a high degree of user convenience, clinical effectiveness and connectivity into one smart system.
The impact of global economic conditions
Various headwinds are expected to weigh on global growth for the remainder of 2026, due in large part to increasing uncertainties related to global trade policies and inflation. Changes in trade policy, supply chain constraints, higher energy costs, labor shortages, and geopolitical tensions have all contributed to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates.
The challenging macroeconomic conditions have impacted consumer confidence, the ability and willingness of clinicians to obtain financing to purchase equipment, and consumer discretionary spending for elective procedures, leading to adverse impacts on the Company’s results of operations, particularly in the United States. The Company has taken actions to attempt to mitigate the effects of challenging macroeconomic conditions and may take further actions in the future.
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Recent tariff policies
As disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), the Company’s business is subject to risks related to, among other factors, tariffs and other trade protection measures put in place by the United States and other countries. The U.S. government has implemented and could further implement various tariffs on the importation of certain goods from certain countries, a number of which are or may be applicable to the Company’s supply chain, operations, and sales. Tariffs enacted or proposed by the Trump Administration, together with retaliatory tariffs imposed by other countries, could make it significantly more difficult or costly for the Company to import certain products or materials to the United States, or export products or materials from the United States to other countries. Further, these tariffs remain subject to evolving modifications and court challenges. Currently, a small portion of the products, materials, and components used in our products are imported from China, and a significant number of dental technology and equipment products that we sell in the United States are manufactured in Europe. Europe is also a significant market for sales of our products, including certain consumable products made in the United States, while sales in China represent less than 5% of the Company’s global sales on an annual basis. The Company received approximately $44 million of refunds in the second quarter of 2026 and approximately $3 million of refunds in the third quarter of 2026 for its prior payment of U.S. tariffs imposed under the International Emergency Economic Powers Act on goods imported into the United States following legal and regulatory developments affecting the administration of those tariffs. While these refunds favorably impacted the Company’s results of operations and cash flows during the second and third quarters of 2026 and the nine months ended September 30, 2026, the future effect of tariffs and trade policies on the Company’s business remains uncertain. We continue to monitor and evaluate the ongoing and potential impacts on our supply chain, costs, net sales, and profitability of the tariffs, changes in trade policy, whether implemented or proposed, and court rulings on the legality of certain tariffs. We have executed actions and continue to evaluate additional strategies to mitigate such impacts, including competitive pricing strategies to offset tariffs and evaluating alternative sourcing options to minimize products sourced from high tariff rate countries, both for existing products and to support new product development. It is difficult to predict with reasonable certainty the impact on our results of operations and customers’ demand for our products from incremental tariffs, changes in trade policy, and related court rulings. For additional information, see Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.
The impact of geopolitical conflicts
Geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from the conflicts in the Middle East and the Russia-Ukraine conflict. Overall, the Company’s operations in the Middle East, Russia, and Ukraine have not been materially impacted by these conflicts.
Geopolitical conditions in the Middle East have adversely impacted our business, including by contributing to lower revenue in certain markets in the region. The Company’s operations have not been materially impacted by these geopolitical conditions, but such conditions may result in future disruptions to our operations. We continue to monitor these developments and take actions to mitigate their impact on our operations.
The Company’s operations in Israel consist of two manufacturing facilities for implants products, with one site in northern Israel and one site in southern Israel, both of which remain open and continue to operate normally. For the nine months ended September 30, 2026, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and approximately 15% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $130 million as of September 30, 2026, consisting primarily of acquired technology, property, plant and equipment, inventory, and cash associated with our operations in the country.
In February 2022, because of the invasion of Ukraine by Russia, the United States, the European Union, and certain other countries imposed economic sanctions on certain Russian financial institutions and businesses and export controls on the export of certain products to Russia. Due to the medical nature of our products, the current sanctions and export controls have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the nine months ended September 30, 2026, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $93 million as of September 30, 2026. These net assets include $51 million of cash and cash equivalents held within Russia as of September 30, 2026, as well as inventory and trade accounts receivable. Due to currency control measures imposed by the Russian government, which include restrictions on the ability of companies to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia, we continue to be limited in our ability to transfer this cash balance out of Russia without incurring substantial costs. Additionally, beginning in September 2024, as a result of further restrictions by European financial institutions on receiving payments from Russia, our capacity to receive intercompany
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payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes.
Distribution arrangements
Following a strategic shift in inventory management in partnership with distributors, changes in the Company’s distribution model, including a reduced emphasis on distributor-held inventory, will likely increase variability in ordering patterns and contribute to fluctuations in net sales and operating income.
RESULTS OF OPERATIONS, THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 COMPARED TO THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
Net Sales
The Company presents net sales comparing the current-year periods to the prior-year periods. In addition, the Company also presents changes in net sales on a constant currency basis, which is a Non-GAAP measure. The Company defines “constant currency” as the reported net sales adjusted for the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior period’s currency exchange rates.
Constant currency is an important internal measure for the Company, and its senior management receives a monthly analysis of operating results that includes constant currency. The performance of the Company is measured on this metric along with other performance metrics.
The Company discloses changes in constant currency to allow investors to evaluate the performance of the Company’s operations exclusive of the impact of foreign currency changes that may impact the comparability of results from period to period and may not be indicative of past or future performance of the normal operations of the Company. The Company believes that this supplemental information is helpful in understanding underlying net sales trends. The Company’s measure of constant currency may differ from those used by other companies and should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The Company’s geographic regions for reporting net sales consist of countries in (i) North and South America (“Americas”), (ii) Europe, the Middle East, and Africa (“EMEA”), and (iii) Asia Pacific (“APAC”). Prior period net sales amounts have been recast to conform to the current period presentation, reflecting a shift to a regional geographic presentation, which aligns with how the Company manages commercial activities and reports net sales internally. The change in regional geographic presentation was effective as of January 1, 2026. This change did not impact the Company’s consolidated financial statements.
Net Sales by Segment
Net sales by segment and percentage changes in net sales as reported and on a constant currency basis were as follows:
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| Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales by Segment | (in millions, except percentages) | Three Months Ended September 30, 2026 vs. 2025 | |||||||||||||||||||||||||||||||||||||||||||||
| Americas | EMEA | APAC | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | As Reported1 | Constant Currency1 | As Reported | Constant Currency | As Reported | Constant Currency | As Reported | Constant Currency | ||||||||||||||||||||||||||||||||||||||
| Connected Technology Solutions | $ | 230 | $ | 259 | (11.0)% | (10.1)% | (21.6)% | (21.9)% | (5.5)% | (4.2)% | (4.7)% | (2.5)% | |||||||||||||||||||||||||||||||||||
| Essential Dental Solutions | 343 | 357 | (4.0)% | (3.6)% | (0.6)% | (0.8)% | (7.7)% | (6.5)% | (4.4)% | (4.2)% | |||||||||||||||||||||||||||||||||||||
| Orthodontic and Implant Solutions | 171 | 205 | (16.6)% | (16.2)% | (22.9)% | (23.1)% | (13.5)% | (12.3)% | (7.3)% | (7.2)% | |||||||||||||||||||||||||||||||||||||
| Wellspect Healthcare | 92 | 83 | 10.1% | 11.0% | 77.3% | 78.6% | 1.2% | 2.0% | (1.0)% | 4.1% | |||||||||||||||||||||||||||||||||||||
| Total | $ | 836 | $ | 904 | (7.6)% | (7.0)% | (9.4)% | (9.6)% | (6.7)% | (5.6)% | (5.2)% | (4.3)% | |||||||||||||||||||||||||||||||||||
| (1) Constant currency sales are a Non-GAAP measure in which the reported net sales are adjusted for the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior period’s currency exchange rates. The foreign currency impact is the only reconciling item between as reported and constant currency sales. | |||||||||||||||||||||||||||||||||||||||||||||||
| Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales by Segment | (in millions, except percentages) | Nine Months Ended September 30, 2026 vs. 2025 | |||||||||||||||||||||||||||||||||||||||||||||
| Americas | EMEA | APAC | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | As Reported1 | Constant Currency1 | As Reported | Constant Currency | As Reported | Constant Currency | As Reported | Constant Currency | ||||||||||||||||||||||||||||||||||||||
| Connected Technology Solutions | $ | 715 | $ | 737 | (2.9)% | (5.7)% | (9.3)% | (11.0)% | (0.4)% | (5.1)% | 2.3% | 2.5% | |||||||||||||||||||||||||||||||||||
| Essential Dental Solutions | 1,069 | 1,097 | (2.5)% | (5.2)% | (3.4)% | (4.2)% | (3.2)% | (8.3)% | 3.5% | 1.9% | |||||||||||||||||||||||||||||||||||||
| Orthodontic and Implant Solutions | 567 | 648 | (12.5)% | (14.8)% | (24.6)% | (25.0)% | (1.3)% | (6.0)% | (8.7)% | (9.9)% | |||||||||||||||||||||||||||||||||||||
| Wellspect Healthcare | 263 | 237 | 10.6% | 6.2% | 14.7% | 16.6% | 10.0% | 4.6% | 6.3% | 9.6% | |||||||||||||||||||||||||||||||||||||
| Total | $ | 2,614 | $ | 2,719 | (3.9)% | (6.6)% | (9.8)% | (10.6)% | —% | (4.9)% | (0.3)% | (1.1)% | |||||||||||||||||||||||||||||||||||
| (1) Constant currency sales are a Non-GAAP measure in which the reported net sales are adjusted for the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior period’s currency exchange rates. The foreign currency impact is the only reconciling item between as reported and constant currency sales. | |||||||||||||||||||||||||||||||||||||||||||||||
Total net sales
The net sales decrease on a constant currency basis for the three months ended September 30, 2026 was driven by lower volumes of OIS products in all regions, primarily implant products and the absence of the Byte business, lower volumes of CTS products in the Americas following a strategic shift in inventory management in partnership with distributors, and lower volumes of endodontic products in EMEA. The decrease was partially offset by higher volumes of Wellspect products.
The net sales decrease on a constant currency basis for the nine months ended September 30, 2026 was driven by lower volumes of EDS and OIS products, the absence of the Byte business, and lower volumes of CTS products in the Americas and EMEA. The lower volumes of CTS products in the Americas were driven by a strategic shift in inventory management in
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partnership with distributors. The decrease was partially offset by higher volumes of Wellspect products.
Connected Technology Solutions
The net sales decrease on a constant currency basis for the three months ended September 30, 2026 was driven by lower volumes of CAD/CAM products in the Americas. The decrease was partially offset by higher volumes of CAD/CAM products in APAC. CAD/CAM products held by distributors in the three months ended September 30, 2026 decreased approximately $9 million from June 30, 2026, compared to an increase of approximately $20 million in the three months ended September 30, 2025 from June 30, 2025. Imaging products held by distributors in the three months ended September 30, 2026 decreased approximately $3 million from June 30, 2026, compared to a decrease of approximately $1 million in the three months ended September 30, 2025 from June 30, 2025.
The net sales decrease on a constant currency basis for the nine months ended September 30, 2026 was driven by lower volumes in the Americas and EMEA. The decrease was partially offset by higher volumes of CAD/CAM products in APAC. CAD/CAM products held by distributors in the nine months ended September 30, 2026 decreased approximately $20 million from December 31, 2025, compared to an increase of approximately $4 million in the nine months ended September 30, 2025 from December 31, 2024. Imaging products held by distributors in the nine months ended September 30, 2026 decreased approximately $10 million from December 31, 2025 compared to no change in the nine months ended September 30, 2025 compared to December 31, 2024.
Distributor inventory levels for both CAD/CAM and imaging products at September 30, 2026 remain below historical averages following a strategic shift in inventory management in partnership with distributors.
Essential Dental Solutions
The net sales decrease on a constant currency basis for the three months ended September 30, 2026 was driven by lower volumes of endodontics products in EMEA and unfavorable pricing, partially offset by higher volumes of endodontics products in the Americas. The decrease in volumes in EMEA was, in part, a result of volumes of products sold by distributors to retail customers exceeding volumes of products sold to distributors. We are unable to quantify the impact to net sales of the decrease in volumes in EMEA for the three months ended September 30, 2026. Changes in inventory levels held by EMEA distributors are expected to impact the amount and timing of net sales in future periods.
The net sales decrease on a constant currency basis for the nine months ended September 30, 2026 was driven by lower volumes in EMEA and the Americas. The decrease was partially offset by favorable pricing in EMEA and higher volumes in APAC. The decrease in volumes in EMEA was, in part, a result of volumes of products sold to retail customers exceeding inventory volumes of products sold to distributors. We are unable to quantify the impact to net sales of the decrease in volumes in EMEA for the nine months ended September 30, 2026. Changes in inventory levels held by EMEA distributors are expected to impact the amount and timing of net sales in future periods.
Orthodontic and Implant Solutions
The net sales decrease on a constant currency basis for the three and nine months ended September 30, 2026 was driven by lower volumes of implant products and the absence of the Byte business.
Wellspect Healthcare
The net sales increase on a constant currency basis for the three and nine months ended September 30, 2026 was driven by higher product volumes, partially due to new product introductions.
Gross Profit
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 443 | $ | 441 | $ | 2 | 0.3 | % | $ | 1,363 | $ | 1,397 | $ | (34) | (2.5 | %) | ||||||||||||||||||||||||||||||||||
| Gross profit as a percentage of net sales | 52.9 | % | 48.8 | % | 410 bps | 52.1 | % | 51.4 | % | 70 bps | ||||||||||||||||||||||||||||||||||||||||
Percentages are based on actual values and may not reconcile due to rounding.
The increase in gross profit as a percentage of net sales for the three months ended September 30, 2026 was driven by a $39 million reduction to cost of products sold related to the cumulative change in estimate to eliminate profit in inventory associated with intercompany transactions, favorable manufacturing absorption, and favorable manufacturing scrap. The increase was partially offset by lower volumes in the OIS, CTS, and EDS segments and unfavorable distribution costs.
The increase in gross profit as a percentage of net sales for the nine months ended September 30, 2026 was driven by tariff refunds, favorable foreign currency impacts, and a $39 million reduction to cost of products sold related to the cumulative change in estimate to eliminate profit in inventory associated with intercompany transactions. The increase was partially offset by lower net sales volumes in the OIS, CTS, and EDS segments.
Operating Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative (“SG&A”) expenses | $ | 363 | $ | 355 | $ | 8 | 2.3 | % | $ | 1,078 | $ | 1,055 | $ | 23 | 2.1 | % | ||||||||||||||||||||||||||||||||||
| Research and development (“R&D”) expenses | 42 | 37 | 5 | 14.9 | % | 131 | 110 | 21 | 19.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | 3 | 262 | (259) | NM | 3 | 497 | (494) | NM | ||||||||||||||||||||||||||||||||||||||||||
| Restructuring and other (income) expenses | (2) | 5 | (7) | NM | 67 | 18 | 49 | NM | ||||||||||||||||||||||||||||||||||||||||||
| SG&A as a percentage of net sales | 43.4 | % | 39.4 | % | 400 bps | 41.2 | % | 38.8 | % | 240 bps | ||||||||||||||||||||||||||||||||||||||||
| R&D as a percentage of net sales | 5.0 | % | 4.1 | % | 90 bps | 5.0 | % | 4.0 | % | 100 bps | ||||||||||||||||||||||||||||||||||||||||
Percentages are based on actual values and may not reconcile due to rounding.
NM - Not meaningful
Selling, General, and Administrative Expenses
The increase in SG&A expenses for the three months ended September 30, 2026 was driven by training expense from clinical education investments and bad debt expense, partially offset by lower professional service costs.
The increase in SG&A expenses for the nine months ended September 30, 2026 was due to unfavorable foreign currency impacts and bad debt expense, partially offset by lower headcount and professional service costs.
Research and Development Expenses
For the three and nine months ended September 30, 2026, R&D expenses increased consistent with the Company’s stated plan to increase allocation of capital to R&D, primarily focused on expanding DS Core to support digital workflows across the Company’s product portfolio and accelerating key projects in all segments. The Company expects a level of investment in R&D of approximately 5% of annual net sales in 2026.
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Goodwill and Intangible Asset Impairments
For the three and nine months ended September 30, 2026, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $2 million and $1 million for the Orthodontic and Implant Solutions and Essential Dental Solutions segments, respectively.
Restructuring and Other (Income) Expenses
The Company recorded restructuring and other (income) expenses of $(2) million and $67 million for the three and nine months ended September 30, 2026, and $5 million and $18 million for the three and nine months ended September 30, 2025. The expenses in 2026 consisted primarily of severance costs in conjunction with the restructuring plan announced on February 26, 2026. The expenses in 2025 primarily consisted of costs in connection with furthering the execution of various restructuring initiatives announced in prior years.
Segment Adjusted Operating Income (loss)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
(in millions, except percentages)(a) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Connected Technology Solutions | $ | (3) | $ | 10 | $ | (13) | (130.0 | %) | $ | (11) | $ | 29 | $ | (40) | (138.5 | %) | ||||||||||||||||||||||||||||||||||
| Essential Dental Solutions | 141 | 116 | 25 | 21.6 | % | 420 | 403 | $ | 17 | 4.1 | % | |||||||||||||||||||||||||||||||||||||||
| Orthodontic and Implant Solutions | (1) | 22 | (23) | (104.5 | %) | 28 | 104 | $ | (76) | (73.0 | %) | |||||||||||||||||||||||||||||||||||||||
| Wellspect Healthcare | 25 | 28 | (3) | (10.7 | %) | 72 | 78 | $ | (6) | (8.9 | %) | |||||||||||||||||||||||||||||||||||||||
Percentages are based on actual values and may not reconcile due to rounding.
(a) See Note 6, Segment Information, in the Notes to Unaudited Interim Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a reconciliation from segment adjusted operating income to consolidated US GAAP income.
Connected Technology Solutions
The decrease in segment adjusted operating income for the three and nine months ended September 30, 2026 is due to lower sales volumes and mix, as well as unfavorable pricing, partially offset by lower customer incentives.
Essential Dental Solutions
The increase in segment adjusted operating income for the three months ended September 30, 2026 is due to favorable pricing, tariff refunds, and lower headcount and professional service costs, partially offset by lower sales volumes and unfavorable product mix.
The increase in segment adjusted operating income for the nine months ended September 30, 2026 is due to favorable pricing, tariff refunds, lower headcount and professional service costs, and favorable foreign currency impacts, partially offset by lower sales volumes and unfavorable product mix.
Orthodontic and Implant Solutions
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The decrease in segment adjusted operating income for the three months ended September 30, 2026 is due to lower sales volumes, unfavorable product mix, and the absence of net sales of Byte products in 2026. The decrease was partially offset by lower professional service costs.
The decrease in segment adjusted operating income for the nine months ended September 30, 2026 is due to lower sales volumes, unfavorable product mix, and the absence of net sales of Byte products in 2026. The decrease was partially offset by favorable headcount costs and lower tariff expenses.
Wellspect Healthcare
The decrease in segment adjusted operating income for the three months ended September 30, 2026 is due to higher headcount and advertising costs, partially offset by higher sales volumes.
The decrease in segment adjusted operating income for the nine months ended September 30, 2026 is due to higher headcount and advertising costs, as well as additional promotional activity, partially offset by higher sales volumes, favorable product mix and the benefit of foreign currency.
Other Income and Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ Change | % Change | 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | $ | 25 | $ | 23 | $ | 2 | 7.1 | % | $ | 71 | $ | 66 | $ | 5 | 7.6 | % | ||||||||||||||||||||||||||||||||||
| Other income, net | (14) | (11) | (3) | NM | (43) | (10) | (33) | NM | ||||||||||||||||||||||||||||||||||||||||||
| Net interest and other expense (income) | $ | 11 | $ | 12 | $ | (1) | $ | 28 | $ | 56 | $ | (28) | ||||||||||||||||||||||||||||||||||||||
Percentages are based on actual values and may not reconcile due to rounding.
NM - Not meaningful
Interest expense, net
Interest expense, net for the three and nine months ended September 30, 2026 increased compared to the three and nine months ended September 30, 2025, primarily due to higher commercial paper balances.
Other income, net
Other income, net for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ Change | 2026 | 2025 | $ Change | |||||||||||||||||||||||||||||||||||
| Foreign exchange (loss) | $ | (15) | $ | (13) | $ | (2) | $ | (40) | $ | (13) | $ | (27) | |||||||||||||||||||||||||||||
| Defined benefit pension plan expenses | 1 | 3 | (2) | 4 | 5 | (1) | |||||||||||||||||||||||||||||||||||
| Other non-operating (income) expense | — | (1) | 1 | (7) | (2) | (5) | |||||||||||||||||||||||||||||||||||
| Other income, net | $ | (14) | $ | (11) | $ | (3) | $ | (43) | $ | (10) | $ | (33) | |||||||||||||||||||||||||||||
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Income Taxes and Net Income
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (in millions, except percentages) | 2026 | 2025 | $ Change | 2026 | 2025 | $ Change | ||||||||||||||||||||||||||||||||
| (Benefit) provision for income taxes | $ | 29 | $ | 198 | $ | (169) | $ | 33 | $ | 114 | $ | (81) | ||||||||||||||||||||||||||
| Effective income tax rate | 112.4 | % | (86.5 | %) | 58.3 | % | (33.6 | %) | ||||||||||||||||||||||||||||||
| Net income (loss) attributable to Dentsply Sirona | $ | (2) | $ | (427) | $ | 425 | $ | 25 | $ | (452) | $ | 477 | ||||||||||||||||||||||||||
| Diluted (loss) earnings per common share | $ | (0.01) | $ | (2.14) | $ | 0.12 | $ | (2.27) | ||||||||||||||||||||||||||||||
Percentages are based on actual values and may not reconcile due to rounding.
Provision for income taxes
The effective tax rates for the three months ended September 30, 2026 and 2025 were 112.4% and (86.5%), respectively. The effective tax rates for the nine months ended September 30, 2026 and 2025 were 58.3% and (33.6%), respectively. The increase in the effective tax rate for both the three and nine month periods is primarily driven by increases in valuation allowances on certain deferred tax assets in the United States, Germany, Switzerland, and Luxembourg, the loss of certain U.S. tax benefits, and limitations on the utilization of foreign tax credits, as well as the impact of prior-year impairments and associated valuation allowance changes.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There were no material changes to the critical accounting policies and estimates as disclosed in the 2025 Form 10-K, except as follows:
Indefinite-Lived Intangible Assets
Indefinite-lived intangible assets consist of trade names, trademarks, and in-process R&D. Indefinite-lived intangible assets are tested for impairment annually at April 1 or more frequently if events or circumstances indicate that the carrying value may be impaired, or if a decision is made to sell, discontinue, or divest a business. Judgment is involved in determining if an indicator of impairment has occurred during the year. Such indicators may include a decline in expected cash flows, unanticipated competition, increased interest rates, or slower growth rates, among others.
Impairment Test Results
For the three months ended September 30, 2026, the Company considered qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of impairment of goodwill or indefinite-lived intangible assets. Due to the lower-than-expected results for the product lines associated with various intangible assets, review of the indefinite-lived intangible assets using a consistent methodology as that which was used for the annual test, indicated a decline in fair value as of September 30, 2026 due to lower volumes for the Company’s equipment and implant products. As a result, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $2 million and $1 million for the Orthodontic and Implant Solutions and Essential Dental Solutions segments, respectively, for the three months ended September 30, 2026.
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For further information see Note 13, Goodwill and Intangible Assets, in the Notes to Unaudited Interim Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.
LIQUIDITY AND CAPITAL RESOURCES
| Nine Months Ended September 30, | ||||||||||||||||||||
| (in millions) | 2026 | 2025 | $ Change | |||||||||||||||||
| Cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 171 | $ | 134 | $ | 37 | ||||||||||||||
| Investing activities | (135) | (87) | (48) | |||||||||||||||||
| Financing activities | (158) | 19 | (177) | |||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (9) | 25 | (34) | |||||||||||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (131) | $ | 91 | $ | (222) | ||||||||||||||
Cash provided by operating activities increased compared to the nine months ended September 30, 2025, driven by higher net income, which included $47 million related to tariff refunds received from the U.S. government and lower accounts receivable. At September 30, 2026, the number of days for sales outstanding in accounts receivable increased by 2 days to 64 days as compared to 62 days at December 31, 2025, and the number of days of sales in inventory increased by 21 days to 152 days at September 30, 2026 as compared to 131 days at December 31, 2025.
Cash used in investing activities increased compared to the nine months ended September 30, 2025, primarily driven by higher capital expenditures. The Company estimates capital expenditures to be in the range of approximately $165 million to $185 million for the full year 2026 and expects these investments to include expenditures for supply chain equipment upgrades and capacity expansion to support product innovation, DS Core enhancements, and the global Enterprise Resource Planning system implementation.
Cash used in financing activities increased compared to the nine months ended September 30, 2025 as the prior‑year period included cash inflows provided by the issuance of $550 million of long-term borrowings, a portion of which was used to repay the 364-day bridge loan and other short-term borrowings. The increase is also driven by repayments on long-term borrowings and share repurchases, partially offset by lower dividends paid.
On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. At September 30, 2026, $1.2 billion of authorization remains available for future share repurchases. For the three and nine months ended September 30, 2026, the Company repurchased approximately 1.2 million and 2.5 million outstanding shares of common stock through open market purchases at a cost of approximately $13 million and $25 million. Additional share repurchases, if any, may be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions, or other transactions in such amounts and at such times as the Company considers appropriate based upon prevailing market and business conditions and other factors.
On February 23, 2026, the Company’s Board of Directors eliminated the declaration of quarterly dividends on the Company’s common stock starting in the quarter ending March 31, 2026.
At September 30, 2026, the Company had $503 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility. The Company’s borrowing capacity includes a $700 million multi-currency credit facility which expires in May 2028. The Company also has access to an aggregate $700 million under a U.S. dollar commercial paper facility. The $700 million revolver serves as a back-up to the commercial paper facility. Thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $700 million. The Company had $215 million in outstanding borrowings under the commercial paper facility at September 30, 2026, resulting in $485 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $18 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At September 30, 2026, the Company had less than $1 million outstanding under short-term borrowing arrangements.
47
The Company’s revolving credit facility and senior notes contain certain covenants relating to the Company’s operations and financial condition. As of September 30, 2026, the Company entered into an amendment to its credit agreement, which is intended to provide the Company with additional flexibility to maintain compliance with its debt covenants. At September 30, 2026, the Company was in compliance with these covenants, as amended. See Note 12, Financing Arrangements, in the Notes to the Unaudited Interim Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.
The Company expects on an ongoing basis to be able to finance operating cash requirements, capital expenditures, and debt service from the current cash, cash equivalents, cash flows from operations and amounts available under its existing borrowing facilities.
The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries’ operating activities and future foreign investments. The Company has the ability to repatriate cash to the United States, which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or U.S. state income taxes, and the impact of foreign currency movements. At September 30, 2026, management believed that sufficient liquidity was available in the United States and expects this to continue for the next twelve months. The Company has repatriated and expects to continue repatriating certain funds from its non-U.S. subsidiaries that are not needed to finance local operations. Repatriation activities both performed and contemplated to date have not resulted in, and are not expected to result in, any significant incremental tax liability to the Company.
The Company continues to review its debt portfolio and may refinance additional debt or add debt in the near term based on strategic capital management. The Company believes there is sufficient liquidity available for the next twelve months.
Restructuring Plans
On February 24, 2026, the Company’s Board of Directors approved a new restructuring plan (the “2026 Plan”) to improve operational performance and drive stockholder value creation. As of September 30, 2026, the Company has incurred $54 million in non-recurring restructuring charges and paid out approximately $26 million under the 2026 Plan since its inception, primarily related to employee severance payments, benefits, and other transition costs. In total, the Company expects to incur non-recurring charges in the approximate range of $60 million to $65 million related to the 2026 Plan, the majority of which will be expensed and paid in cash in 2026 and 2027. The 2026 Plan is anticipated to result in approximately $100 million in annualized cost savings. The Company intends to reinvest a portion of the anticipated savings in targeted return-to-growth initiatives, including investments in accelerated innovation, clinical education, and sales team education focused on connected dentistry.
NEW ACCOUNTING PRONOUNCEMENTS
Refer to Part I, Item 1, Note 1, Business and Basis of Presentation, in the Notes to Unaudited Interim Consolidated Financial Statements of this Form 10-Q for a discussion of recent accounting pronouncements.
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes from the information provided in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2025 Form 10-K.
Item 4 – Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
48
Changes in Internal Control Over Financial Reporting
The Company has committed to a multi-year project to implement a new ERP system using a global platform. The implementation is underway and is expected to continue to occur in phases over the next several years. In connection with the ERP implementation, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures.
Except with respect to the continued implementation of the new ERP and consolidations systems, there have been no changes in our internal control over financial reporting during the three and nine months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to evaluate any further changes that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting over the course of the implementation of the new ERP system and other related systems.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Refer to Part I, Item 1, Note 14 Contingencies and Commitments, in the Notes to Unaudited Interim Consolidated Financial Statements of this Form 10-Q.
Item 1A – Risk Factors
There have been no material changes to the risk factors as disclosed in Part I, Item 1A, “Risk Factors” in the Company’s 2025 Form 10-K.
Item 2 – Unregistered Sales of Securities and Use of Proceeds
On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. At September 30, 2026, the Company had authorization to repurchase $1.2 billion in shares of common stock remaining under the share repurchase program.
During the three months ended September 30, 2026, the Company had the following activity with respect to the share repurchase program:
| (in millions, except per share amounts) | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May yet be Purchased Under the Share Repurchase Program | ||||||||||||||||||||||
| Period | ||||||||||||||||||||||||||
| July 1, 2026 to July 31, 2026 | — | — | — | $ | 1,177 | |||||||||||||||||||||
| August 1, 2026 to August 31, 2026 | — | — | — | $ | 1,177 | |||||||||||||||||||||
| September 1, 2026 to September 30, 2026 | 1.2 | $ | 9.75 | 1.2 | $ | 1,165 | ||||||||||||||||||||
Item 5 - Other Information
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, none of the Company’s directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6 – Exhibits
| Exhibit Number | Description | |||||||
4.1 | Note Purchase Agreement Amendment No. 5, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc. and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among DENTSPLY SIRONA Inc. and the other parties thereto (1) | |||||||
4.2 | Note Purchase and Guarantee Agreement Amendment No. 5, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc., DENTSPLY DENTAL B.V. (as successor by merger to Sirona Dental Services GmbH) and each of the holders of Notes parties thereto, with respect to that certain Note Purchase and Guarantee Agreement, dated October 27, 2016, by and among DENTSPLY SIRONA Inc., Sirona Dental Services GmbH and the other parties thereto (1) | |||||||
4.3 | Note Purchase Agreement Amendment No. 5, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc. and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among DENTSPLY SIRONA Inc. and the other parties thereto (1) | |||||||
10.1 | Third Amendment to Credit Agreement, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc., the financial institutions listed on the signature pages thereof as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (1) | |||||||
31.1 | Section 302 Certification Statement of the Chief Executive Officer (Filed herewith) | |||||||
31.2 | Section 302 Certification Statement of the Chief Financial Officer (Filed herewith) | |||||||
32 | Section 906 Certification Statements (Furnished herewith) | |||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Extension Labels Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| (1) Incorporated by reference to exhibit included in the Company’s Form 8-K dated October 8, 2026, File no. 0-16211. | ||||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY SIRONA Inc.
| /s/ | Daniel T. Scavilla | November 5, 2026 | |||||||||
| Daniel T. Scavilla | Date | ||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| /s/ | John C. Fortson | November 5, 2026 | |||||||||
| John C. Fortson | Date | ||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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