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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February 23, 2026
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
Delaware | 0-16211 | 39-1434669 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| |
13320 Ballantyne Corporate Place, | Charlotte | North Carolina | 28277-3607 | |
(Address of principal executive offices) | (Zip Code) | |
(844) 848-0137
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | XRAY | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 23, 2026, upon the recommendation of the Corporate Governance and Nominating Committee (the “Governance Committee”) of the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (the “Company”), and in accordance with the Company’s By-laws, the Board approved an increase in the number of directors from 11 to 13.
Also on February 23, 2026, upon the further recommendation of the Governance Committee, the Board appointed Messrs. James D. Forbes and Brian P. McKeon to the Board, effective as of February 27, 2026. Messrs. Forbes and McKeon will hold such office until the election of directors at the 2026 annual meeting of stockholders. Mr. Forbes will serve as a member of the Compensation & Human Capital Committee of the Board. Mr. McKeon will serve as a member of the Audit and Finance Committee and the Science and Technology Committee of the Board.
Neither Mr. Forbes nor Mr. McKeon has any family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and neither has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Messrs. Forbes and McKeon will participate in the same compensation plans as the other non-employee members of the Board, as described under “Directors’ Compensation” in the Company’s definitive proxy statement filed with the SEC on April 9, 2025 for the Company’s 2025 annual meeting of stockholders.
Additionally, on February 23, 2026, Mr. Willie A. Deese notified the Board of his intent not to seek reelection to the Board at this year’s annual meeting of stockholders. Mr. Deese’s decision to resign is not the result of any disagreement with the Company.
Item 7.01 Regulation FD Disclosure
The Company’s press release announcing the appointment of Messrs. Forbes and McKeon as members of the Board and Mr. Deese’s intent not to seek reelection is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
99.1 | | DENTSPLY SIRONA Inc. Press Release Issued February 24, 2026 |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY SIRONA Inc.
| | | | | | | | |
| By: | | /s/ Daniel T. Scavilla |
| | Daniel T. Scavilla |
| | President and Chief Executive Officer |
| | |
Date: February 24, 2026
Dentsply Sirona Appoints James Forbes and Brian McKeon to Board of Directors - New directors bring decades of financial leadership and board experience to enhance strategic oversight of Return-to-Growth action plan and long-term value creation. Charlotte, N.C., February 24, 2026 – (GLOBE NEWSWIRE) - DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the "Company") (Nasdaq: XRAY) today announced the appointments of James (Jim) D. Forbes and Brian P. McKeon to its Board of Directors (the “Board”), effective February 27, 2026. Mr. Forbes is a veteran healthcare investment banker with 30 years of experience helping companies develop strategies to drive profitable growth and long-term value creation. Mr. Forbes is widely recognized for advising healthcare companies on complex strategic transactions and capital markets engagements. He most recently served as Vice Chairman of Investment Banking at Morgan Stanley, and he previously held senior executive roles at UBS and Bank of America Merrill Lynch. Mr. Forbes will serve on the Company’s Compensation & Human Capital Committee. Mr. McKeon brings deep financial and operational expertise, having served 25 years as the Chief Financial Off icer of three public companies and as a member of several public company boards of directors. Most recently, he held the position of Executive Vice President, CFO, and Treasurer and head of strategy for IDEXX Laboratories, where he helped deliver exceptional value creation with multi-year growth and expansion of key market leadership positions. Mr. McKeon will join the Company’s Audit and Finance Committee and Science and Technology Committee. “Following the recent appointment of Don Zurbay, who adds deep dental experience to the Board, the appointments of Jim and Brian mark an important next step in continuing to strengthen the Board’s strategic, financial and governance capabilities to execute our Return-to-Growth action plan,” said Gregory T. Lucier, Chairman of the Board of Dentsply Sirona. “Jim brings extensive experience advising healthcare companies on complex strategic and capital allocation decisions, while Brian contributes significant public company CFO and governance expertise. Together, their complementary perspectives will further strengthen the Board’s ability to support the management team in driving disciplined execution, operational performance and sustainable long-term growth.” “I am honored to join the Board at such an important time for the Company,” said Mr. Forbes. “I look forward to leveraging my experience in finance across the healthcare industry to support the Board and management team as they continue to strengthen the Company’s strategic capabilities and execute on its Return-to-Growth strategy.” “I am pleased to join the Board and contribute to the Company’s next phase of growth,” said Mr. McKeon. “Disciplined strategic choices, capital allocation and strong financial stewardship are essential to delivering durable shareholder value. I look forward to working with the Board and management team to enhance financial rigor and optimize capital deployment.” In connection with the Board’s ongoing refreshment process, Willie Deese has informed the Board of his desire to retire from the Board and not stand for re-election at this year’s annual shareholders’ meeting.
“Willie has been a valuable member of our Board, providing thoughtful counsel and steady leadership during a period of significant transformation,” said Mr. Lucier. “On behalf of the Board and myself personally, I want to sincerely thank him for his 15 years of service to the Company, and we are grateful for his contributions.” About James (Jim) Forbes Mr. Forbes has more than three decades of investment banking experience, with a primary focus on the healthcare sector. He has held senior leadership roles at Morgan Stanley, UBS, and Bank of America Merrill Lynch, including serving as Co-Head of Global Healthcare Investment Banking at Merrill Lynch. Over the course of his career, he has advised on financing transactions totaling more than $200 billion and executed M&A transactions exceeding $100 billion in value. Mr. Forbes has extensive expertise in capital allocation and a strong track record advising healthcare companies on complex strategic transactions. He has also served on multiple boards in connection with his investment activities, including HCA Healthcare and several private equity portfolio companies, where he provided guidance on strategic financial decisions and corporate governance matters. Mr. Forbes holds a bachelor’s degree from Loyola University Maryland, Baltimore. About Brian P. McKeon Mr. McKeon has 25 years of experience as a public company Chief Financial Officer and nearly 20 years of public company board experience. He has broad strategic, financial and operational leadership expertise across high-growth, global, and innovative companies. Most recently, he served as Executive Vice President, Chief Financial Officer, and Treasurer of IDEXX Laboratories, Inc. Mr. McKeon currently serves on the board of directors of Alkermes plc and National Veterinary Associates and previously served as a director of athenahealth, Inc. and IDEXX Laboratories, Inc. His experience spans strategy, finance, operational execution, and governance in complex public company environments. Mr. McKeon holds an M.B.A. from Harvard University, and a bachelor’s degree in accounting from the University of Connecticut. About Dentsply Sirona Dentsply Sirona is the world’s largest diversified manufacturer of professional dental products and technologies, with over a century of innovation and service to the dental industry and patients worldwide. Dentsply Sirona develops, manufactures, and markets a comprehensive solutions offering including dental and oral health products as well as other consumable medical devices 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 and safer dental care. Dentsply Sirona is headquartered in Charlotte, North Carolina. The Company’s shares are listed in the United States on Nasdaq under the symbol XRAY. Visit www.dentsplysirona.com for more information about Dentsply Sirona and its products. Contact Information Investors: Wade Moody Senior Manager, Investor Relations InvestorRelations@dentsplysirona.com