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  4. [8-K] DENTSPLY SIRONA Inc. Reports Material Event

DENTSPLY SIRONA raises debt leverage limits for 2026

The amendments combine leverage and EBITDA adjustments for two 2026 quarters with limits on new liens, subsidiary debt and restricted payments.

Filing Impact
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Form Type
8-K

Rhea-AI Filing Summary

DENTSPLY SIRONA Inc. obtained consent from the requisite lenders under its revolving credit facility and entered into a credit-agreement amendment and three note-purchase amendments. The amendments increase the maximum permitted Total Leverage Ratio and Senior Leverage Ratio for the fiscal quarters ending September 30 and December 31, 2026, and permit an additional EBITDA addback for certain cash charges or expenses incurred in those quarters.

Until delivery of a compliance certificate for the fiscal year ending December 31, 2026, the amendments generally prohibit new liens and new subsidiary debt, except for those existing before September 30, 2026, and limit restricted payments, with carveouts. During a specified period, they also add quarterly reporting on certain initiatives and related costs and savings.

The credit amendment adds a pricing level for the applicable margin and facility fee. The note amendments increase incremental interest payable if the Company’s total leverage ratio equals or exceeds specified thresholds. DENTSPLY SIRONA said the revised terms are intended to allow it to maintain compliance with its debt covenants in all material respects.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
First fiscal quarter-end covered by leverage changes September 30, 2026 Fiscal quarter ending
Second fiscal quarter-end covered by leverage changes December 31, 2026 Fiscal quarter ending
Fiscal year-end for compliance certificate December 31, 2026 Certificate delivery condition for specified restrictions
Total Leverage Ratio financial
"maximum permitted Total Leverage Ratio"
Senior Leverage Ratio financial
"maximum permitted Senior Leverage Ratio"
EBITDA financial
"additional addback to EBITDA"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
restricted payments financial
"limit restricted payments, with certain carveouts"
Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.
applicable margin financial
"new pricing level for the applicable margin"
Applicable margin is the extra percentage added to a base interest rate to calculate the actual interest a borrower pays on a floating-rate loan or credit line. Investors care because it directly affects a company’s borrowing cost—higher margins raise interest expense and reduce profit and cash flow, while lower margins make financing cheaper; think of it as a variable surcharge on a sale price that reflects the lender’s view of risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt covenant changes did XRAY make?
DENTSPLY SIRONA increased the maximum permitted Total Leverage Ratio and Senior Leverage Ratio for the fiscal quarters ending September 30 and December 31, 2026, and permitted an additional EBITDA addback for certain cash charges or expenses incurred in those quarters.

How do XRAY’s debt amendments change interest terms?
The credit amendment adds a new pricing level for the applicable margin and facility fee. The note amendments increase incremental interest payable on the notes if the Company’s total leverage ratio equals or exceeds specified thresholds.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR
0000818479false00008184792026-10-082026-10-08

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

October 8, 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareXRAYThe 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 1.01 Entry Into a Material Definitive Agreement

On October 8, 2026, DENTSPLY SIRONA Inc. (the “Company”) obtained the consent of the requisite lenders under its revolving credit facility, dated May 12, 2023, with JPMorgan Chase Bank, N.A., as administrative agent, to, among other things, amend certain provisions by entering into the Third Amendment to Credit Agreement, dated as of September 30, 2026 (the “Third Amendment to Credit Agreement”).

On October 8, 2026, the Company entered into the following agreements (collectively, the “Note Purchase Agreement Amendments”):

a.Note Purchase Agreement Amendment No. 5, dated as of September 30, 2026, by and among the Company and the noteholders party thereto with respect to the Note Purchase Agreement, dated as of December 11, 2015, by and among the Company and the other parties thereto;
b.Note Purchase and Guarantee Agreement Amendment No. 5, dated as of September 30, 2026, by and among the Company, DENTSPLY DENTAL B.V. (as successor by merger to Sirona Dental Services GmbH) and the noteholders party thereto with respect to the Note Purchase and Guarantee Agreement, dated as of October 27, 2016, by and among the Company, Sirona Dental Services GmbH and the other parties thereto; and
c.Note Purchase Agreement Amendment No. 5, dated as of September 30, 2026, by and among the Company and the noteholders party thereto with respect to the Note Purchase Agreement, dated as of June 24, 2019, by and among the Company and the other parties thereto.

Pursuant to (a) the Note Purchase Agreement Amendments, the Company and the applicable noteholders have agreed, among other things, and (b) the Third Amendment to Credit Agreement, the Company, the lenders party thereto and JPMorgan Chase Bank, N.A. have agreed, among other things, to: (i) increase the maximum permitted Total Leverage Ratio and the maximum permitted Senior Leverage Ratio, in each case for the fiscal quarters ending September 30, 2026 and December 31, 2026; (ii) permit an additional addback to EBITDA for certain cash charges or expenses incurred during the fiscal quarters ending September 30, 2026 and December 31, 2026; (iii) until the delivery of a compliance certificate with respect to the fiscal year ending December 31, 2026, (A) generally prohibit new liens and new subsidiary debt, other than those existing before September 30, 2026, the effective date of the Note Purchase Agreement Amendments and the Third Amendment to Credit Agreement, and (B) limit restricted payments, with certain carveouts; and (iv) during a specified period, add quarterly reporting requirements on certain initiatives and the related costs and savings, among other disclosures.

In addition, (a) the Third Amendment to Credit Agreement adds a new pricing level for the applicable margin and facility fee and (b) the Note Purchase Agreement Amendments increase the incremental interest payable on the notes if the Company’s total leverage ratio equals or exceeds specified thresholds.

The revised terms contained in the amendments described herein are intended to allow the Company to maintain compliance with its debt covenants in all material respects.

Copies of the Third Amendment to Credit Agreement and the Note Purchase Agreement Amendments are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above description of the material terms of each of the Third Amendment to Credit Agreement and the Note Purchase Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to such Exhibits.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Note Purchase Agreement Amendments and the Third Amendment to Credit Agreement is incorporated herein by reference.

Forward Looking Statements

All statements in this Current Report on Form 8-K that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” Such statements 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 which are outside of the Company’s control. More information about potential risks and uncertainties that could affect the Company’s business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in the Company’s most recent Annual Report on Form 10-K, 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 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. The Company does 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 Current Report on Form 8-K or to reflect the occurrence of unanticipated events. Investors should understand it is not possible to predict or identify all such factors or risks. 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description
4.1
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.
4.2
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.
4.3
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.
4.4
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
104Cover 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/ John C. Fortson
John C. Fortson
Executive Vice President and Chief Financial Officer

Date: October 9, 2026

Source: View Original Filing on SEC EDGAR

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