XRAY awards $2M retention grant to SVP Chief Supply Chain Officer with 3-year cliff vest

Rhea-AI Filing Summary

DENTSPLY SIRONA Inc. approved a one-time retention equity award to certain executives, including named executive officer Tony Johnson, Senior Vice President and Chief Supply Chain Officer. The award is a stock option grant with a grant date fair value of $2,000,000 awarded to Mr. Johnson to recognize his performance during recent CEO and CFO transitions and to incentivize retention through the next three years.

The options are expected to be granted on the second trading day after the company files its quarterly report for the fiscal quarter ended September 30, 2025, will cliff-vest on the third anniversary of the grant date provided continuous employment, and will expire on the tenth anniversary. Half of the options will have an exercise price equal to the fair market value on the grant date and half will have an exercise price equal to 110% of that value.

Positive

• Retention-focused design ties the award to a three-year employment period, supporting leadership continuity
• Performance recognition explicitly cited as a reason for the award during CEO and CFO transitions
• Partial performance hurdle created by making half the options exercisable only above 110% of market value

Negative

• $2,000,000 grant date fair value awarded to a named executive officer, which is sizable in absolute terms
• Cliff vesting provides no partial vesting for interim retention or performance milestones
• Grant mechanics lack disclosure of the number of options, valuation assumptions, and accounting expense impact

Insights

Compensation Analyst

TL;DR: A targeted retention award of $2.0M in stock options is intended to secure continuity in supply chain leadership through a three-year cliff vest.

The Retention Grant is a focused retention tool: a stock option package with a three-year cliff vesting condition and a ten-year term. Structuring half the grant at a 110% exercise price adds an uphill performance hurdle for that portion, while the other half is at market price, aligning incentives with shareholder value appreciation. The grant date is tied to the companys quarterly filing schedule rather than a fixed calendar date.

Corporate Governance Expert

TL;DR: The board used its compensation committee authority to grant a sizable one-time retention award to a named executive officer during executive transitions.

This disclosure documents board-level action to retain a key executive amid leadership change. The cliff-vest structure strongly ties payout to continued employment. The filing specifies the grant mechanics, sizing, vesting and exercise-price split but does not disclose the number of options, valuation assumptions, or potential accounting impact.

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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

September 19, 2025

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 September 19, 2025, the Compensation & Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (the “Company”) approved a one-time retention equity incentive award under the DENTSPLY SIRONA Inc. 2024 Omnibus Incentive Plan (the “Retention Grant”) to certain executives of the Company, including one of the named executive officers, Mr. Tony Johnson, who is the Senior Vice President and Chief Supply Chain Officer. The Committee awarded the Retention Grant to recognize Mr. Johnson’s performance in his role during the recent transition of the Company’s Chief Executive Officer and Chief Financial Officer positions and to properly incentivize and encourage Mr. Johnson to remain employed with the Company through the next three years.

Mr. Johnson’s Retention Grant will be made in the form of stock options with a grant date fair value of $2,000,000 and will cliff-vest on the third anniversary of the grant date, provided that Mr. Johnson remains continuously employed with the Company through the vesting date. The Retention Grant is expected to be granted on the second trading day after the filing of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Grant Date”), and will expire on the tenth anniversary of the Grant Date. Half of the Retention Grant will have an exercise price equal to the fair market value of the Company’s stock on the Grant Date (the “Standard Exercise Price”), and the remaining half will have an exercise price equal to 110% of the Standard Exercise Price.

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/ Richard C. Rosenzweig
						Richard C. Rosenzweig
						Executive Vice President, Corporate Development,
						General Counsel and Secretary

Date: September 19, 2025

FAQ

What retention award did DENTSPLY SIRONA (XRAY) approve for Tony Johnson?

The Compensation & Human Capital Committee approved a stock option Retention Grant with a grant date fair value of $2,000,000 for Tony Johnson.

When will the XRAY Retention Grant vest and expire?

The options will cliff-vest on the third anniversary of the grant date if employment is continuous and will expire on the tenth anniversary of the grant date.

What exercise prices apply to the XRAY Retention Grant?

Half of the grant will have an exercise price equal to the fair market value on the grant date and the other half will have an exercise price equal to 110% of that value.

When is the expected grant date for the XRAY Retention Grant?

The Retention Grant is expected to be granted on the second trading day after the company files its quarterly report for the fiscal quarter ended September 30, 2025.

Why did the committee approve the Retention Grant?

The committee stated the award recognizes Mr. Johnson's performance during recent CEO and CFO transitions and is intended to incentivize him to remain employed through the next three years.