[S-8] DENTSPLY SIRONA Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, intends to issue Fixed-Income Buffered Auto-Callable Securities linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4). The securities offer a fixed coupon of 7.00%-8.00% per annum paid monthly and mature on 1 August 2030, unless automatically redeemed earlier.

Auto-call feature: beginning 12 months after issuance and on each monthly determination date thereafter, the notes will be redeemed at par (plus the coupon) if the index closes at or above its initial level (100%). Once called, no further payments are due.

Downside protection: at maturity, investors receive full principal repayment so long as the index has not fallen by more than the 15% buffer. Below this threshold, repayment is reduced 1-for-1, exposing holders to up to an 85% maximum loss.

Pricing details: • Pricing date: 28 July 2025 • Settlement/Maturity: 1 Aug 2030 • Estimated value: $920.10 (± $55) per $1,000 face, reflecting issuance costs and Morgan Stanley’s internal models • CUSIP: 61778NBH3

Key risks called out by the issuer

• No participation in any index appreciation beyond par.
• Potential early redemption limits total coupon receipts.
• Full exposure to Morgan Stanley credit risk; MSFL has no independent assets.
• Index-specific risks: 4% annual decrement drag, leverage, short operating history (inception 30 Aug 2024).

Tax treatment and other detailed structural provisions are summarized in the preliminary pricing supplement (SEC link provided) and should be reviewed before investing.

Positive

• High fixed coupon of 7–8% p.a. provides predictable income if the note is not called.
• 15% downside buffer shields principal against moderate index declines at maturity.
• Monthly auto-call feature can return capital quickly in flat or rising markets.

Negative

• No upside participation; return is capped at par plus coupons.
• Estimated value ($920.10) is materially below face, implying up-front value transfer to issuer.
• Early redemption risk limits total coupon accrual, potentially reducing effective yield.
• Credit risk to Morgan Stanley; MSFL has no independent assets.
• Index decrement of 4% drags performance and increases buffer breach probability.
• Lack of exchange listing may lead to illiquidity and wider bid-ask spreads.

Insights

Structured Products Analyst

TL;DR: High coupon and modest 15% buffer attractive, but low estimated value and auto-call cap returns; overall neutral for MS equity.

The note targets yield-seeking investors. A 7-8% fixed coupon beats risk-free rates, yet the estimated value at only ~92% of face implies an 8% initial cost load. Monthly auto-call at 100% restricts duration when markets rise, capping earned yield. From the issuer’s perspective, the structure monetises investors’ hunt for income while transferring equity downside and funding benefits to Morgan Stanley. Because volumes of such notes are typically modest relative to Morgan Stanley’s balance sheet, the offering is not materially accretive or dilutive to MS earnings; hence, I view the announcement as neutral for shareholders.

Risk Analyst

TL;DR: Buyers take concentrated product, liquidity and credit risk for capped upside; buffer offers limited protection.

The 15% buffer mitigates moderate index declines but leaves investors exposed beyond that, as illustrated by a potential $450 loss at a 45% index drop. The 4% decrement inherently drags index performance, making buffer breaches likelier versus the parent S&P 500. Early redemption risk creates reinvestment uncertainty. Secondary market may trade at discounts given the $920 indicative value and lack of listing. Credit-spread widening at Morgan Stanley would directly erode market value. These factors render the note suitable only for investors comfortable with structured credit risk.

As filed with the Securities and Exchange Commission on July 1, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DENTSPLY SIRONA Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)			39-1434669 (I.R.S. Employer Identification No.)
13320 Ballantyne Corporate Place Charlotte, North Carolina 28277-3607 (Address of principal executive offices)

DENTSPLY SIRONA Inc. 2024 Omnibus Incentive Plan (as amended on May 21, 2025)

(Full title of the plan)

Richard C. Rosenzweig

Executive Vice President, Corporate Development, General Counsel and Secretary

DENTSPLY SIRONA Inc.

13320 Ballantyne Corporate Place

Charlotte, North Carolina 28277-3607

(844) 848 - 0137

(Name, address and telephone number,

including area code, of agent for service)

With copies to:

Lillian Tsu & Julia L. Petty

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

________________________

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.

Large accelerated filer    ☒    Accelerated filer    ☐

Non‑accelerated filer    ☐  (Do not check if a smaller reporting company)    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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, DENTSPLY SIRONA Inc. (the “Registrant”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register, in connection with the Registrant’s 2024 Omnibus Incentive Plan (as amended on May 21, 2025), an additional 11,260,000 shares of the same class as registered under the Registrant’s effective registration statement on Form S-8, File No. 333-279714, filed with the Commission on May 24, 2024 (the “Earlier Registration Statement”). The contents of the Earlier Registration Statement, where applicable, are hereby incorporated by reference, except that the provisions contained in Part II of such Earlier Registration Statement are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents, as filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

(1)The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 27, 2025;

(2)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the Commission on May 8, 2025;

(3)The Registrant’s Current Reports on Form 8-K filed with the Commission on February 6, 2025 (excluding Item 7.01 and Exhibit 99.1), March 19, 2025, May 8, 2025 (excluding Item 2.02 and Exhibit 99.1), May 22, 2025, May 29, 2025 (excluding Item 7.01, Exhibit 10.1, and Exhibit 99.1), June 4, 2025, June 6, 2025, and June 12, 2025; and

(4)The description of the Registrant’s Common Stock, par value $0.01 per share, contained in Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on March 2, 2020, including any amendment or report filed for the purpose of updating such description.

In addition, all reports and other documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post‑effective amendment to this Registration Statement that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any document or any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits.

Exhibit Number						Description
4.1						Second Amended and Restated Certificate of Incorporation of DENTSPLY International Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Commission on March 1, 2017)
4.2						Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of DENTSPLY SIRONA Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 23, 2018)
4.3						Seventh Amended and Restated By-Laws of DENTSPLY SIRONA Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Commission on August 2, 2023)
4.4						DENTSPLY SIRONA Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on May 24, 2024)
4.5						Amendment No. 1 to the DENTSPLY SIRONA Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Registrant’s 2025 Proxy Statement filed with the Commission on April 9, 2025)
5.1						Opinion of Cleary Gottlieb Steen & Hamilton LLP
23.1						Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)
23.2						Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP
23.3						Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
24.1						Power of Attorney (contained on signature page hereto)
107						Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Charlotte, North Carolina on the 1st day of July, 2025.

						DENTSPLY SIRONA INC.
Date: July 1, 2025			By:			/s/ Simon D. Campion
						Simon D. Campion
						President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Simon D. Campion and Richard C. Rosenzweig, each of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement and any or all amendments (including post-effective amendments) to this Registration Statement and any registration statement for the same offering, filed pursuant to Rule 462 under the Securities Act, and to file the same with all exhibits thereto and all documents in connection therewith with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name

Title

Date

/s/ Simon D. Campion

President and Chief Executive Officer and Director

July 1, 2025

Simon D. Campion

(Principal Executive Officer)

/s/ Matthew E. Garth

Executive Vice President and Chief Financial Officer

July 1, 2025

Matthew E. Garth

(Principal Financial Officer)

/s/ Kevin J. Czerney

Chief Accounting Officer

July 1, 2025

Kevin J. Czerney

(Principal Accounting Officer)

/s/ Gregory T. Lucier

Chairman of the Board of Directors

July 1, 2025

Gregory T. Lucier

/s/ Michael J. Barber

Director

July 1, 2025

Michael J. Barber

/s/ Willie A. Deese

Director

July 1, 2025

Willie A. Deese

/s/ Brian T. Gladden

Director

July 1, 2025

Brian T. Gladden

/s/ Betsy D. Holden

Director

July 1, 2025

Betsy D. Holden

/s/ Clyde R. Hosein

Director

July 1, 2025

Clyde R. Hosein

/s/ Jonathan J. Mazelsky

Director

July 1, 2025

Jonathan J. Mazelsky

/s/ Daniel T. Scavilla

Director

July 1, 2025

Daniel T. Scavilla

/s/ Leslie F. Varon

Director

July 1, 2025

Leslie F. Varon

/s/ Janet S. Vergis

Director

July 1, 2025

Janet S. Vergis

FAQ

What is the ticker symbol for the index underlying Morgan Stanley's SPXF40D4 buffered securities?

The securities are linked to the S&P 500 Futures 40% Intraday 4% Decrement VT Index (ticker SPXF40D4).

How often can the SPXF40D4 notes be automatically called?

Starting 12 months after issuance, the notes are evaluated monthly; if the index closes at or above its initial level, they are redeemed at par.

What coupon rate do the Morgan Stanley buffered auto-callable securities pay?

The securities pay a fixed coupon of 7.00% to 8.00% per annum, distributed monthly.

How much principal protection do investors have in these notes?

There is a 15% buffer; if the index falls ≤15% at maturity, investors receive full principal. Losses accrue 1-for-1 below that level, up to an 85% maximum loss.

What is the estimated value of the SPXF40D4 buffered securities at pricing?

Morgan Stanley estimates the value at $920.10 per $1,000 note, within ±$55, reflecting issuance and hedging costs.

Are the securities listed on an exchange for secondary trading?

No, the notes will not be listed; secondary trading, if any, will be limited and may occur at prices below face value.