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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 48 added, 26 removed, 222 unchanged (25% of the section changed)

1 unchanged sentence

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 December 31, 2023, 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.

The Company’s management, with the participation of the Company’s Chief Executive Officer, who is also serving as the Company’s principal 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 concluded that the Company’s disclosure controls and procedures as of December 31, 2024, 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, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Remediation of Previously Reported Material Weaknesses in Internal Control over Financial Reporting

As previously described in the Explanatory Note to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as amended and filed on November 7, 2022, and the Company’s Current Report on Form 8-K filed August 2, 2023, the Company identified four material weaknesses in internal control over financial reporting and has devoted substantial resources to the implementation of remediation efforts, as described most recently in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

During the fourth quarter of 2023, the Company has successfully completed the testing and evaluation necessary to conclude that, as of December 31, 2023, the previously identified material weaknesses have been remediated.

The Company is implementing a new enterprise resource planning (“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.

In the quarter ended December 31, 2024, the Company implemented the ERP system for a legal entity in the United States.

The Company has appropriately considered this change in its design of and testing for effectiveness of internal controls over financial reporting and concluded this implementation did not have an adverse effect, nor do we expect will have an adverse effect, on our internal control over financial reporting.

Except with respect to the continued implementation of the new ERP system, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 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 in our internal control over financial reporting over the course of the implementation of the new ERP system and other related systems, which is scheduled to occur in phases over the next few years.

Other Information

9 unchanged sentences

The Company intends to disclose any amendment to its Code of Ethics and Business Conduct that relates to any element enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Ethics and Business Conduct granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any of the Company’s other executive officers, in the Investors section of the Company’s website at www.dentsplysirona.com, within four business days following the date of such amendment or waiver.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of its securities by its directors, officers, employees and independent contractors.

The Company believes its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

It is the Company’s policy to comply with all applicable securities and state laws (including obtaining any required approvals by the Company’s Board of Directors or appropriate committee of the Board of Directors) when engaging in transactions in the Company’s securities.

Executive Compensation

The information required under this item will be included under the captions “Directors’ Compensation,” “Executive Compensation” and “Human Resources Committee Interlocks and Insider Participation” in our 2024 Proxy Statement and is incorporated herein by reference except as to information required pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

The information required under this item will be included under the captions “Directors’ Compensation,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our 2025 Proxy Statement and is incorporated herein by reference except as to information required pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

Certain Relationships and Related Transactions and Director Independence

The information required under this item will be included under the captions “Certain Relationships and Related Party Transactions” and “Corporate Governance” in our 2024 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

The information required under this item will be included under the captions “Corporate Governance” and “Certain Relationships and Related Party Transactions” in our 2025 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required under this item will be included under the caption “Ratification of Appointment of Independent Registered Public Accountants” in our 2025 Proxy Statement and is incorporated herein by reference.

76 unchanged sentences

Supplemental Executive Retirement Plan, as amended and restated January 1, 2019* (17)

AZ Trade Marks License Agreement, dated January 18, 2001 between AstraZeneca AB and Maillefer Instruments Holdings, S.A.

2010 Equity Incentive Plan, amended and restated* (9)

19 unchanged sentences

Form of Amended and Restated DENTSPLY SIRONA Inc.

Indemnification Agreement dated as of February 27, 2024* (Filed herewith)

Indemnification Agreement dated as of February 27, 2024* (36)

Form of Option Grant Notice Under the DENTSPLY SIRONA Inc.

6 unchanged sentences

Non-Employee Director Compensation Policy, effective February 23, 2022* (27)

Non-Employee Director Compensation Policy, effective July 27, 2023* (Filed herewith)

Non-Employee Director Compensation Policy, effective July 27, 2023* (36)

Non-Employee Director Compensation Policy, effective May 21, 2024* (38)

Form of Performance Restricted Stock Unit Award Agreement* (18)

21 unchanged sentences

Credit Agreement, dated as of May 12, 2023, among DENTSPLY SIRONA Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Commerzbank AG, New York Branch, PNC Bank, National Association, TD Bank, N.A., Truist Bank and Wells Fargo Bank, National Association as Co-Documentation Agents, JPMorgan Chase Bank, N.A., and Citibank N.A., as Joint Bookrunners and Joint Leader Arrangers, and the several lenders party thereto (34)

Insider Trading Policy revised July 26, 2022 (Filed herewith)

Dodd-Frank Act Restatement Clawback Policy dated November 21, 2023 (Filed herewith)

DENTSPLY SIRONA Inc.

2024 Omnibus Incentive Plan* (37)

DENTSPLY SIRONA Amended and Restated Employee Stock Purchase Plan, dated April 9, 2024* (37)

Form of Share-Settled Restricted Stock Unit Award Agreement (Director) under the Dentsply Sirona Inc.

2024 Omnibus Incentive Plan* (37)

Form of Share-Settled Restricted Stock Unit Award Agreement under the Dentsply Sirona Inc.