What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 379 added, 349 removed, 1639 unchanged (31% of the section changed)

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Note 21 - Commitments and Contingencies

Note 22 - Subsequent Events

Financial Statement Schedule for the Years Ended December 31, 2025, 2024, and 2023.

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The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

/s/ Daniel T.

President and Chief Executive Officer

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of DENTSPLY SIRONA Inc.

and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for the year ended December 31, 2024, and the related notes and financial statement schedule listed in the index appearing under Item 8 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of DENTSPLY SIRONA Inc.

and subsidiaries (the “Company”) as of December 31, 2025, and 2024, the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 8 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill — Implant and Prosthetic Solutions and Orthodontic Aligner Solutions Reporting Units — Refer to Note 11 to the financial statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill — Implant and Prosthetic Solutions Reporting Unit — Refer to Note 11 to the financial statements

Critical Audit Matter Description

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Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

The goodwill balance for the Orthodontic and Implant Solutions segment is comprised of the Implant & Prosthetic Solutions (IPS) and Orthodontic Aligner Solutions (OAS) reporting units.

As of the annual goodwill impairment assessment date (April 1, 2024), the fair values of the IPS and OAS reporting units exceeded their carrying values and, therefore, no impairment was recognized.

Subsequent to the annual impairment assessment date, management identified indicators of “more likely than not” impairments related to its IPS and OAS reporting units.

As a result of the interim tests, management recorded goodwill impairment charges for the year ended December 31, 2024 related to the OAS and IPS reporting units.

We identified the Company’s impairment evaluations of goodwill at IPS and OAS to be a critical audit matter because of the significant judgments made by management to estimate the fair values of IPS and OAS and the sensitivity of IPS’s and OAS’s future revenues and operating margins to changes in demand.

As of the annual goodwill impairment assessment date (April 1, 2025), the fair value of the Implant & Prosthetic Solutions (IPS) reporting unit within the Orthodontic and Implant Solutions segment was below its carrying value and, therefore, an impairment charge was recorded.

Subsequent to the annual impairment assessment date, management identified indicators of “more likely than not” impairments related to the Company’s IPS reporting unit.

As a result of the interim tests undertaken because of these indicators, management recorded additional goodwill impairment charges for the year ended December 31, 2025, related to the IPS reporting unit.

We identified the Company’s impairment evaluations of goodwill at IPS to be a critical audit matter because of the significant judgments made by management to estimate the fair value of IPS and the sensitivity of IPS’s future revenues and operating margins to changes in demand.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues and operating margins, and the selection of discount rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues and operating margins (“forecasts”), and the selection of discount rates for the IPS and OAS reporting units included the following, among others:

• We tested the design and operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the evaluation of possible triggering events that might have occurred throughout the year and the determination of the fair values of IPS and OAS, such as controls related to management’s forecasts and selection of discount rates.

• We evaluated the reasonableness of management’s forecasts through consideration of (1) current and past performance of the reporting units, (2) consistency with external peer and industry data, (3) the impact of changes in the regulatory environment on the reporting units, and (4) consistency with management’s growth strategy and evidence obtained in other areas of the audit.

Our audit procedures related to the forecasts of future revenues and operating margins (“forecasts”), and the selection of discount rates for the IPS reporting unit included the following, among others:

• We tested the design and operating effectiveness of controls over management’s goodwill impairment evaluation, including those over the evaluation of possible triggering events that might have occurred throughout the year and the determination of the fair values of IPS, such as controls related to management’s forecasts and selection of discount rates.

• We evaluated the reasonableness of management’s forecasts through consideration of (1) current and past performance of the reporting unit, (2) consistency with external peer and industry data, and (3) consistency with management’s growth strategy and evidence obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the discount rates, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

Indefinite-lived Intangible Assets – Orthodontic and Implant Solutions and Connected Technology Solutions Segments — Refer to Note 11 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of indefinite-lived assets for impairment involves the comparison of the fair value of each asset to its carrying value.

The Company uses a relief-from-royalty methodology to estimate the fair value of its indefinite-lived trade names and trademarks, which requires management to make significant estimates and assumptions related to the discount rate, royalty rate, and forecasts of future revenues.

Changes in these assumptions could have a significant impact on either the fair value, the amount of any intangible asset impairment charge, or both.

Management conducted an impairment test as of the annual impairment assessment date (April 1, 2024), and also conducts an impairment test whenever events or circumstances suggest that the carrying amount of the assets may not be recoverable.

During the year ended December 31, 2024, management identified indicators of a “more likely than not” impairment of certain of its indefinite-lived trade names and trademarks within its Connected Technology Solutions (CTS) segment and within the IPS reporting unit of the Orthodontic and Implant Solutions (OIS) segment.

As a result of performing impairment tests, management recorded impairment charges related to indefinite-lived intangible assets within its CTS and OIS segments.

We identified the Company’s impairment evaluation of indefinite-lived intangibles related to the CTS segment and the IPS reporting unit of the OIS segment to be a critical audit matter because of the significant judgments made by management to estimate the fair value of trade names and trademarks.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues, and the selection of discount and royalty rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of future revenues and the selection of discount and royalty rates for the trade names and trademarks within the CTS segment and the IPS reporting unit of the OIS segment included the following, among others:

• We tested the design and operating effectiveness of controls over management’s indefinite-lived asset impairment evaluation, including those over the evaluation of possible triggering events occurring throughout the year and the determination of the fair value of trade names and trademarks, such as controls related to management’s revenue forecasts and selection of the discount and royalty rates.

• We evaluated the reasonableness of management’s revenue forecasts through consideration of (1) current and past performance, (2) consistency with external peer and industry data, (3) the impact of changes in the regulatory environment, and (4) consistency with management’s growth strategy and evidence obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated discount and royalty rates, including testing the underlying source information and mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount and royalty rates selected by management.

/s/ Deloitte & Touche LLP

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To the Board of Directors and Stockholders of Dentsply Sirona Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated balance sheet of Dentsply Sirona Inc.

and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, of comprehensive loss, of changes in equity and of cash flows for each of the two years in the period ended December 31, 2023, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2023 listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

Opinion on the Financial Statements

We have audited the consolidated statements of operations, of comprehensive loss, of changes in equity and of cash flows of Dentsply Sirona Inc.

and its subsidiaries (the “Company”) for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

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Loss before income taxes ( 486 ) ( 936 ) ( 175 )

Benefit from income taxes ( 26 ) ( 43 ) ( 105 )

Provision (benefit) for income taxes 112 ( 26 ) ( 43 )

Net loss ( 598 ) ( 910 ) ( 132 )

Net income attributable to noncontrolling interests — — —

Net loss attributable to noncontrolling interests — — —

Net loss attributable to Dentsply Sirona $ ( 598 ) $ ( 910 ) $ ( 132 )

Net (loss) income per common share attributable to Dentsply Sirona:

Net (loss) per common share attributable to Dentsply Sirona:

Basic $ ( 3.00 ) $ ( 4.48 ) $ ( 0.62 )

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Net loss $ ( 598 ) $ ( 910 ) $ ( 132 )

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 185 ( 146 ) 49

Net gain (loss) on derivative financial instruments 40 ( 30 ) 29

Net (loss) gain on derivative financial instruments ( 115 ) 40 ( 30 )

Pension liability adjustments 21 12 ( 27 )

Total other comprehensive loss ( 94 ) ( 8 ) ( 36 )

Total other comprehensive income (loss) 91 ( 94 ) ( 8 )

Total comprehensive loss ( 507 ) ( 1,004 ) ( 140 )

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Capital in excess of par value 6,644 6,640

(Accumulated deficit) retained earnings ( 835 ) 205

Accumulated deficit ( 1,564 ) ( 835 )

Accumulated other comprehensive loss ( 639 ) ( 730 )

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Restricted stock unit distributions — ( 32 ) — — 23 ( 9 ) — ( 9 )

Restricted stock unit dividends — 1 ( 1 ) — — — — —

Cash dividends declared ($ 0.56 per share)

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— — — ( 94 ) — ( 94 ) — ( 94 )

Exercise of stock options — ( 1 ) — — 1 — — —

Stock-based compensation expense — 39 — — — 39 — 39

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Net loss — — ( 598 ) — — ( 598 ) — ( 598 )

Other comprehensive loss — — — ( 94 ) — ( 94 ) — ( 94 )

Other comprehensive income — — — 91 — 91 — 91

Exercise of stock options — ( 1 ) — — 1 — — —

Stock-based compensation expense — 33 — — — 33 — 33

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Stock-based compensation expense 33 39 46

Equity in earnings from unconsolidated affiliates — 4 36

Other non-cash (income) expense ( 10 ) ( 9 ) 2

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Proceeds from long-term borrowings 553 1 —

Cash paid for deferred financing costs ( 16 ) — —

Repayments on long-term borrowings ( 147 ) ( 88 ) ( 7 )

Net borrowings on short-term borrowings 177 126 ( 64 )

Proceeds from 364-day bridge loan 435 — —

Repayment of 364-day bridge loan ( 435 ) — —

(Repayments) proceeds on other short-term borrowings, net ( 336 ) 177 126

Cash paid for treasury stock — ( 250 ) ( 300 )

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Change in accounts payable related to capital expenditures $ 37 $ 8 $ 6

Exchange of inventory for naming rights 14 — —

The accompanying notes are an integral part of these consolidated financial statements.

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Basis of Presentation

The consolidated financial statements include the results of the Company and its wholly-owned subsidiaries.

The consolidated financial statements include the results of the Company and its consolidated subsidiaries.

All significant intercompany accounts and transactions are eliminated in consolidation.

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The Company recognizes a receivable when it has an unconditional right to payment, which represents the amount the Company expects to collect in a transaction.

Payment terms are typically 30 days in the United States but may be longer in markets outside the United States.

Our standard payment terms are typically 30 days in the United States but may be longer in markets outside the United States.

In general, contracts containing significant financing components are not material to the Company’s financial statements.

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For customers on credit terms, the Company performs ongoing credit evaluation of those customers’ financial condition and generally does not require collateral from them.

See Note 2, Revenue Recognition, for additional information on Accounts Receivable.

Inventories are stated at the lower of cost and net realizable value.

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Property, Plant and Equipment Assets Type

Buildings 40 years

Buildings 25 to 40 years

Machinery and Equipment 2 to 20 years

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The Company does not have any material sublease arrangements.

See Note 10, Leases for additional information.

Derivative Financial Instruments

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Should the Company enter into a derivative instrument that includes an other-than-insignificant financing element then all cash flows will be classified as financing activities in the Consolidated Statements of Cash Flows as required by US GAAP.

See Note 19, Financial Instruments for additional information.

Pension and Other Postemployment Benefits

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The Company reports the funded status of its defined benefit pension and other postemployment benefit plans on its consolidated balance sheets as a net liability or asset.

See Note 17, Benefit Plans for additional information.

Accruals for Self-Insured Losses

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Legal costs related to these lawsuits are expensed as incurred.

For additional information on ongoing litigation see Note 21, Commitments and Contingencies.

Foreign Currency Translation

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dollars are included in AOCI in the Consolidated Balance Sheets.

During the year ended December 31, 2024, the Company had a translation loss of $ 192 million and a gain on its loans designated as hedges of net investments of $ 46 million.

During the year ended December 31, 2025, the Company had a translation gain of $ 263 million and a loss on its loans designated as hedges of net investments of $ 78 million.

During the year ended December 31, 2024, the Company had a translation loss of $ 192 million and a gain on its loans designated as hedges of net investments of $ 46 million.

During the year ended December 31, 2023, the Company had a translation gain of $ 78 million and a loss on its loans designated as hedges of net investments of $ 29 million.

Foreign currency gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included within Other (income) expense, net in the Consolidated Statements of Operations.

During the years ended December 31, 2024, 2023, and 2022, the Company had a net foreign currency gain of $ 21 million, gain of $ 3 million, and loss of $ 6 million, respectively.

During the years ended December 31, 2025, 2024, and 2023, the Company had a net foreign currency gain of $ 32 million, gain of $ 21 million, and gain of $ 3 million, respectively.

Revenue Recognition

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relief from considering the existence of a significant financing component when the payment for the good or service is expected to be one year or less.

See Note 2, Revenue Recognition for additional information.

Cost of Products Sold

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Overhead and related expenses include salaries, wages, employee benefits, utilities, lease costs, maintenance and property taxes.

The Company provides manufacturer’s warranties on certain equipment products.

The Company provides manufacturers’ warranties on certain equipment products.

Estimated warranty costs are accrued when sales are made to customers.

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In addition to the service condition, certain RSUs are subject to performance requirements that can vary between the first year and the final year of the RSU award.

For a given RSU award which is subject to performance requirements, the number of shares which vest may be adjusted upward or downward from the target amount to reflect the achievement level.

For a given RSU award which is subject to performance requirements, the number of shares which vest may be adjusted upward or downward from the target amount to reflect the achievement level, and no shares shall vest unless a threshold achievement level is met.

Upon the expiration of the applicable restricted period and the satisfaction of any applicable performance conditions imposed, the restrictions on RSUs will lapse, and shares of common stock will be issued for each vested RSU.

Upon death, disability or qualified retirement, awards continue to vest per the remaining grant term and are pro-rated if the grant date is less than twelve months from the date of separation.

Awards are expensed as compensation over their respective vesting periods or to the eligible retirement date if shorter.

Awards are expensed as compensation

over their respective vesting periods or to the eligible retirement date if shorter.

The Company records forfeitures on stock-based compensation as the participant terminates rather than estimating forfeitures.

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Earnings Per Share

Basic earnings per share are calculated by dividing net earnings attributable to the Company’s stockholders by the weighted average number of shares outstanding for the period.

Basic earnings per share are calculated by dividing net earnings (loss) attributable to the Company’s stockholders by the weighted average number of shares outstanding for the period.

Diluted earnings per share is calculated by dividing net earnings attributable to the Company’s stockholders by the weighted average number of shares outstanding for the period, adjusted for the effect of an assumed exercise of all dilutive options outstanding at the end of the period, unless the impact of including these options is anti-dilutive.

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Prior to the sale, the Company recorded a loss of $ 4 million in Other (income) expense, net due to a forfeiture of accumulated earnings on the investment for declining its option to purchase the remaining ownership interest.

The Company’s equity-method net loss for the year ended December 31, 2024 was no t significant.

The Company’s equity-method net losses for the years ended December 31, 2023 and 2022 were $ 4 million and $ 36 million, respectively.

Loss from equity method investments for the year ended December 31, 2022 includes $ 36 million recorded in Other (income) expense, net in the Consolidated Statements of Operations for a write-off of the Company’s ownership position in a privately-held dental investment company following impairment of underlying investments held by the investment company and the Company’s determination that the remaining investment is not recoverable.

The Company’s equity-method net losses for the years ended December 31, 2025 and 2024 were no t significant.

The Company’s equity-method net loss for the year ended December 31, 2023 was $ 4 million.

Noncontrolling Interests

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Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date.

These financial instruments include derivative instruments whose fair value have been derived using a model where inputs to the model are directly observable in the market or can be derived principally from, or corroborated by, observable market data.

These financial instruments include derivative instruments whose fair values have been derived using a model where inputs to the model are directly observable in the market or can be derived principally from, or corroborated by, observable market data.

Level 3 - Instruments that have little to no observable pricing as of the reported date.

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The Company believes the carrying amounts of cash and cash equivalents, accounts receivable (net of allowance for doubtful accounts), prepaid expenses and other current assets, accounts payable, accrued liabilities, income taxes payable and notes payable approximate fair value due to the short-term nature of these instruments.

See Note 20, Fair Value Measurement for additional information.

Non-Recurring Basis

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Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which requires public entities to disclose additional income tax information, primarily related to the income tax rate reconciliation and income taxes paid on an annual basis.

The amendments are intended to enhance the transparency and decision-usefulness of income tax disclosures.

The Company has adopted this accounting standard as of January 1, 2025, which impacts annual disclosures only and does not impact results of operations, financial position, or cash flow, and the related disclosures are included in Note 16, Income Taxes in the Notes to the Consolidated Financial Statements.

In November 2023, the FASB issued ASU No.

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Public companies are required to disclose significant expense categories and amounts for each reportable segment.

Significant expense categories are derived from expenses that are regularly reported to an entity’s chief operating decision-maker (“CODM”) and included in a segment’s reported measures of profit or loss.

Significant expense categories are derived from expenses that are regularly reported

to an entity’s chief operating decision-maker (“CODM”) and included in a segment’s reported measures of profit or loss.

Public entities are also required to disclose the title and position of the CODM and explain how the CODM uses the reported measures of profit or loss to assess segment performance.

This standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company has adopted this accounting standard, and the related disclosures are included in Note 6, Segment and Geographic Information in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

The Company has adopted this accounting standard, and the related disclosures are included in Note 6, Segment and Geographic Information in the Notes to Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

The amendments are intended to enhance the transparency and decision-usefulness of income tax disclosures and are effective as of January 1, 2025.

Early adoption is permitted and should be applied prospectively.

The Company expects this ASU to only impact the Company’s disclosures with no impacts to results of operations, financial position, or cash flows.

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40),” which amends certain aspects of ASC 350-40 related to the accounting and disclosure of internally developed software costs.

This amendment is intended to provide further guidance on how to evaluate whether the probable-to-complete recognition threshold has been met to capitalize costs for internal-use software.

The amendments in this update are effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.

Entities may apply the guidance prospectively, retrospectively, or via a modified prospective transition method.

The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606),” which refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods.

Early adoption is permitted in an interim or annual reporting period for which financial statements have not been issued or made available for issuance.

Entities may apply the guidance prospectively or on a modified retrospective basis.

The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU No.

2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) Induced Conversions of Convertible Debt Instruments,” which amends ASC 470-202 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion.

The amendments in this update are effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, and early adoption is permitted if the entity has also adopted ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” for that period.

2025-09, “Derivatives and Hedging (Topic 815),” which amends certain aspects of the hedge accounting guidance in ASC 815.

The amendments are intended to more closely align hedge accounting with the economics of an entity’s risk management activities.

The amendments in this update are effective for fiscal years beginning after December 15, 2026, and interim periods therein.

Early adoption is permitted in any interim or annual period after the ASU’s issuance.

Entities should apply the guidance prospectively.

The Company is currently evaluating the impact on its consolidated financial statements and related disclosures.

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Revenues are measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services.

For a description of the products and services provided within each of the Company’s four reportable segments see Note 6, Segment and Geographic Information.

Net sales disaggregated by product category were as follows:

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The Company does not typically have contract assets in the course of its business.

Contract liabilities, which represent billings in excess of revenue recognized, are primarily related to advanced billings for customer orthodontic treatments where the performance obligation has not yet been satisfied, and deferred revenue associated with loyalty points earned but not yet redeemed by customers under the Company’s loyalty point program.

Contract liabilities, which represent billings in excess of revenue recognized, are primarily related to deferred revenue associated with loyalty points earned but not yet redeemed by customers under the Company’s loyalty point program and advanced billings for customer orthodontic treatments where the performance obligation has not yet been satisfied.

The Company had deferred revenue of $ 74 million and $ 33 million presented in Accrued liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheets at December 31, 2025.

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The Company recognized $ 111 million of revenue for the year ended December 31, 2025 which was previously deferred as of December 31, 2024.

The amount recognized in the year ended December 31, 2024 includes a $ 9 million reduction in revenue for a refund reserve related to the realignment of the Byte aligner business as described in Note 18, Restructuring and Other Costs.

The Company recognized $ 79 million of revenue for the year ended December 31, 2024 which was previously deferred as of December 31, 2023.

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Under the Plan, the Company may grant stock options, share appreciation rights, restricted shares, restricted share units, share bonuses, other share-based awards, or cash awards, collectively referred to as “Awards.” The Company’s non-qualified stock options (“NQSOs”) are granted at exercise prices that are at least equal to the closing stock price on the date of grant.

Under the Plan, 14.5 million shares are initially available for Awards, less (i) one share for every one share that was subject to an option or share appreciation right granted after March 26, 2024 under the Prior Plan and (ii) 2.7 shares for every one share that was subject to an award other than an option or share appreciation right granted after March 26, 2024 under the Prior Plan (such adjusted amount, the “Share Pool”).

Under the Plan, 14.5 million shares are initially available for Awards, less (i) one share for every one share that was subject to an option or share appreciation right granted after March 26,

2024 under the Prior Plan and (ii) 2.7 shares for every one share that was subject to an award other than an option or share appreciation right granted after March 26, 2024 under the Prior Plan (such adjusted amount, the “Share Pool”).

Under the Plan, any shares that are subject to options or share appreciation rights shall be counted against the Share Pool as one share for every one share granted, and any shares that are subject to awards other than options or share appreciation rights shall be counted against the Share Pool as 2.7 shares for every one share granted.

Shares granted under either the Plan or the Prior Plan which are cancelled or forfeited are added back to the count of shares available for Awards.

The number of shares available for grant under the Plan at December 31, 2024 is 16 million.

The number of shares available for grant at December 31, 2025 is 18 million.

The amounts of stock-based compensation expense recorded in the Company’s Consolidated Statements of Operations were as follows:

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The total intrinsic value of NQSOs exercised for the years ended December 31, 2025, 2024 and 2023 was insignificant.

The total intrinsic value of options exercised for the year ended December 31, 2022 was $ 1 million.

The NQSO transactions for the year ended December 31, 2025 were as follows:

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$ 30.01 - $ 40.00 0.5 7.7 36.99 0.4 $ 37.49

$ 40.01 - $ 50.00 0.3 3.3 47.53 0.3 $ 47.60

$ 50.01 - $ 60.00 0.3 4.1 55.69 0.3 $ 55.69

$ 60.01 - $ 70.00 0.1 1.0 62.37 0.1 $ 62.37

The unvested RSUs for the year ended December 31, 2025 were as follows:

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Unvested at December 31, 2025

The weighted average grant date fair value of RSUs granted for the years ended December 31, 2023 and 2022 were $ 42.95 and $ 39.73 , respectively.

The weighted average grant date fair value of RSUs granted for the year ended December 31, 2023 was $ 42.95 .

The unamortized compensation cost related to RSUs is $ 26 million, which will be expensed over the remaining weighted average restricted period of the RSUs, which is 1.7 years.

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Balance, net of tax, at December 31, 2024 $ ( 619 ) $ ( 10 ) $ ( 70 ) $ ( 31 ) $ ( 730 )

Other comprehensive (loss) income before reclassifications and tax impact ( 113 ) — 48 15 ( 50 )

Other comprehensive income (loss) before reclassifications and tax impact 152 — ( 151 ) 26 27

33 — 33 ( 6 ) 60

Other comprehensive (loss) income, net of tax, before reclassifications $ ( 146 ) $ — $ 37 $ 11 $ ( 98 )

Other comprehensive income (loss), net of tax, before reclassifications $ 185 $ — $ ( 118 ) $ 20 $ 87

Amounts reclassified from accumulated other comprehensive income, net of tax — 3 — 1 4

Net (decrease) increase in other comprehensive income ( 146 ) 3 37 12 ( 94 )

Net increase (decrease) in other comprehensive income 185 3 ( 118 ) 21 91

Balance, net of tax, at December 31, 2025 $ ( 434 ) $ ( 7 ) $ ( 188 ) $ ( 10 ) $ ( 639 )

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Net loss before tax $ ( 3 ) $ ( 3 ) $ ( 4 )

Tax impact — — — Benefit from income taxes

Tax impact — — — Provision (benefit) for income taxes

Net loss after tax $ ( 3 ) $ ( 3 ) $ ( 4 )

Amortization of defined benefit pension and other postemployment benefit items:

Amortization of prior service benefits $ 1 $ 1 $ 1 (a)

Amortization of net actuarial losses — — ( 8 ) (a)

Amortization of prior service benefits $ 1 1 1

Amortization of net actuarial losses ( 1 ) — —

Net income (loss) before tax

$ 1 $ 1 $ ( 7 )

Tax impact — — 2 Benefit from income taxes

Tax impact — — — Provision (benefit) for income taxes

Net income (loss) after tax

$ 1 $ 1 $ ( 5 )

Total reclassifications for the period $ ( 3 ) $ ( 2 ) $ ( 3 )

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Equipment & Instruments

The Equipment & Instruments product category consists of basic and high-tech dental equipment such as imaging equipment, motorized dental handpieces, treatment centers, and other instruments for dental practitioners and specialists.

The Equipment & Instruments product category consists of dental equipment products such as imaging equipment, motorized dental handpieces, treatment centers, and other instruments for dental practitioners and specialists.

Imaging equipment serves as a key point of entry to the Company’s digital workflow offerings and consists of a broad range of diagnostic imaging systems for 2D or 3D, panoramic, and intraoral applications, as well as cone-beam computed tomography systems (“CBCT”).

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The endodontic products include motorized endodontic handpieces, files, sealers, irrigation needles and other tools or single-use solutions which support root canal procedures.

The restorative products include dental ceramics and other materials used in prosthetic restorations including crowns and veneers.

The preventive products include small equipment products such as curing light systems, dental diagnostic systems and ultrasonic scalers and polishers, as well as other dental supplies including dental anesthetics, prophylaxis paste, dental sealants and impression materials.

The restorative products include curing light systems, dental ceramics, composites, and other materials used in prosthetic restorations, including crowns and veneers.

The preventive products include small equipment, such as dental diagnostic systems and ultrasonic scalers and polishers, as well as other dental supplies including dental anesthetics, prophylaxis paste, dental sealants, and impression materials.

Orthodontic and Implant Solutions

This segment includes the design, manufacture, and sales of the Company’s various digital implant systems and innovative dental implant products, digital dentures and dental professional-directed aligner solutions.

This segment includes the design, manufacture, and sales of the Company’s various digital implant systems and innovative dental implant products, digital dentures, and digital orthodontic solutions.

Offerings in this segment also include application of our digital services and technology, including those provided by DS Core, our cloud-based platform.

The Orthodontics product category includes SureSmile, a clear aligner solution provided through clinician offices, and Byte, a direct-to-consumer clear aligner solution.

The Orthodontics product category includes a High Frequency Vibration technology device known as VPro, as well as the SureSmile Simulator which uses intraoral scanners and our DS Core platform to create a 3D visualization of patient outcomes and SureSmile aligner solutions, which include whitening kits and retainers.

The aligner offerings also include software technology that enables aligner treatment planning and the seamless connectivity of a digital workflow from diagnostics through treatment delivery.

Byte operations were significantly reduced after October 24, 2024 and limited to supporting patients already undergoing treatment, following a decision to voluntarily suspend sales and marketing of Byte aligners and impression kits.

In January 2025, the Company subsequently announced it will no longer offer the Byte direct-to-consumer clear aligner solution and has decided to leverage technologies developed by Byte elsewhere in the aligners portfolio to create orthodontic demand, support a digital clinical workflow, enhance the customer experience, and improve patient monitoring.

The Orthodontics product category includes the SureSmile brand, a comprehensive digital treatment planning and orthodontic appliance solution.

The cloud-based software is used to prescribe SureSmile clear aligners, robotically bent wires, and digital indirect bonding trays.

The SureSmile Simulator uses intraoral scanners and our DS Core platform to create a 3D visualization of potential patient outcomes.

The category also includes whitening kits and retainers.

The Orthodontics product category previously included a direct-to-consumer clear aligner product marketed as Byte, which was no longer offered to new patients after October 24, 2024.

The Company continues to provide support to Byte clear aligner patients in treatment, provided they meet certain criteria.

Implants & Prosthetics

The Implants & Prosthetics product category includes technology to support the Company’s digital workflows for implant systems, a portfolio of innovative dental implant products, digital dentures, crown and bridge porcelain products, bone regenerative and restorative solutions, treatment planning software and educational programs.

The Implants & Prosthetics product category includes a portfolio of innovative dental implant products, supported by the Company’s digital workflow for implant solutions, digital dentures, crown and bridge products, bone regenerative and restorative solutions, treatment planning software and educational programs.

The Implants & Prosthetics product category is supported by key technologies including custom abutments, advanced tapered immediate load screws and regenerative bone growth factor.

Offerings in this category also include dental prosthetics such as artificial teeth and precious metal dental alloys.

Offerings in this category also include dental prosthetics such as artificial teeth.

Wellspect Healthcare

This segment includes the design, manufacture, and sales of the Company’s innovative continence care solutions for both urinary and bowel management.

Wellspect Healthcare is a leading global provider of innovative medical devices that help people suffering from urinary retention or chronic constipation.

Wellspect is one of the world’s leading manufacturers of intermittent urinary catheters, with LoFric as the most known brand.

To help those with chronic or severe constipation, Wellspect also offers an advanced irrigation system, Navina, which combines a high degree of user convenience, clinical effectiveness and connectivity into one smart system.

Wellspect Healthcare is a leading global manufacturer and provider of innovative medical devices, including catheters to help people suffering from urinary retention and advanced irrigation systems to help people suffering from chronic or severe constipation, which combine a high degree of user convenience, clinical effectiveness and connectivity into one smart system.

The Company’s segment financial information was as follows:

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(d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, unallocated professional service fees, and other operating costs which are not assigned to a specific segment.

(d) Unallocated corporate costs consist of general corporate expenses including corporate headcount costs, depreciation and amortization, certain professional service fees, and other operating costs which are not assigned to a specific segment.

Year Ended December 31,

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Year Ended December 31,

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Depreciation and Amortization Year Ended December 31,

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Concentration Risk

Customers that accounted for 10% or more of net sales or accounts receivable for the year ended December 31, 2025 were as follows:

Year Ended December 31,

% of net sales % of accounts receivable

Henry Schein, Inc.

13 % Less than 10%

Patterson Companies, Inc.

Less than 10% 11 %

For the year ended December 31, 2024, no customer accounted for 10% or more of consolidated net sales or consolidated accounts receivable.

Customers that accounted for 10% or more of net sales or accounts receivable for the years ended December 31, 2023 and 2022 were as follows:

Customers that accounted for 10% or more of net sales or accounts receivable for the year ended December 31, 2023 were as follows:

Year Ended December 31,

% of net sales % of accounts receivable % of net sales % of accounts receivable

% of net sales % of accounts receivable

Henry Schein, Inc.

14 % 11 % 11 % 15 %

Patterson Companies, Inc.

N/A 10 % N/A 12 %

Less than 10% 10 %

NOTE 7 - OTHER (INCOME) EXPENSE, NET

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(in millions) 2025 2024 2023

Foreign exchange transaction (gain) loss

Foreign exchange transaction (gain)

$ ( 32 ) $ ( 21 ) $ ( 3 )

1 unchanged sentence

Total other (income) expense, net $ ( 24 ) $ ( 12 ) $ 9

The Company’s equity-method net loss for the year ended December 31, 2024 was no t significant.

The Company’s equity-method net losses for the years ended December 31, 2023 and 2022 were $ 4 million and $ 36 million, respectively.

The Company’s equity-method net losses for the years ended December 31, 2025 and 2024 were no t significant.

The Company’s equity-method net loss for the year ended December 31, 2023 was $ 4 million.

NOTE 8 - INVENTORIES, NET

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NOTE 10 - LEASES

The net present value of finance and operating lease right-of-use assets and liabilities were as follows:

The net present value of finance and operating lease right-of-use assets and liabilities was as follows:

Year Ended December 31,

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Present value of lease liabilities $ 140

The supplemental cash flow information for leases were as follows:

The supplemental cash flow information for leases was as follows:

Year Ended December 31,

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Impairment charges are recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.

Impairment during the Three Months Ended March 31, 2024

Impairment during the Three Months Ended June 30, 2025

For the three months ended June 30, 2025, the Company assessed the goodwill of its reporting units and its indefinite-lived intangible assets for impairment as of April 1, 2025.

As a result of the Company’s April 1 impairment test, it was determined that the fair values of its Implant & Prosthetic Solutions reporting unit and certain indefinite-lived intangible assets, including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment were below their carrying values.

The reduction in fair value for the Implant & Prosthetic Solutions reporting unit determined by this model was primarily driven by the impact of tariffs and lower projected volumes, due partly to competitive pressures, particularly in the United States and European markets.

These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows in the near term.

As a result of this test, the Company recorded a pre-tax goodwill impairment charge as of June 30, 2025 of $ 156 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

As a result of the annual test of indefinite-lived intangible assets, the Company identified impairments of certain trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

The decline in fair value of these assets was driven by the impact of tariffs, which reduced the royalty rates used to value these assets, and lower volumes for the Company’s premium equipment and implant products due partly to competitive pressure, which contributed to reduced forecasted revenues.

As a result of this test, the Company recorded pre-tax charges of $ 79 million to intangible assets as of June 30, 2025, consisting of $ 64 million within the Connected Technology Solutions segment and $ 15 million within the Implant & Prosthetic Solutions reporting unit, which were recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.

Impairment during the Three Months Ended September 30, 2025

For the three months ended September 30, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets.

Due to the lower-than-expected results for Implant & Prosthetic Solutions, it was determined that the fair value of this reporting unit had declined below its carrying value.

The updated fair value was computed in a manner consistent with the annual test described above, with the decline primarily driven by lower-than-expected volumes, particularly in the United States, and the impact of tariffs.

As a result of the updated impairment testing, as of September 30, 2025, the Company recorded a pre-tax goodwill impairment charge of $ 253 million for the Implant & Prosthetic Solutions reporting unit.

Additionally, review of the indefinite-lived intangible assets previously impaired as of June 30, 2025, using a consistent methodology as that which was used for the annual test, indicated a further decline in fair value as of September 30, 2025 due to lower volumes for the Company’s equipment and implant products.

As a result, the Company recorded indefinite-lived

intangible asset pre-tax impairment charges of $ 4 million and $ 5 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended September 30, 2025.

Impairment during the Three Months Ended December 31, 2025

For the three months ended December 31, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets.

Due to the lower-than-expected results and lowered near-term forecasts for Implant & Prosthetic Solutions, it was determined that the fair value of this reporting unit had declined below its carrying value.

The updated fair value was computed in a manner consistent with the annual test described above, with the decline primarily driven by lower-than-expected volumes and lowered near-term forecasts, particularly in the United States.

As a result of the updated impairment testing, as of December 31, 2025, the Company recorded a pre-tax goodwill impairment charge of $ 116 million for the Implant & Prosthetic Solutions reporting unit.

This impairment charge resulted in a full impairment of all remaining goodwill within the reporting unit.

Additionally, review of the indefinite-lived intangible assets previously impaired as of September 30, 2025, using a consistent methodology as that which was used for the annual test, indicated a further decline in fair value as of December 31, 2025 due to lower volumes for the Company’s equipment and implant products and lower volumes in near-term forecasts.

As a result, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $ 22 million and $ 15 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended December 31, 2025.

2024 Goodwill and Indefinite-Lived Intangibles Impairment and Testing

In the three months ended March 31, 2024, the Company identified indicators of a more likely than not impairment related to certain indefinite-lived imaging product trade names within the Connected Technology Solutions segment.

The decline in fair value of these indefinite-lived trade names was driven by declines in volumes during the three months ended March 31, 2024, which were due in part to a loss in market share from competitive pricing pressures, as well as unfavorable economic conditions in certain markets.

These factors contributed to a reduction in forecasted revenues in the near term.

The trade names were evaluated for impairment using an income approach, specifically a relief from royalty method.

The decline in fair value of these indefinite-lived trade names was driven by declines in volumes during the three months ended March 31, 2024.

As a result, the Company recorded an indefinite-lived intangible asset impairment charge of $ 6 million for the three months ended March 31, 2024.

Impairment during the Three Months Ended September 30, 2024

The Company identified indicators of a more likely than not impairment in the three months ended September 30, 2024 for two of its reporting units, Orthodontic Aligner Solutions and Implant & Prosthetic Solutions, which together comprise all of the Orthodontic and Implant Solutions segment.

As a result, the Company recorded pre-tax goodwill impairment charges as of September 30, 2024 of $ 145 million for the Orthodontic Aligner Solutions reporting unit and $ 359 million for the Implant & Prosthetic Solutions reporting unit, both within the Orthodontic and Implant Solutions segment.

In the three months ended September 30, 2024, the Company identified indicators of a more likely than not impairment for two of its reporting units, Orthodontic Aligner Solutions and Implant & Prosthetic Solutions, which together comprise all of the Orthodontic and Implant Solutions segment.

As a result, the Company recorded pre-tax goodwill impairment charges of $ 145 million for the Orthodontic Aligner Solutions reporting unit and $ 359 million for the Implant & Prosthetic Solutions reporting unit, both within the Orthodontic and Implant Solutions segment.

The impairment charge related to the Orthodontic Aligner Solutions reporting unit resulted in a full write-off of the remaining goodwill balance for this reporting unit.

Impairment during the Three Months Ended December 31, 2024

In the quarter ended December 31, 2024, the Company identified indicators of a more likely than not impairment for its Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

In the three months ended December 31, 2024, the Company identified indicators of a more likely than not impairment for its Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

The decline in fair value of this reporting unit was driven by a weaker trend in sales volumes, particularly in North America, increased competition from lower-priced alternatives impacting global markets, and adverse macroeconomic pressures impacting demand for elective dental procedures and premium implant solutions.

These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows.

The fair value of the Implant & Prosthetic Solutions reporting unit was computed using a discounted cash flow model with inputs developed using both internal and market-based data.

The discounted cash flow model uses ten -year forecasted cash flows plus a terminal value based on capitalizing the last period’s cash flows using a perpetual growth rate.

Significant assumptions used in the discounted cash flow model included, but were not limited to, the discount rate of 12.5 %, revenue growth rates (including perpetual growth rates), operating margin percentages, and net working capital changes of the reporting unit’s business.

As a result, the Company recorded a pre-tax goodwill impairment charge as of December 31, 2024 of $ 269 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

Additionally, in the quarter ended December 31, 2024, the Company also identified indicators of more likely than not impairments for certain indefinite-lived intangible assets including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

The decline in fair value of the trade names and trademarks was driven by weakened demand for the Company’s premium equipment and implant products, competitive pricing pressures, and a sustained higher cost of capital, which are contributing to reduced forecasted revenues.

These indefinite-lived intangible assets were evaluated for impairment using an income approach, specifically a relief from royalty methodology.

The Company’s significant assumptions in the relief from royalty method include, but are not limited to, discount rates ranging from 12.5 % to 14.5 %, revenue growth rates (including perpetual growth rates), and royalty rates.

As a result, the Company recorded a pre-tax goodwill impairment charge of $ 269 million for the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

Additionally, in the three months ended December 31, 2024, the Company also identified indicators of more likely than not impairments for certain indefinite-lived intangible assets including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant & Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

As a result, the Company recorded indefinite-lived intangible asset impairment charges of $ 82 million and $ 1 million for the Connected Technology Solutions and Orthodontic and Implant Solutions segments, respectively, for the three months ended December 31, 2024.

As a result of suspending sales of Byte clear aligner and impression kits during the fourth quarter, and subsequently announcing plans that the Byte aligners would no longer be offered to new patients, the Company recorded a full write-off of the Byte trademark intangible asset within the Orthodontic and Implant Solutions segment, resulting in a charge of $ 152 million based on a determination that the trademark will not be used in the future operating model for aligners.

The Company plans to continue to use technology associated with approximately $ 178 million in other intangible assets acquired with the Byte

business, primarily developed technology acquired in the initial purchase of Byte, to support other product offerings and enhance customer experience elsewhere in the Company.

See Note 18, Restructuring and Other Costs for additional information.

The remaining goodwill balance of the Implant & Prosthetic Solutions reporting unit was $ 503 million as of December 31, 2024, and the carrying values of indefinite-lived intangible assets with impairments in the fourth quarter were $ 76 million and $ 149 million for the Implant & Prosthetic Solutions and Connected Technology Solutions reporting units, respectively, as of December 31, 2024.

As the fair values of the Implant & Prosthetic Solutions reporting unit and the indefinite-lived assets within the Implant & Prosthetic Solutions and Connected Technology Solutions reporting units, respectively, continue to approximate carrying value as of December 31, 2024, any further decline in key assumptions could result in additional impairments in future periods .

Based on quantitative and qualitative analyses performed for the other reporting units and the Company’s other indefinite-lived intangible assets, the Company believes there is no indication that the carrying value more likely than not exceeds the fair value in each case as of December 31, 2024.

For the Company’s reporting units that were not impaired, the Company applied a hypothetical sensitivity analysis by increasing the discount rate of these reporting units by 50 basis points.

The results of this sensitivity analysis at December 31, 2024 indicate that none of the other reporting units would be impaired.

There is a risk of future impairment charges if there is a decline in the fair value of the reporting units or indefinite-lived intangible assets as a result of, among other things, actual financial results that are lower than forecasts, an adverse change in valuation assumptions, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets.

There can be no assurance that the Company’s future asset impairment testing will not result in a material charge to earnings.

As a result of suspending sales of Byte clear aligner and impression kits during the fourth quarter of 2024, and subsequently announcing plans that Byte aligners would no longer be offered to new patients, the Company recorded a full write-off of the Byte trademark intangible asset within the Orthodontic and Implant Solutions segment, resulting in a charge of $ 152 million based on a determination that the trademark will not be used in the future operating model for aligners.

2023 Goodwill and Indefinite-Lived Intangibles Impairment and Testing

In the quarter ended September 30, 2023, the Company identified indicators of a more likely than not impairment related to its Connected Technology Solutions reporting unit, which comprises all the Connected Technology Solutions segment.

In the three months ended September 30, 2023, the Company identified indicators of a more likely than not impairment related to its Connected Technology Solutions reporting unit, which comprises all the Connected Technology Solutions segment.

The decline in fair value for this reporting unit was driven by adverse macroeconomic factors because of weakened demand, particularly in European markets, and increased discount rates.

7 unchanged sentences

The impairment charge was primarily driven by macroeconomic factors such as weakened demand, higher cost of capital, and cost inflation, which are contributing to reduced forecasted revenues.

2022 Goodwill and Indefinite-Lived Intangibles Impairment and Testing

In the third and fourth quarters of 2022, the Company identified indicators of a more likely than not impairment related to its former Digital Dental Group and former Equipment & Instruments reporting units within the former Technologies & Equipment segment and certain indefinite-lived intangible assets within these former reporting units as well as the former Consumables reporting unit within the former Consumables segment.

The decline in fair value for these reporting units was driven by weakened global demand, higher cost of capital, unfavorable foreign currency impacts, and increased raw material, supply chain, and service costs, which contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows.

The reporting unit was evaluated for impairment using an income approach, specifically a discounted cash flow model.

As a result, the Company recorded a pre-tax goodwill impairment charge related to the former Digital Dental Group and former Equipment & Instruments reporting units within the former Technologies & Equipment segment of $ 1,100 million and $ 87 million, respectively, for the three months ended September 30, 2022.

This charge was recorded in Goodwill and intangible asset impairment in the Consolidated Statements of Operations.

The fair values of intangible assets were computed using either an income approach, specifically a relief from royalty method, or a qualitative assessment.

As a result, the Company recorded impairment charges for its indefinite-lived intangible assets of $ 66 million and $ 28 million for the former Digital Dental Group and former Equipment & Instruments reporting units, respectively, within the former Technologies & Equipment segment, and a $ 6 million charge for the former Consumables reporting unit within the former Consumables segment, for the year ended December 31, 2022.

A reconciliation of changes in the Company’s goodwill by reportable segment were as follows:

A reconciliation of changes in the Company’s goodwill by reportable segment was as follows:

(in millions) Connected Technology Solutions Essential Dental Solutions Orthodontic and Implant Solutions Wellspect Healthcare Total

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Accumulated impairment losses ( 291 ) — ( 773 ) — ( 1,064 )

Goodwill, net December 31, 2023

$ — $ 840 $ 1,323 $ 275 $ 2,438

Impairment — — ( 773 ) — ( 773 )

Goodwill, net at December 31, 2024 $ — $ 829 $ 503 $ 265 $ 1,597

Translation — 31 22 23 76

Balance at December 31, 2024

Goodwill $ 291 $ 829 $ 1,276 $ 265 $ 2,661

Accumulated impairment losses ( 291 ) — ( 773 ) — ( 1,064 )

Impairment — — ( 525 ) — ( 525 )

Goodwill, net at December 31, 2025 $ — $ 860 $ — $ 288 $ 1,148

$ — $ 829 $ 503 $ 265 $ 1,597

Accumulated impairment losses at

December 31, 2025 ( 291 ) — ( 1,298 ) — ( 1,589 )

Identifiable definite-lived and indefinite-lived intangible assets were as follows:

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Both the payment and future obligation were recorded as increases to the developed technology asset for the year ended December 31, 2024.

As of December 31, 2025 there is no liability remaining and the net carrying amount of the related intangible asset is $ 3.8 million related to the developed technology rights.

During fiscal year 2025, the Company entered into a long-term licensing and naming rights agreement and recognized an intangible asset of $ 13.5 million.

The asset has a contractual term of 15 years and is being amortized on a straight-line basis over that period.

Amortization expense is recorded within selling, general and administrative expenses.

As of December 31, 2025, the carrying amount of the intangible asset was $ 13 million.

NOTE 12 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

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(in millions) 2025 2024

Payroll, commissions, bonuses, other cash compensation and employee benefits $ 125 $ 161

Compensation, benefits, and other employee-related liabilities $ 171 $ 155

Sales and marketing programs 50 86

1 unchanged sentence

Restructuring costs 12 31

Accrued vacation and holidays 30 32

Professional and legal costs 52 105

Current portion of derivatives 30 12

General insurance 11 11

Insurance 10 11

Warranty liabilities 18 21

Third-party royalties 5 5

Deferred income 74 95

Accrued interest 44 8

Accrued property taxes 5 6

Current operating lease liabilities 47 46

1 unchanged sentence

NOTE 14 - FINANCING ARRANGEMENTS

Short-Term Debt

Short-term debt was as follows:

Notes Payable and Current Portion of Long-Term Debt

Notes payable and current portion of long-term debt was as follows:

Year Ended December 31,

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Current portion of long-term debt 228 128

Total short-term debt $ 549 $ 322

Maximum month-end short-term debt outstanding during the year $ 549 $ 399

Total notes payable and current portion of long-term debt $ 313 $ 549

Average amount of short-term debt outstanding during the year 136 344

Weighted-average interest rate on short-term debt at year-end 4.4 % 5.3 %

Short-Term Borrowings

Short-Term Financing

The Company has a five-year senior unsecured multi-currency revolving facility, for an aggregate principal amount of $ 700 million, that expires on May 12, 2028.

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The Company also has access to $ 22 million in uncommitted short-term financing available under lines of credit from various financial institutions, which is reduced by outstanding short-term borrowings of $ 3 million.

At December 31, 2024, the weighted-average interest rate for short-term debt was 5.3 %.

At December 31, 2025, the Company had $ 637 million borrowings available under unused lines of credit, including lines available under its short-term arrangements and revolving credit facility.

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Year Ended December 31,

Principal Interest Principal Interest

(in millions except percentages) Balance Rate Balance Rate

Private placement notes 70 million euros due October 2024

$ — — % $ 77 1.0 %

Private placement notes 25 million Swiss franc due December 2025

28 0.9 % 30 0.9 %

Private placement notes 97 million euros due December 2025

100 2.1 % 107 2.1 %

Private placement notes 26 million euros due February 2026

27 2.1 % 29 2.1 %

Private placement notes 58 million Swiss franc due August 2026

64 1.0 % 69 1.0 %

Private placement notes 106 million euros due August 2026

110 2.3 % 117 2.3 %

Private placement notes 70 million euros due October 2027

72 1.3 % 77 1.3 %

Private placement notes 8 million Swiss franc due December 2027

8 1.0 % 9 1.0 %

Private placement notes 15 million euros due December 2027

16 2.2 % 17 2.2 %

Private placement notes 140 million Swiss franc due August 2028

154 1.2 % 166 1.2 %

Private placement notes 70 million euros due October 2029

72 1.5 % 77 1.5 %

Fixed rate senior notes 750 million due June 2030

750 3.3 % 750 3.3 %

Private placement notes 70 million euros due October 2030

72 1.6 % 77 1.6 %

Private placement notes 45 million euros due February 2031

47 2.5 % 50 2.5 %

Private placement notes 65 million Swiss franc due August 2031

72 1.3 % 77 1.3 %

Private placement notes 12.6 billion Japanese yen due September 2031

80 1.0 % 89 1.0 %

Private placement notes 70 million euros due October 2031

72 1.7 % 77 1.7 %

Principal Principal Due

(Principal balances in millions) Balance Balance

0.9 % Private placement notes 25 million Swiss franc

— 28 December 2025

2.1 % Private placement notes 97 million euros

— 100 December 2025

2.1 % Private placement notes 26 million euros

31 27 February 2026

1.0 % Private placement notes 58 million Swiss franc

73 64 August 2026

2.3 % Private placement notes 106 million euros

125 110 August 2026

1.3 % Private placement notes 70 million euros

82 72 October 2027

1.0 % Private placement notes 8 million Swiss franc

9 8 December 2027

2.2 % Private placement notes 15 million euros

18 16 December 2027

1.2 % Private placement notes 140 million Swiss franc

177 154 August 2028

1.5 % Private placement notes 70 million euros

82 72 October 2029

3.3 % Fixed rate senior notes 750 million

749 750 June 2030

1.6 % Private placement notes 70 million euros

82 72 October 2030

2.5 % Private placement notes 45 million euros

53 47 February 2031

1.3 % Private placement notes 65 million Swiss franc

82 72 August 2031

1.0 % Private placement notes 12.6 billion Japanese yen

80 80 September 2031

1.7 % Private placement notes 70 million euros

82 72 October 2031

8.4 % Private placement notes 550 million U.S.

550 — September 2055

Other borrowings, various currencies and rates 1 4

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(a) Represents the fair value of interest rate swap agreements entered into on a portion of the outstanding senior notes.

The Company’s revolving credit facility, term loans, and senior notes contain certain affirmative and negative debt covenants relating to the Company’s operations and financial condition.

At December 31, 2024, the Company was in compliance with all debt covenants.

Our private placement notes and revolving credit facility contain financial covenants, including maximum Total Leverage Ratio and maximum Senior Leverage Ratio requirements.

On December 24, 2025, these covenants were amended to permit higher leverage levels that step down over time from 4.25 to 1.00 for the four fiscal quarter period ended December 31, 2025 to 2.50 to 1.00 in the quarter ended December 31, 2027 and thereafter.

The amendments also added restrictions on certain restricted payments, revised the definition of EBITDA to allow limited addbacks for efficiency‑initiative costs through 2026, and excluded swap obligations from the definition of debt for covenant calculations.

At December 31, 2025, we were in compliance with all covenants.

The contractual maturity dates of the Company’s long-term borrowings as of December 31, 2025 were as follows:

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Interest expense, net includes interest income of $ 14 million, $ 20 million and $ 16 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Interest income primarily relates to interest-bearing cash equivalents and customer financing for the Company’s direct-to-consumer aligner solutions.

Interest income primarily relates to interest-bearing cash and cash equivalents.

NOTE 15 - EQUITY

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The forward contract did not impact the weighted average common shares outstanding for diluted earnings per share.

For the years ended December 31, 2024, 2023 and 2022, the Company repurchased outstanding shares of common stock at a cost of $ 250 million, $ 300 million and $ 150 million, respectively.

For the year ended December 31, 2024, the treasury stock transactions resulted in an excise tax charge of $ 2 million for public company stock repurchases established by the Inflation Reduction Act of 2022.

For the year ended December 31, 2025 the Company had no repurchases of shares of common stock.

For the years ended December 31, 2024 and 2023, the Company repurchased outstanding shares of common stock at a cost of $ 250 million and $ 300 million, respectively.

For the years ended December 31, 2025, 2024, and 2023, stock options exercised and the proceeds received at exercise were not significant.

For the year ended December 31, 2022, the Company received proceeds of $ 6 million primarily as a result of stock options exercised in the amount of 0.1 million.

It is the Company’s practice to issue shares from treasury stock when stock options are exercised and RSUs vest.

For the year ended December 31, 2024, the treasury stock transactions resulted in an excise tax of $ 2 million for public company stock repurchases established by the Inflation Reduction Act of 2022.

Total outstanding shares of common stock and treasury stock were as follows:

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Shares of treasury stock issued — 0.8 0.8

Repurchase of common stock at an average cost of $ 26.65

— ( 9.4 ) ( 9.4 )

Balance at December 31, 2025 264.5 ( 64.9 ) 199.6

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$ ( 486 ) $ ( 936 ) $ ( 175 )

The components of the benefit for income taxes from operations were as follows:

The components of the expense (benefit) for income taxes from operations were as follows:

Year Ended December 31,

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Total $ 30 $ ( 136 ) $ ( 130 )

Total benefit for income taxes

Total expense (benefit) for income taxes

$ 112 $ ( 26 ) $ ( 43 )

The reconciliation of the U.S.

For the year ended December 31, 2025, the reconciliation of the U.S.

federal statutory tax rate to the effective rate was as follows:

Year Ended December 31,

(in millions, except percentages) 2025

Statutory U.S.

federal income tax rate $ ( 102 ) 21.0 %

State income taxes, net of federal benefit (a)

Foreign tax effects

Statutory income tax rate differential 16 ( 3.3 ) %

Trade tax ( 18 ) 3.7 %

Changes in valuation allowances 16 ( 3.3 ) %

Goodwill impairment 8 ( 1.6 ) %

Other 2 ( 0.4 ) %

Statutory income tax rate differential 16 ( 3.3 ) %

Goodwill impairment 18 ( 3.7 ) %

Other ( 4 ) 0.8 %

Changes in valuation allowance 238 ( 48.9 ) %

Local impairment losses ( 250 ) 51.3 %

Foreign exchange differences 11 ( 2.3 ) %

Other 3 ( 0.6 ) %

Goodwill impairment 26 ( 5.3 ) %

Other 2 ( 0.4 ) %

Statutory income tax rate differential ( 21 ) 4.3 %

Cantonal tax 28 ( 5.7 ) %

Changes in valuation allowances 55 ( 11.3 ) %

Foreign exchange differences ( 4 ) 0.8 %

Local impairment losses ( 38 ) 7.8 %

Other foreign jurisdictions and consolidated eliminations 39 ( 8.0 ) %

Effect of cross-border tax laws

Global Intangible Low Taxed Income (GILTI) 7 ( 1.5 ) %

Subpart F 8 ( 1.7 ) %

Other cross-border 2 ( 0.4 ) %

Tax credits 2 ( 0.4 ) %

Non-taxable or non-deductible items

Goodwill impairment 24 ( 4.9 ) %

Share-based payment awards

Other non-taxable or non-deductible items 7 ( 1.5 ) %

Changes in unrecognized tax benefits 2 ( 0.4 ) %

Other 10 ( 2.1 ) %

Total tax provision and effective tax rate $ 112 ( 23.1 ) %

(a) State taxes in California, New York, Minnesota, Texas, and Florida made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the reconciliations of the U.S.

federal statutory tax rate to the effective rate were as follows:

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(in millions, except percentages)

2024 2023 2022

Statutory U.S.

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Effective income tax rate on operations $ ( 26 ) 2.8 % $ ( 43 ) 24.8 %

The tax effect of significant temporary differences giving rise to deferred tax assets and liabilities were as follows:

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States.

The OBBBA includes significant provisions, including tax cut extensions and modifications to the international tax framework.

The Company evaluated the impact of the OBBBA and concluded that its effect was not material to the financial results of the year ended December 31, 2025.

The tax effects of significant temporary differences giving rise to deferred tax assets and liabilities were as follows:

Year Ended December 31,

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Deferred income taxes $ 94 $ 129

The Company has $ 36 million of foreign tax credit carryforwards at December 31, 2024, of which $ 30 million will expire in 2025 and $ 6 million will expire at various times from 2028 through 2031.

The Company has $ 11 million of tax credit carryforwards at December 31, 2025 which will expire at various times from 2028 through 2045.

The Company has tax loss carryforwards related to certain foreign and domestic subsidiaries of approximately $ 10,187 million at December 31, 2025, of which $ 9,775 million expires at various times through 2045 and $ 412 million may be carried forward indefinitely.

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The Company has recorded these valuation allowances due to the uncertainty that these assets can be realized in the future.

The increase in the valuation allowance is attributable to the increase in the tax loss carryforwards generated in 2024 as there is uncertainty that these assets can be realized in the future.

The increase in the valuation allowance is attributable to the increase in the tax loss carryforwards as there is uncertainty that these assets can be realized in the future.

The Company has recorded $ 7 million of withholding taxes on certain undistributed earnings of its foreign subsidiaries that the Company anticipates will be repatriated.

Undistributed earnings of foreign subsidiaries and related companies that are considered to be permanently invested amounted to $ 348 million at December 31, 2024.

Tax Contingencies

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It is reasonably possible that certain amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date of the Company’s consolidated financial statement s.

Expiration of statutes of limitations in various jurisdictions during the next twelve months could include unrecognized tax benefits of approximately $ 6 million, which, if recognized, would affect the effective income tax rate.

The total amount of accrued interest and penalties were $ 9 million and $ 4 million at December 31, 2024 and 2023, respectively.

The total amount of accrued interest and penalties was $ 9 million at December 31, 2025 and 2024.

The Company has consistently classified interest and penalties recognized in its consolidated financial statements as income taxes based on the accounting policy election of the Company.

The Company recognized a tax expense of $ 5 million for the year ended December 31, 2024, and a tax benefit of $ 2 million in 2023 related to interest and penalties.

The increase in unrecognized tax benefits in 2024 is primarily related to transfer pricing adjustments in certain jurisdictions, offset by a decrease from foreign currency translation.

The Company recognized a tax expense of $ 2 million for the year ended December 31, 2025, and a tax expense of $ 5 million in 2024 related to interest and penalties.

The Company is subject to U.S.

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Unrecognized tax benefits at end of period $ 143 $ 128 $ 132

Cash paid for income taxes, net of refunds, for the years ended December 31, 2024 and 2023 prior to adoption of ASU 2023-09 was $ 74 million and $ 177 million, respectively.

Cash paid during the year ended December 31, 2025 for income taxes, net of refunds after adoption of ASU 2023-09 is as follows:

Year Ended December 31,

(in millions) 2025

Federal $ ( 6 )

State and local jurisdictions —

Germany ( 6 )

Switzerland 10

NOTE 17 - BENEFIT PLANS

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For the large defined benefits pension plans, the Company uses a spot rate approach for the estimation of the Service cost and Interest cost components of benefit cost by applying the specific spot rates along the yield curve to the relevant projected cash flows.

Significant changes in the retirement plan benefit obligations for the year ended December 31, 2024 include a $ 9 million actuarial gain primarily attributable to the increase in discount rates, the effect of which is slightly offset by a $ 1 million loss due to a change in the lump sum withdrawal rate for the Swiss plan.

Significant changes in the retirement plan benefit obligations for the year ended December 31, 2025 include a $ 34 million actuarial gain primarily attributable to the increase in discount rates in most of the countries with defined benefit pension plans.

The changes also include a $ 13 million actuarial loss due to plan experience being different than anticipated.

Significant changes in the retirement plan benefit obligations for the year ended December 31, 2023 include a $ 35 million actuarial loss primarily attributable to the decrease in discount rates, the effect of which is slightly offset by the change in inflation and salary increase assumptions in some plans.

Significant changes in the retirement plan benefit obligations for the year ended December 31, 2024 include a $ 9 million actuarial gain primarily attributable to the increase in discount rates for large defined benefit pension plans in Germany and Sweden, the effect of which is slightly offset by a $ 1 million loss due to a change in the lump sum withdrawal rate for the Swiss plan.

The changes also include a $ 4 million actuarial loss due to plan experience being different than anticipated.

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Effect of exchange rate changes 70 ( 36 )

Plan curtailments and settlements ( 13 ) —

Benefits paid ( 12 ) ( 21 )

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Actual return on assets 10 16

Plan settlements ( 13 ) —

Effect of exchange rate changes 30 ( 15 )

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Before tax AOCI $ 3 $ 27

Deferred taxes 4 9

Deferred taxes (benefit) ( 2 ) 4

Net of tax AOCI $ 5 $ 23

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Accumulated benefit obligation 290 263

Fair value of plan assets — 15

Components of net periodic benefit cost were as follows:

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Total Restructuring and other costs $ 25 $ 95 $ 74

Restructuring and other costs of $ 95 million were recorded in the year ended December 31, 2024, which consisted primarily of employee severance benefits and other costs related to the restructuring plans approved by the Board of Directors of the Company on July 29, 2024 (the “2024 Plan”) and on February 14, 2023 (the “2023 Plan”), as well as certain asset impairments resulting from the strategic actions related to the Byte aligners business beginning in October 2024 (the “Byte Realignment”).

Restructuring and other costs of $ 25 million were recorded in the year ended December 31, 2025, which consisted primarily of employee severance benefits and other restructuring costs for various restructuring actions, including the continuation of the global supply chain transformation initiatives from prior years and the plan approved by the Board of Directors of the Company on July 29, 2024 (the “2024 Plan”).

Restructuring Plans

With the 2024 Plan, the Company seeks to improve operational performance and drive stockholder value creation.

In connection with the 2024 Plan, which is expected to be substantially completed by the end of 2025, the Company anticipates a net reduction in the Company’s global workforce of approximately 2 % to 4 %.

The proposed changes are subject to co-determination processes with employee representative groups in countries where required.

Actions taken under the 2024 Plan seek to further streamline the Company’s operations and global footprint, as well as improve alignment of the Company’s cost structure with its strategic growth objectives.

As of December 31, 2024, the Company has incurred $ 28 million in restructuring charges under the 2024 Plan since its inception.

In total, the Company expects to incur between $ 35 million and $ 50 million in non-recurring restructuring charges under the 2024 Plan, primarily related to employee transition, severance payments, and employee benefits, which are expected to be expensed and paid in cash by the end of 2025.

With the 2023 Plan, the Company sought to restructure the business through a new operating model with five global business units, optimize central functions and overall management infrastructure, and implement other efforts aimed at cost savings.

The 2023 Plan’s annual cost savings target of $ 200 million has been substantially met, with the benefits mostly offset in the short term by additional investments in sales personnel, the Company’s new global Enterprise Resource Planning (“ERP”) system, and other transformation initiatives.

As of December 31, 2024, the Company has incurred $ 87 million in restructuring charges under the 2023 Plan since its inception, primarily related to employee transition, severance payments, employee benefits, and facility closure costs, and $ 20 million in other non-recurring costs related to restructuring activities, which mostly consist of consulting, legal, and other professional service fees.

With the 2024 Plan, the Company sought to improve operational performance and drive stockholder value creation.

The 2024 Plan was substantially completed by the end of 2025.

As of December 31, 2025, the Company has incurred $ 29 million in restructuring charges under the 2024 Plan since its inception, primarily related to employee transition, severance payments and employee benefits.

Remaining restructuring charges attributable to the 2024 Plan are not expected to be material.

The estimates of the charges and expenditures that the Company expects to incur in connection with the 2024 Plan, and the timing thereof, are subject to several assumptions, including local law requirements in various jurisdictions and co-determination aspects in countries where required.

Actual amounts may differ materially from estimates.

In addition, the Company may incur additional charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the 2024 Plan.

The liabilities associated with the Company’s restructuring plans are recorded in Accrued liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets.

Activity in the Company’s restructuring accruals at December 31, 2025 was as follows:

(in millions) 2022 and Prior Plans 2023 Plans 2024 Plans Total

(in millions) 2023 and Prior Plans 2024 Plans Other Actions Total

Balance at December 31, 2024 $ 13 $ 19 $ — $ 32

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Other Restructuring Costs

(in millions) 2022 and Prior Plans 2023 Plans 2024 Plans Total

(in millions) 2023 and Prior Plans 2024 Plans Other Actions Total

Balance at December 31, 2024 $ 1 $ — $ — $ 1

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Total $ 40 $ 57 $ ( 60 ) $ ( 4 ) $ 33

Byte Realignment

The changes to the Byte clear aligners business disclosed in Note 6, Segment and Geographic Information, have resulted in significant reductions in revenue forecasts and a triggering event in the fourth quarter of 2024 to evaluate the recoverability of assets attributable to Byte.

Byte Developments

The changes to the Byte clear aligners business disclosed in Note 6, Segment and Geographic Information, resulted in significant reductions in revenue forecasts.

The Company recorded long-term tangible asset charges, which include production equipment and capitalized software, as well as working capital for certain inventory and customer receivables specific to Byte.

Additionally, the Company recorded a full impairment of the Byte trademark intangible asset.

In addition to these impairments, the Company recorded a full accrual for expected customer refunds and other reimbursement payments stemming from the cessation of sales, which resulted in a $ 35 million reduction to net sales, of which $ 13 million was paid during the three months ended December 31, 2024, with the remainder expected to be paid in 2025.

The impact of these charges related to the Byte Realignment was as follows:

In addition to these impairments, for the year ended December 31, 2024, the Company paid $ 13 million in refunds and recorded a full accrual for remaining expected customer refunds and other reimbursement payments stemming from the cessation of sales, which resulted in a $ 43 million accrual at December 31, 2024, with $ 35 million recorded as a reduction to net sales.

During the year ended December 31, 2025, the Company paid $ 16 million of refunds and recorded adjustments resulting from refinements of its estimate of expected customer refunds that increased deferred income by $ 8 million and increased sales by $ 14 million.

The remainder of the accrual is expected to be paid in 2026.

The impact of the 2024 charges related to changes to the Company’s Byte clear aligners business was as follows:

Location in the Consolidated Statements of Operations

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These financial exposures are monitored and managed by the Company as part of its overall risk management program.

The objective of this risk management program is to reduce the volatility that these market risks may have on the Company’s operating results and cash flows.

The objective of this risk management program is to reduce the volatility that these market risks may have on the Company’s operating results.

The Company employs derivative financial instruments to hedge certain anticipated transactions, firm commitments, or assets and liabilities denominated in foreign currencies.

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The Company does not hold derivative instruments for trading or speculative purposes.

The following summarizes the notional amounts of cash flow hedges, hedges of net investments, fair value hedges, and derivative instruments not designated as hedges for accounting purposes by derivative instrument type at December 31, 2024 and the notional amounts expected to mature during the next 12 months.

The following summarizes the notional amounts of hedges of net investments, fair value hedges, and derivative instruments not designated as hedges for accounting purposes by derivative instrument type at December 31, 2025 and the notional amounts expected to mature during the next 12 months.

Aggregate Notional Amount Maturing within 12 Months

(in millions)

Cash Flow Hedges

Foreign exchange forward contracts $ — $ —

Total derivative instruments designated as cash flow hedges $ — $ —

Hedges of Net Investments

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Fair Value Hedges

Foreign exchange forward contracts $ — $ —

Interest rate swaps 150 —

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Total derivative instruments not designated as hedges $ 1,026 $ 1,026

Cash Flow Hedges

Foreign Exchange Risk Management

The Company hedges select anticipated foreign currency cash flows to reduce volatility in both cash flows and reported earnings or losses.

The Company designates certain foreign exchange forward contracts as cash flow hedges.

As a result, the Company records the fair value of the contracts through AOCI based on the assessed effectiveness of the foreign exchange forward contracts.

The Company measures the effectiveness of cash flow hedges of anticipated transactions on a spot-to-spot basis rather than on a forward-to-forward basis.

Accordingly, the spot-to-spot change in the derivative fair value is deferred in AOCI and released and recorded in the Consolidated Statements of Operations in the same period that the hedged transaction is recorded.

The time-value component of the fair value of the derivative is reported on a straight-line basis in Cost of products sold in the Consolidated Statements of Operations in the period which it is applicable.

Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows.

These foreign exchange forward contracts generally have maturities up to 18 months, which is the period over which the Company is hedging exposures to variability of cash flows, and the counterparties to the transactions are typically large international financial institutions.

Interest Rate Risk Management

The Company enters into interest rate swap contracts to manage interest rate risk on long-term debt instruments and not for speculative purposes.

Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows.

On May 26, 2020, the Company paid $ 31 million to settle the $ 150 million notional Treasury rate lock contract, which partially hedged the interest rate risk of the $ 750 million Senior Notes due June 2030.

This loss is amortized over the ten-year life of the notes.

As of December 31, 2024 and December 31, 2023, $ 16 million and $ 19 million, respectively, of this loss is remaining to be amortized from AOCI in future periods.

Overall, the derivatives designated as cash flow hedges are considered to be highly effective for accounting purposes.

At December 31, 2024, the Company expects to reclassify $ 3 million of deferred net losses on cash flow hedges recorded in AOCI in the Consolidated Statements of Operations during the next 12 months.

For the rollforward of derivative instruments designated as cash flow hedges in AOCI, see Note 5, Comprehensive Loss.

Hedges of Net Investments in Foreign Operations

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The cross-currency basis swap is designated as a hedge of net investments.

This contract effectively converts a portion of the $ 750 million bond coupon from 3.3 % to 1.7 %, which will result in a net reduction of Other (income) expense, net.

This contract effectively converts a portion of the $ 750 million bond coupon from 3.3 % to 1.7 %.

On May 25, 2021, the Company re-established its euro net investment hedge portfolio by entering into eight foreign exchange forward contracts, each with a notional amount of 10 million euro.

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This portfolio of contracts has semi-annual maturity dates through July 2028.

On July 1, 2025, the Company entered into a series of USD to CHF cross-currency basis swaps with a total notional

amount of $ 1.1 billion.

The cross-currency basis swaps were designated as a hedge of net investments at inception.

The maturity dates are $ 550 million in 2030, $ 275 million in 2032, and $ 275 million in 2035.

Fair Value Hedges

Foreign Exchange Risk Management

The Company has intercompany loans denominated in Swedish kronor that are exposed to volatility in foreign currency exchange rates.

The Company employs derivative financial instruments to hedge these exposures.

The Company accounts for these designated foreign exchange forward contracts as fair value hedges.

The Company measures the effectiveness of fair value hedges of anticipated transactions on a spot-to-spot basis rather than on a forward-to-forward basis.

Accordingly, the spot-to-spot change in the derivative fair value will be recorded in Other (income) expense, net in the Consolidated Statements of Operations.

The time-value component of the fair value of the derivative is reported on a straight-line basis in Other (income) expense, net in the Consolidated Statements of Operations in the applicable period.

Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows.

Interest Rate Risk Management

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Any cash flows associated with these instruments are included in operating activities in the Consolidated Statements of Cash Flows.

Gains and losses recorded in the Company’s Consolidated Statements of Operations related to the derivative instruments not designated as hedges for the years ended December 31, 2024 and 2023 were not significant.

Derivative Instrument Activity

The effect of derivative hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss were as follows:

The effects of derivative hedging instruments on the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss were as follows:

Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

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$ 1,840 $ 88 $ ( 24 ) $ 1,835 $ 69 $ ( 12 ) $ 1,879 $ 81 $ 9

(Gain) loss on Cash Flow Hedges

Foreign exchange forward contracts $ — $ — $ — $ 1 $ — $ — $ ( 3 ) $ — $ —

Interest rate swaps — 3 — — 3 — — 3 —

Gain on Hedges of Net Investment

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Foreign exchange forward contracts — — ( 25 ) — — ( 25 ) — — ( 12 )

(Gain) loss on Fair Value Hedges:

Loss on Fair Value Hedges:

Interest rate swaps $ — $ 6 $ — $ — $ 8 $ — $ — $ 11 $ —

Foreign exchange forward contracts — — — — — — — — —

(Gain) loss on Derivative Instruments not Designated as Hedges

Loss on Derivative Instruments not Designated as Hedges

Foreign exchange forward contracts

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(in millions) 2025 2024 2023 2025 2024 2023

Cash Flow Hedges

Foreign exchange forward contracts $ — $ — $ ( 1 ) Cost of products sold $ — $ ( 1 ) $ 3

Interest rate swaps — — — Interest expense, net ( 3 ) ( 3 ) ( 3 )

Hedges of Net Investments

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While these contracts contain the enforceable right to offset through netting arrangements with the same counterparty, the Company elects to present them on a gross basis in the Consolidated Balance Sheets.

Offsetting of financial assets and liabilities under netting arrangements at December 31, 2024 were as follows:

Offsetting of financial assets and liabilities under netting arrangements at December 31, 2025 was as follows:

Gross Amounts Not Offset in the Consolidated Balance Sheets

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Interest rate swaps 14 — 14 — — 14

Cross currency basis swaps 73 — 73 ( 32 ) — 41

Total liabilities $ 154 $ — $ 154 $ ( 50 ) $ — $ 104

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(in millions) Total Level 1 Level 2 Level 3

Cross currency interest rate swaps $ 18 $ — $ 18 $ —

Interest rate swap asset related to long-term debt $ 14 $ — $ 14 $ —

Foreign exchange forward contracts 8 — 8 —

1 unchanged sentence

Interest rate swaps $ 14 $ — $ 14 $ —

Cross currency basis swaps 31 — 31 —

Foreign exchange forward contracts 67 — 67 —

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The Company’s Level 3 liabilities at December 31, 2024 are related to earn-out obligations from acquisitions and licensing arrangements.

The following table presents a reconciliation of the Company’s Level 3 holdings measured at fair value on a recurring basis using unobservable inputs:

(in millions) Level 3

Balance, December 31, 2022 $ 4

Balance, December 31, 2023 $ 4

Balance, December 31, 2024 $ 4

For the year ended December 31, 2025, there was a gain of $ 4 million recorded to other income in relation to a release of contingent consideration related to a prior acquisition.

There were no additional purchases or transfers of Level 3 financial instruments in 2025 and 2024.

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The case was narrowed following its inception.

The plaintiff’s claims which, as discussed below, have now been settled in principal, are that the Company and certain individual defendants violated U.S.

The plaintiff’s claims which, as discussed below, have now been approved for final settlement, were that the Company and certain individual defendants violated U.S.

securities laws by making material misrepresentations and omitting required information in the December 4, 2015 registration statement filed with the SEC in connection with the 2016 merger of Sirona Dental Systems Inc.

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(the “Merger”) and that the defendants failed to disclose, among other things, that a distributor had purchased excessive inventory of legacy Sirona products.

In addition, the plaintiff alleges that the defendants violated U.S.

In addition, the plaintiff alleged that the defendants violated U.S.

securities laws by making false and misleading statements in quarterly and annual reports and other public statements between May 6, 2016 and August 7, 2018.

The plaintiff asserts claims on behalf of a putative class consisting of all purchasers of the Company's stock during the period from December 8, 2015 through August 6, 2018.

The plaintiff asserted claims on behalf of a putative class consisting of all purchasers of the Company’s stock during the period from December 8, 2015 through August 6, 2018.

The Company moved to dismiss the amended complaint on August 15, 2019.

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The Company’s motion to dismiss was denied in a ruling by the EDNY Court on March 29, 2023, and the Company’s answer to the second amended complaint was filed on May 12, 2023.

Following additional motion practice — which remained outstanding with the EDNY Court — and discovery, the parties engaged in settlement discussions with the assistance of a mediator, and, in January 2025, reached a settlement in principal to resolve the case in full for $ 84 million, of which the Company expects to receive an offsetting insurance receivable of approximately $ 78 million while paying the rest in cash.

A binding term sheet for the settlement has been signed, which is subject to negotiation and approval by the EDNY Court of a full settlement agreement.

The excess of the settlement liability as of December 31, 2024 over the corresponding insurance policy receivable resulted in $ 6 million of legal expense which was recorded during the period.

In connection with the settlement, the Company received an offsetting insurance policy receivable of approximately $ 78 million and paid the rest in cash.

The excess of the settlement liability over the corresponding insurance policy receivable resulted in $ 6 million of legal expense which was recorded during the year ended December 31, 2024.

The settlement agreement, which was negotiated and signed in January, was approved by the EDNY Court following a final approval hearing held on September 10, 2025.

On June 2, 2022, the Company was named as a defendant in a putative class action filed in the U.S.

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On October 10, 2023, Defendants filed a motion to dismiss the Amended Complaint.

Lead Plaintiffs’ opposition to Defendants’ motion to dismiss was filed on December 8, 2023, and Defendants’ reply was filed on January 8, 2024.

The motion to dismiss was granted as to Mr.

Chadha and granted in part and denied in part as to the Company, Mr.

Lead Plaintiffs opposed the motion.

On May 1, 2024, the SDNY Court granted the motion to dismiss as to Mr.

Chadha and granted in part and denied in part the motion to dismiss as to the Company, Mr.

Casey, and Mr.

Gomez in a ruling by the SDNY Court on May 1, 2024.

The Company’s answer to the Amended Complaint was filed on May 21, 2024.

On November 15, 2024, Lead Plaintiffs filed a motion to certify the matter as a class action, to appoint Lead Plaintiffs as class representatives, and to appoint Robbins Geller Rudman & Dowd LLP as class counsel.

Defendants’ opposition to Lead Plaintiffs’ motion was filed on December 20, 2024, and Lead Plaintiffs’ reply is due on February 28, 2025.

On November 15, 2024, Lead Plaintiffs filed a motion to certify the matter as a class action, to appoint Lead Plaintiffs as class representatives, and to appoint class counsel.

Defendants opposed the motion.

On July 10, 2025, the SDNY Court granted Lead Plaintiffs’ motion for class certification, appointed the Lead Plaintiffs as class representatives, and appointed counsel for Lead Plaintiffs as class counsel.

On November 3, 2025, Defendants and Lead Plaintiffs cross-moved for partial summary judgment.

The motions for partial summary judgment were fully briefed on January 19, 2026.

The Company has recognized a liability as of December 31, 2025, with an offsetting insurance receivable, resulting in no impact to the Consolidated Statements of Operations in the three and twelve months ended December 31, 2025.

In addition to the Securities Litigation, as previously disclosed, the Company voluntarily contacted the SEC following the Company’s announcement on May 10, 2022 of the internal investigation by the Audit and Finance Committee of the Company’s Board of Directors.

The Company continues to cooperate with the SEC regarding this matter.

Separately, on July 13, 2023, Dentsply Sirona stockholder George Presura filed a stockholder derivative suit in the Delaware Court of Chancery captioned George Presura, Derivatively on Behalf of Nominal Defendant Dentsply Sirona Inc.

On October 14, 2025, the Company announced that the Division of Enforcement of the SEC has concluded its investigation of the Company and does not intend to recommend any enforcement action against the Company.

Separately, on July 13, 2023, Company stockholder George Presura filed a stockholder derivative suit in the Delaware Court of Chancery captioned George Presura, Derivatively on Behalf of Nominal Defendant Dentsply Sirona Inc.

and Dentsply Sirona, Inc., No.

2 unchanged sentences

Casey and Gomez.

The derivative complaint in

this case contains allegations similar to those in the Securities Litigation, and it alleges that during the period from June 9, 2021 through July 13, 2023, various of the defendants breached fiduciary duties, committed corporate waste, and misappropriated information to conduct insider trading by making materially false and misleading statements or omissions regarding the Company’s recognition of revenue tied to distributor rebate and incentive programs and distributor inventory levels.

The derivative complaint in this case contains allegations similar to those in the Securities Litigation, and it alleges that during the period from June 9, 2021 through July 13, 2023, various of the defendants breached fiduciary duties, committed corporate waste, and misappropriated information to conduct insider trading by making materially false and misleading statements or omissions regarding the Company’s recognition of revenue tied to distributor rebate and incentive programs and distributor inventory levels.

On August 4, 2023, the Delaware Court of Chancery stayed the Presura Derivative Litigation until the earlier of public announcement of a settlement of the Securities Litigation or resolution of the pending motion to dismiss in the Securities Litigation.

Additionally, on March 26, 2024, Dentsply Sirona stockholder Calvin Snee filed a stockholder derivative suit in the Delaware Court of Chancery captioned Calvin Snee, derivatively on behalf of Dentsply Sirona Inc.

Additionally, on March 26, 2024, Company stockholder Calvin Snee filed a stockholder derivative suit in the Delaware Court of Chancery captioned Calvin Snee, derivatively on behalf of Dentsply Sirona Inc.

Casey Jr., et al.

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On May 2, 2024, the Delaware Court of Chancery issued an order consolidating and staying the Presura Derivative Litigation and Snee Derivative Litigation.

On July 19, 2024, Dentsply Sirona stockholder Frank Manfre filed a stockholder derivative suit in the Delaware Court of Chancery captioned Frank Manfre, derivatively on behalf of nominal defendant Dentsply Sirona Inc.

On July 19, 2024, Company stockholder Frank Manfre filed a stockholder derivative suit in the Delaware Court of Chancery captioned Frank Manfre, derivatively on behalf of nominal defendant Dentsply Sirona Inc.

and Dentsply Sirona Inc., No.

2024-0763 (the “Manfre Derivative Litigation”).

The complaint asserts claims against current and former members of the Company’s Board of Directors and current and former executive officers, including Messrs.

The complaint asserts claims against current

and former members of the Company’s Board of Directors and current and former executive officers, including Messrs.

Casey and Gomez.

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1:24-cv-09819 (the “Key West Action”).

The complaints in these three cases allege that, for different alleged class periods over the period from May 6, 2021 through November 6, 2024, the Company and certain current and former officers violated U.S.

The complaints in these three cases allege that, for different alleged class periods over the period from May 6, 2021 through November 6, 2024, the Company and certain then-current and former officers violated U.S.

securities laws by, among other things, making materially false and misleading statements or omissions, including regarding the performance of the Company’s Byte aligners business, following the Company’s acquisition of Byte LLC in December 2020.

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Securities Litigation, No.

24-cv-9083, and appointing HANSAINVEST Hanseatische Investment-Gesellschaft mit beschränkter Haftung and City of Miami General Employees’ & Sanitation Employees’ Retirement Trust as lead plaintiffs (“Lead Plaintiffs”) and Bernstein Litowitz Berger & Grossmann LLP as lead counsel for the consolidated case.

The SDNY Court ordered the Lead Plaintiffs to file an amended complaint by April 7, 2025.

24-cv-9083 (the “2024 Securities Litigation”), and appointed lead plaintiffs and lead counsel for the consolidated case.

An amended complaint was filed on May 9, 2025.

On July 8, 2025, the Company and certain then-current and former officers of the Company filed a motion to dismiss the amended complaint.

On January 16, 2026, the SDNY Court granted the motion to dismiss as to Mr.

Gomez and granted in part and denied in part the motions to dismiss as to the Company and all other defendants.

Separately, on March 18, 2025, Company stockholder Kevin O’Connor filed a stockholder derivative suit in the SDNY Court captioned Kevin O’Connor, derivatively on behalf of Dentsply Sirona Inc.

Campion, et al.

and Dentsply Sirona Inc., No.

1:25-cv-02246 (the “O’Connor Derivative Litigation”).

The complaint, filed derivatively on behalf of the Company, asserts claims against current and former members of the Company’s Board of Directors and then-current and former executive officers.

The derivative complaint in this case contains allegations similar to those in the 2024 Securities Litigation, and it alleges that during the period from December 1, 2022 through November 6, 2024, various of the defendants breached fiduciary duties by, among other things, causing or allowing the Company to issue or make materially false and misleading statements concerning the Company’s financial condition and business operations as related to the acquisition of Byte LLC.

Additionally, on April 9, 2025, Company stockholder William Andreotti filed a stockholder derivative suit in the SDNY Court captioned William Andreotti, Derivatively on Behalf of Dentsply Sirona, Inc.

Campion, et al.

and Dentsply Sirona, Inc., No.

1:25-cv-02931 (the “Andreotti Derivative Litigation”).

The complaint, filed derivatively on behalf of the Company, asserts claims against current and former members of the Company’s Board of Directors and then-current and former executive officers.

The derivative complaint in this case contains allegations similar to those in the O’Connor Derivative Litigation and the 2024 Securities Litigation, and it alleges that beginning on December 1, 2022, various of the defendants breached fiduciary duties and were unjustly enriched by disseminating or approving materially false and misleading statements or omissions related to the acquisition of Byte LLC.

On April 29, 2025, the SDNY Court issued an order consolidating and staying the O’Connor Derivative Litigation and the Andreotti Derivative Litigation.

Subsequent to December 31, 2025, on February 24, 2026, Company stockholder Derrick Chua filed a stockholder derivative suit in the U.S.

District Court for the Western District of North Carolina captioned Derrick Chua, derivatively on behalf of Dentsply Sirona Inc.

Campion, et al.

and Dentsply Sirona Inc., No.

3:26-cv-00148.

The complaint, filed derivatively on behalf of the Company, asserts claims against current and former members of the Company’s Board of Directors and former executive officers.

The derivative complaint in this case contains allegations similar to those in the O’Connor Derivative Litigation, the Andreotti Derivative Litigation, and the 2024 Securities Litigation, and it alleges that during the period from December 1, 2022 through November 6, 2024, various of the defendants violated federal securities laws and breached fiduciary duties by, among other things, causing the Company to repurchase its stock at prices that were artificially inflated due to alleged misrepresentations.

On March 21, 2023, Mr.

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merged into Dentsply Italia S.r.l.

in 2018 (the surviving entity is now Dentsply Sirona Italia S.r.l.).

in 2018 (the surviving entity is now DSI).

Under the SPA, a portion of the purchase price equal to € 7 million was required to be deposited into an escrow account (the “Escrow Account”) and released to Mr.

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camera which had to meet certain specifications.

In connection with the

closing of the share purchase transaction, the SPA was supplemented by a Facility Agreement, also dated October 8, 2012 (the “FA”), which specifically set out the mechanics of payment and release of the proceeds of the Escrow Account.

In connection with the closing of the share purchase transaction, the SPA was supplemented by a Facility Agreement, also dated October 8, 2012 (the “FA”), which specifically set out the mechanics of payment and release of the proceeds of the Escrow Account.

The Austrian notary public, Mr.

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Gobbetti, the arbitral tribunal did not grant him appropriate defense rights under the Italian Civil Code and did not fully address the merits of his claims, despite acknowledging jurisdiction.

Gobbetti asked the Court of Appeals to directly sentence DSI to pay the € 7 million, plus damages of € 21 million.

DSI must submit its defense by March 20, 2025.

Gobbetti asked the Court of Appeals to directly sentence DSI to pay the € 7 million, plus damages of € 21 million and interest accruing until the time of payment.

On April 17, 2025, DSI filed its statement of defense, asking the Court of Appeals to reject Mr.

Gobbetti’s appeal and confirm the arbitral award in its entirety.

The first hearing in the appeal proceedings took place on May 7, 2025, and the Court of Appeals concluded that there was no need to take additional evidence.

A final hearing was scheduled for February 11, 2026 and was moved by the Court of Appeals to March 4, 2026.

Except as noted above, no specific amounts of damages have been alleged in these lawsuits.

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The proposed adjustment, if sustained, would also result in a loss of foreign tax credits carried forward to later tax years.

The Company believes that it accurately reported the federal income tax consequences of the internal restructuring and stock redemption in its tax returns and in April 2024, submitted an administrative protest with the IRS Independent Office of Appeals contesting the examination team’s proposed adjustments.

The Company believes that it accurately reported the federal income tax consequences of the internal restructuring and stock redemption in its

tax returns and in April 2024, submitted an administrative protest with the IRS Independent Office of Appeals contesting the examination team’s proposed adjustments.

The IRS examination team provided the Company with a rebuttal to the Company’s administrative protest during August 2024 and informed the Company that the dispute would be forwarded to the IRS Independent Office of Appeals.

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The Company intends to vigorously defend its positions and pursue related appeals in the above-described pending matters and believes it is more likely than not that its positions will be sustained, although the Company may elect to settle certain matters.

Unless otherwise disclosed herein, the Company has not accrued losses for these matters because the Company does

not believe the risk of loss is probable and cannot estimate the range of any potential loss with any reasonable degree of accuracy.

Unless otherwise disclosed herein, the Company has not accrued losses for these matters because the Company does not believe the risk of loss is probable and cannot estimate the range of any potential loss with any reasonable degree of accuracy.

In addition to the matters disclosed above, the Company is, from time to time, subject to a variety of litigation and similar proceedings incidental to its business.

These legal matters primarily involve claims for damages arising out of the use of the Company’s products and services and claims relating to intellectual property matters including patent infringement, employment matters, tax matters, commercial disputes, competition and sales and trading practices, personal injury, and insurance coverage.

These legal matters primarily involve claims for damages arising out of the use of the Company’s products and services and claims relating to intellectual property matters including patent infringement, employment matters, tax matters, commercial disputes, competition, sales, and trading practices, personal injury, and insurance coverage.

The Company may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, divested businesses.

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However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations, or liquidity.

While the Company maintains general, product, property, workers’ compensation, automobile, cargo, aviation, crime, fiduciary and directors’ and officers’ liability insurance up to certain limits that cover certain of these claims, this insurance may be insufficient or unavailable to cover such losses.

While the Company maintains general, product, property, workers’ compensation, automobile, cargo, aviation, crime, fiduciary, cyber, and directors’ and officers’ liability insurance up to certain limits that cover certain of these claims, this insurance may be insufficient or unavailable to cover such losses.

In addition, while the Company believes it is entitled to indemnification from third parties for some of these claims, these rights may also be insufficient or unavailable to cover such losses.

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In the normal course of business to facilitate sales of the Company’s products and services, the Company indemnifies certain parties, including customers, vendors, lessors, services providers, and others, with respect to certain matters, including, but not limited to, services to be provided by or for the Company, and intellectual property infringement claims made by third parties.

In addition, the Company has entered into indemnification agreements with its directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their

status or service as directors or officers.

In addition, the Company has entered into indemnification agreements with its current and former directors and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.

Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim.

It is not possible to make a reasonable estimate of the maximum potential amount of indemnification under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement.

Additionally, the Company has a limited history of prior indemnification claims, and the payments made under such agreements have not had a material effect on the Company’s results of operations, cash flows or financial position.

Except as noted in the “Contingencies” section herein, as of December 31, 2024, the Company did not have any material indemnification claims that were probable or reasonably possible.

However, to the extent that valid indemnification claims arise in the future, future payments by the Company could be significant and could have a material adverse effect on the Company’s results of operations or cash flows in a particular period.

NOTE 22 - SUBSEQUENT EVENTS

On February 23, 2026, the Company’s Board of Directors eliminated the declaration of quarterly dividends on the Company’s common stock starting in the quarter ending March 31, 2026.

On February 24, 2026, the Company’s Board of Directors approved a restructuring plan (the “2026 Plan”) to improve operational performance and drive stockholder value creation.

In connection with the 2026 Plan, the Company expects to incur non-recurring charges in the approximate range of $ 55 million to $ 65 million, the majority of which will be expensed and paid in cash in 2026 and 2027.

DENTSPLY SIRONA INC.

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2025 1,503 634 5 ( 61 ) 22 2,103

(a) The increase charged to other accounts represents an increase in deferred tax assets related to the re-establishment of Luxembourg net operating loss carryforwards for which a corresponding increase to the valuation allowance was also recorded, with no net impact to tax expense.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data