What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 94 added, 76 removed, 194 unchanged (47% of the section changed)

6 unchanged sentences

Changes in Internal Control Over Financial Reporting

The Company is implementing a new enterprise resource planning (“ERP”) system using a global platform.

The Company has committed to a multi-year project to implement a new ERP system using a global platform.

The implementation is underway and is expected to continue to occur in phases over the next several years.

In connection with the ERP implementation, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures.

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

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

Except with respect to the continued implementation of the new ERP system, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to evaluate any further changes in our internal control over financial reporting over the course of the implementation of the new ERP system and other related systems, which is scheduled to occur in phases over the next few years.

Except with respect to the continued implementation of the new ERP system, there have been no changes in our internal control over financial reporting during the quarter and year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to evaluate any further changes that could materially affect, or are reasonably likely to materially affect, our internal control over financial reporting over the course of the implementation of the new ERP system and other related systems.

Other Information

1 unchanged sentence

During the year ended December 31, 2025, none of the Company’s directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

Dividend Suspension

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.

Restructuring Plan

On February 24, 2026, the Company’s Board of Directors approved 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.

The 2026 Plan is anticipated to result in approximately $120 million in annualized cost savings.

The Company intends to reinvest a portion of the anticipated savings in targeted return-to-growth initiatives, including investments in accelerated innovation, clinical education, and sales team education focused on connected dentistry.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

3 unchanged sentences

Code of Ethics

The Company has a Code of Ethics and Business Conduct that applies to the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the Board of Directors and substantially all of the Company’s management-level employees.

The Company has a Code of Ethics and Business Conduct that applies to the Chief Executive Officer, Chief Accounting Officer, the Board of Directors and substantially all of the Company’s management-level employees.

A copy of the Code of Ethics and Business Conduct is available in the Investors section of the Company’s website at www.dentsplysirona.com.

4 unchanged sentences

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

The foregoing summary of our insider trading policy does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as Exhibit 19.1 to this Annual Report on Form 10-K and incorporated by reference herein.

Executive Compensation

36 unchanged sentences

Morgan Securities LLC (6)

$700 Million Credit Agreement, dated as of July 27, 2018 final maturity in July 26, 2024, by and among the Company, the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A.

as administrative agent, Citibank N.A.

as Syndication Agent, and Wells Fargo Bank, N.A., Commerzbank AG, New York Branch, MUFG Bank, Ltd., Unicredit Bank AG New York Branch, and TD Bank, N.A.

as co-documentation agents, and J.P.

Morgan Chase Bank, N.A.

and Citibank, N.A., as Joint Bookrunners and Joint Lead Arrangers (15)

Description of the Registrant’s Securities (16)

Exhibit Number Description

Form of Indenture (4)

Supplemental Indenture, dated August 23, 2011 between DENTSPLY International Inc., as Issuer and Wells Fargo, National Association, as Trustee (5)

12.55 Billion Japanese Yen Term Loan Agreement between the Company and Bank of Tokyo dated September 22, 2014 due September 28, 2019, between the Company, The Bank of Tokyo-Mitsubishi UFJ, LTD as Sole Lead Arranger, Development Bank of Japan, Inc.

as Co-Arranger, The Bank of Tokyo-Mitsubishi UFJ, LTD, as Administrative Agent (7)

First Amendment to 12.55 Billion Japanese Yen Term Loan Agreement dated December 18, 2015 between the Company and Bank of Tokyo-Mitsubishi UFJ, LTD (9)

United States Commercial Paper issuing and paying Agency Agreement dated as of November 4, 2014, between the Company and U.S.

1 unchanged sentence

Life Insurance Company, The Northwestern Mutual Life Insurance Company, The Lincoln National Life Insurance Company, Manulife Life Insurance Company, Manufacturers Life Reinsurance Limited, Nationwide Life Insurance Company, United of Omaha Life Insurance Company and the other purchasers listed in Schedule A thereto (8)

Note Purchase Agreement Amendment and Consent, dated August 26, 2022, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among the Issuers and the holders of Notes set forth therein (21)

Note Purchase Agreement Amendment No.

2 and Consent, dated November 5, 2022, by and among DENTSPLY SIRONA Inc and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among the Issuers and the holders of Notes set forth therein (21)

Note Purchase Agreement Amendment No.

3, dated as of June 3, 2025, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among DENTSPLY SIRONA Inc.

and the other parties thereto (32)

Note Purchase Agreement Amendment No.

4, dated as of December 24, 2025, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among DENTSPLY SIRONA Inc.

and the other parties thereto (38)

Note Purchase Agreement, dated October 27, 2016, by and among the Company, Metropolitan Life Insurance Company, New York Life Insurance Company, Nationwide Life Insurance Company, The Northwestern Mutual Life Insurance Company, Massachusetts Mutual Life Insurance Company, Allianz Life Insurance Company of North America, Hartford Life and Accident Insurance Company, The Lincoln National Life Insurance Company, The Guardian Life Insurance Company of America, Great-West Life & Annuity Insurance Company, The Prudential Insurance Company of America, and the other purchasers listed in Schedule A thereto (9)

Note Purchase and Guarantee Agreement Amendment and Consent, dated August 26, 2022, by and among DENTSPLY SIRONA Inc., Sirona Dental Services GmbH and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement and Guarantee Agreement, dated October 27, 2016, by and among the Issuers and the holders of Notes set forth therein (21)

Note Purchase and Guarantee Agreement Amendment No.

2 and Consent, dated November 5, 2022, by and among DENTSPLY SIRONA Inc, Sirona Dental Services GmbH and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement and Guarantee Agreement, dated October 27, 2016, by and among the Issuers and the holders of Notes set forth therein (21)

Note Purchase and Guarantee Agreement Amendment No.

3, dated as of June 3, 2025, by and among DENTSPLY SIRONA Inc., Sirona Dental Services GmbH and each of the holders of Notes parties thereto, with respect to that certain Note Purchase and Guarantee Agreement, dated October 27, 2016, by and among DENTSPLY SIRONA Inc., Sirona Dental Services GmbH and the other parties thereto (32)

Note Purchase and Guarantee Agreement Amendment No.

4, dated as of December 24, 2025, by and among DENTSPLY SIRONA Inc., DENTSPLY DENTAL B.V.

(as successor by merger to Sirona Dental Services GmbH) and each of the holders of Notes parties thereto, with respect to that certain Note Purchase and Guarantee Agreement, dated October 27, 2016, by and among DENTSPLY SIRONA Inc., Sirona Dental Services GmbH and the other parties thereto (38)

Note Purchase Agreement, dated June 24, 2019, by and among the Company and Brighthouse Life Insurance Company, Metlife Insurance K.K., The Northwestern Mutual Life Insurance Company, Hartford Fire Insurance Company, and Hartford Life and Accident Insurance Company (14)

Note Purchase Agreement Amendment and Consent, dated August 26, 2022, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among the Issuers and the holders of Notes set forth therein (21)

Note Purchase Agreement Amendment No.

2 and Consent, dated November 5, 2022, by and among DENTSPLY SIRONA Inc and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among the Issuers and the holders of Notes set forth therein (21)

Note Purchase Agreement Amendment No.

3, dated as of June 3, 2025, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among DENTSPLY SIRONA Inc.

and the other parties thereto (32)

Note Purchase Agreement Amendment No.

4, dated as of December 24, 2025, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among DENTSPLY SIRONA Inc.

and the other parties thereto (38)

Indenture, dated as of May 26, 2020, between DENTSPLY SIRONA Inc.

2 unchanged sentences

and Wells Fargo Bank, National Association (17)

Second Supplemental Indenture, dated as of June 12, 2025, between DENTSPLY SIRONA Inc.

and Computershare Trust Company, N.A.

Form of 3.250% Notes due 2030 (included in Exhibit 4.13) (17)

Form of 8.375% Junior Subordinated Notes due 2055 (33)

Consent Memorandum, dated August 11, 2022, by and among DENTSPLY SIRONA Inc., the Subsidiary Borrowers from time to time party thereto, the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (21)

Note Purchase Agreement Amendment and Consent, dated August 26, 2022, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among the Issuers and the holders of Notes set forth therein.

Note Purchase Agreement Amendment and Consent, dated August 26, 2022, by and among DENTSPLY SIRONA Inc.

and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among the Issuers and the holders of Notes set forth therein.

Consent Memorandum, dated September 14, 2022, by and among DENTSPLY SIRONA Inc., the Subsidiary Borrowers from time to time party thereto, the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (21)

Consent Memorandum, dated November 4, 2022, by and among DENTSPLY SIRONA Inc., the Subsidiary Borrowers from time to time party thereto, the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (21)

Note Purchase Agreement Amendment No.

Note Purchase and Guarantee Agreement Amendment No.

Note Purchase Agreement Amendment No.

2 and Consent, dated November 5, 2022, by and among DENTSPLY SIRONA Inc and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among the Issuers and the holders of Notes set forth therein.

Restricted Stock Unit Deferral Plan* (9)

Trust Agreement for the Company’s Employee Stock Ownership Plan between the Company and T.

7 unchanged sentences

Supplemental Executive Retirement Plan, as amended and restated January 1, 2019* (13)

Amendment to the Dentsply Sirona Inc.

Supplemental Executive Retirement Plan* (30)

2010 Equity Incentive Plan, amended and restated* (8)

1 unchanged sentence

2016 Omnibus Incentive Plan, as amended and restated effective February 14, 2018* (11)

Sirona Dental Systems, Inc.

Equity Incentive Plan, as Amended* (10)

Employment Agreement, dated February 12, 2018, between DENTSPLY SIRONA Inc.

and Donald M.

Casey Jr.* (11)

First Amendment to Employment Agreement, dated August 3, 2018, by and between DENTSPLY SIRONA Inc.

and Donald M.

Casey Jr.* (17)

Second Amendment dated as of March 5, 2019 to Employment Agreement by and between DENTSPLY SIRONA Inc.

and Donald M.

Casey, Jr.* (18)

Form of DENTSPLY SIRONA Inc.

6 unchanged sentences

Indemnification Agreement dated as of February 27, 2024* (25)

Form of Amended and Restated DENTSPLY SIRONA Inc.

Indemnification Agreement dated as of December 10, 2025* (Filed herewith)

Form of Option Grant Notice Under the DENTSPLY SIRONA Inc.

4 unchanged sentences

2016 Omnibus Incentive Plan as amended and restated* (10)

Employee Stock Purchase Plan, dated May 23, 2018* (16)

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

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

Non-Employee Director Compensation Policy, effective May 21, 2024* (33)

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

Form of Restricted Share Unit Grant Notice for Directors under the DENTSPLY SIRONA Inc.

1 unchanged sentence

Amended and Restated Restricted Stock Unit Deferral Plan, effective July 31, 2019* (15)

Offer Letter, dated June 27, 2019, between DENTSPLY SIRONA Inc.

and Jorge Gomez* (20)

Interim Chief Executive Officer Employment Agreement by and between DENTSPLY SIRONA Inc.

Groetelaars, dated April 16, 2022 (29)

Interim Chief Financial Officer Employment Agreement by and between DENTSPLY SIRONA Inc.

and Barbara W.

Bodem, dated April 16, 2022 (29)

Dentsply Sirona Inc.

Key Employee Severance Benefits Plan, dated May 25, 2022* (29)

Dentsply Sirona Inc.

Amended and Restated Key Employee Severance Benefits Plan, dated September 22, 2022* (21)

Dentsply Sirona Inc.

Amended and Restated Key Employee Severance Benefits Plan, effective as of October 10, 2025* (Filed herewith)

Employment Agreement between DENTSPLY SIRONA Inc.

Campion, entered into as of August 22, 2022* (20)

First Amendment to the Interim Chief Financial Officer Employment Agreement between DENTSPLY SIRONA Inc.

and Barbara W.

Bodem, dated as of September 22, 2022.

Offer Letter between DENTSPLY SIRONA Inc.

and Glenn Coleman, entered into as of September 22, 2022.

Credit Agreement, dated as of May 12, 2023, among DENTSPLY SIRONA Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Commerzbank AG, New York Branch, PNC Bank, National Association, TD Bank, N.A., Truist Bank and Wells Fargo Bank, National Association as Co-Documentation Agents, JPMorgan Chase Bank, N.A., and Citibank N.A., as Joint Bookrunners and Joint Leader Arrangers, and the several lenders party thereto (23)

Assignment and Assumption and Amendment to Credit Agreement, dated as of March 31, 2025, among Dentsply Sirona Inc., PNC Bank, National Association, Commerzbank AG, New York Branch, Truist Bank, and Goldman Sachs Bank USA (30)

First Amendment to Credit Agreement, dated as of June 3, 2025, by and among DENTSPLY SIRONA Inc., the financial institutions listed on the signature pages thereof as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (32)

Second Amendment to Credit Agreement, dated as of December 24, 2025, by and among DENTSPLY SIRONA Inc., the financial institutions listed on the signature pages thereof as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (38)

DENTSPLY SIRONA Inc.

2024 Omnibus Incentive Plan* (26)

Amendment No.

1 to the DENTSPLY SIRONA Inc.

2024 Omnibus Incentive Plan* (29)

DENTSPLY SIRONA Amended and Restated Employee Stock Purchase Plan, dated April 9, 2024* (26)

11 unchanged sentences

2024 Omnibus Incentive Plan* (7)

Insider Trading Policy revised July 26, 2022 (36)

Form of Option Award Agreement (Director) under the Dentsply Sirona Inc.

2024 Omnibus Incentive Plan* (36)

Bridge Loan Agreement, dated as of March 19, 2025, among Dentsply Sirona Inc., the lenders party thereto, Goldman Sachs Bank USA, as Administrative Agent and Goldman Sachs Bank USA, as Sole Bookrunner and Sole Lead Arranger (28)

Offer Letter between DENTSPLY SIRONA Inc.

and Matthew E.

Garth, entered into as of May 20, 2025* (31)

Employment Agreement by and between DENTSPLY SIRONA Inc.

and Daniel Scavilla, dated July 18, 2025* (34)

Separation and Release of Claims Agreement by and between DENTSPLY SIRONA Inc.

Campion, dated July 20, 2025* (34)

Transition, Separation and Release of Claims Agreement by and between DENTSPLY SIRONA Inc.

and Richard C.

Rosenzweig, dated October 2, 2025* (35)

Separation and Release of Claims Agreement by and between DENTSPLY SIRONA Inc.

and Matthew E.

Garth, dated November 7, 2025* (37)

Insider Trading Policy revised December 10, 2025 (Filed herewith)

Subsidiaries of the Company (Filed herewith)

3 unchanged sentences

Section 906 Certification Statement (Furnished herewith)

Dodd-Frank Act Restatement Clawback Policy dated November 21, 2023 (36)

Dodd-Frank Act Restatement Clawback Policy dated December 10, 2025 (Filed herewith)

101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

9 unchanged sentences

(3) Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2007, File No.

(4) Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2008, File No.

(4) Incorporated by reference to exhibit included in the Company’s Registration Statement on Form S-3 dated August 15, 2011 (No.

4 unchanged sentences

(9) Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2016, File no.

(11) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated January 17, 2018, File no.0-16211.

(10) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated February 15, 2018, File no.0-16211.

1 unchanged sentence

(12) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated May 23, 2018, File no.0-16211.

(15) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated July 30, 2018, File no.0-16211.

(16) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended June 30, 2018, File no.

(13) Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2018, File no.

(18) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated March 8, 2019, File no.

(14) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated June 26, 2019, File no.

(15) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended June 30, 2019, File no.

(21) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended March 31, 2019, File no.

(16) Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2019, File no.

(17) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated May 26, 2020, File no.

(24) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended September 30, 2020, File no.

(18) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated January 4, 2021, File no.

(26) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended June 30, 2021, File no.

(19) Incorporated by reference to exhibit included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, File no.

(28) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated May 31, 2022, File no.

(29) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended June 30, 2022, File no.

(20) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated August 25, 2022, File no.

(31) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated September 22, 2022, File no.

(21) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended September 30, 2022, File no.

5 unchanged sentences

(27) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended June 30, 2024, File no.

(28) Incorporated by reference to exhibit included in the Company’s Form 8-K, dated March 19, 2025, File no.

(29) Incorporated by reference to Appendix A of the Company’s 2025 Proxy Statement dated April 9, 2025.

(30) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended March 31, 2025, File no.

(31) Incorporated by reference to exhibit included in the Company’s Form 8-K dated May 27, 2025, File no.

(32) Incorporated by reference to exhibit included in the Company’s Form 8-K dated June 3, 2025, File no.

(33) Incorporated by reference to exhibit included in the Company’s Form 8-K dated June 12, 2025, File no.

(34) Incorporated by reference to exhibit included in the Company’s Form 8-K dated July 18, 2025, File no.

(35) Incorporated by reference to exhibit included in the Company’s Form 8-K dated October 2, 2025, File no.

(36) Incorporated by reference to exhibit included in the Company’s Form 10-Q for the quarterly period ended September 30, 2025, File no.

(37) Incorporated by reference to exhibit included in the Company’s Form 8-K/A dated October 31, 2025, File no.

(38) Incorporated by reference to exhibit included in the Company’s Form 8-K dated December 24, 2025, File no.

Form 10-K Summary

1 unchanged sentence

DENTSPLY SIRONA Inc.

/s/ Daniel T.

President and

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Campion February 27, 2025

President and

Chief Executive Officer and Director

/s/ Daniel T.

Scavilla February 26, 2026

Scavilla Date

President and Chief Executive Officer and Director

(Principal Executive Officer, Principal Financial Officer)

15 unchanged sentences

Mazelsky Date

/s/ Daniel T.

Scavilla February 27, 2025

Scavilla Date

/s/ Leslie F.

1 unchanged sentence

Vergis February 26, 2026

February 26, 2026

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 9A. Controls and Procedures