DENTSPLY SIRONA Inc.: Form 10-Q for the period ended Mar 31, 2026

Information included in or incorporated by reference in this Form 10-Q, and other filings with the SEC and the Company’s press releases or other public statements, contains or may contain forward-looking statements. Please refer to the discussion under the header “Forward-Looking Statements and Associated Risks” in the forepart of this Form 10-Q.

Company Profile

DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the “Company”), is the world’s largest diversified manufacturer of professional dental products and technologies, with a 139-year history of innovation and service to the dental industry and a vision of improving oral health and continence care globally. Dentsply Sirona develops, manufactures, and markets comprehensive solutions, including technologically advanced dental equipment supported by cloud-enabled software solutions as well as dental products and healthcare consumable products in urology and enterology under a strong portfolio of world-class brands. Dentsply Sirona’s innovative products provide high-quality, effective, and connected solutions to advance patient care and deliver better, safer, and faster dentistry. Dentsply Sirona’s worldwide headquarters is located in Charlotte, North Carolina. The Company’s shares of common stock are listed in the United States on the Nasdaq stock market under the symbol XRAY.

BUSINESS

Segment Descriptions

Connected Technology Solutions (“CTS”)

This segment includes the design, manufacture, and sales of the Company’s dental technology and equipment products. These products include the Equipment & Instruments and CAD/CAM product categories. Dental CAD/CAM technologies are products designed for dental professionals to support numerous digital workflows for procedures such as dental restorations through integrations with DS Core, our cloud-based platform.

Essential Dental Solutions (“EDS”)

This segment includes the development, manufacture, and sales of the Company’s value-added endodontic, restorative, and preventive consumable products and small equipment used by dental professionals for the treatment of patients. Offerings in this segment also include specialized treatment products including products used in the creation of dental appliances.

Orthodontic and Implant Solutions (“OIS”)

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.

Wellspect Healthcare (“Wellspect”)

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 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 impact of global economic conditions

Various headwinds are expected to weigh on global growth for the remainder of 2026, due in large part to increasing uncertainties related to global trade policies and inflation. Changes in trade policy, supply chain constraints, higher energy costs, labor shortages, and geopolitical tensions have all contributed to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates.

The challenging macroeconomic conditions have impacted consumer confidence, the ability and willingness of clinicians to obtain financing to purchase equipment, and consumer discretionary spending for elective procedures, leading to adverse impacts on the Company’s results of operations, particularly in the United States. The Company has taken actions to attempt to mitigate the effects of challenging macroeconomic conditions and may take further actions in the future.

Recent tariff policies

As disclosed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), the Company’s business is subject to risks related to, among other factors, tariffs and other trade protection measures put in place by the United States and other countries. The U.S. government has implemented and could further implement various tariffs on the importation of certain goods from certain countries, a number of which are applicable to the Company’s supply chain, operations, and sales, and the tariffs enacted or proposed by the Trump Administration and retaliatory tariffs by other countries could make it significantly more difficult or costly for the Company to import certain products or materials to the United States, or export products or materials from the United States to other countries. Further, these tariffs remain subject to evolving modifications and court challenges. Currently, a small portion of the products, materials, and components used in our products are imported from China, and a significant share of the dental equipment that we sell in the United States is manufactured in Europe. Europe is also a major market for our products, including certain consumable products made in the United States, while sales in China represent less than 5% of the Company’s global sales on an annual basis. We continue to monitor and evaluate the ongoing and potential impacts on our supply chain, costs, net sales, and profitability of the tariffs, changes in trade policy, whether implemented or proposed, and court rulings on the legality of certain tariffs. We have implemented and continue to evaluate additional strategies that would mitigate such impacts, including competitive pricing strategies to offset tariffs and evaluating potential sourcing options that work with our vendors and merchants to seek to minimize products sourced from high tariff rate countries, both for existing products and for new product development. The impact that these tariffs, changes in trade policy, and court rulings will ultimately have on our financial results remains uncertain, including the impact on demand for our products in certain markets if prices rise as a consequence of import tariffs. For additional information, see Part I, Item 1A, “Risk Factors” in our 2025 Form 10-K.

The impact of geopolitical conflicts

Geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from the conflicts in the Middle East and the Russia-Ukraine conflict. Overall, the Company’s operations in Israel, Russia, and Ukraine have not been materially impacted by these conflicts.

The Company’s operations in Israel consist of two manufacturing facilities for implants products, with one site in northern Israel and one site in southern Israel, both of which remain open and continue to operate normally. For the three months ended March 31, 2026, net sales of products produced at these sites comprised approximately 3% of our consolidated net sales and approximately 14% of the net sales of the Orthodontic and Implant Solutions segment. Net assets within Israel totaled $131 million as of March 31, 2026, consisting primarily of acquired technology, property, plant and equipment, inventory, and cash associated with our operations in the country.

In February 2022, because of the invasion of Ukraine by Russia, economic sanctions were imposed by the United States, the European Union, and certain other countries on Russian financial institutions and businesses. Due to the medical nature of our products, the current sanctions have not materially restricted our ability to continue selling many of our products to customers located in Russia. For the three months ended March 31, 2026, net sales in Russia and Ukraine were approximately 3% of our consolidated net sales, and net assets in these countries were $89 million as of March 31, 2026. These net assets include $53 million of cash and cash equivalents held within Russia as of March 31, 2026, as well as inventory and trade accounts receivable. Due to currency control measures imposed by the Russian government, which include restrictions on the ability of companies to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia, we continue to be limited in our ability to transfer this cash balance out of Russia without incurring substantial costs. Additionally, beginning in September 2024, as a result of further restrictions by European financial institutions on receiving payments from Russia, our capacity to receive intercompany payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes.

Distribution arrangements

We expect changes in the Company’s distribution model, including a reduced emphasis on distributor-held inventory, will likely increase variability in ordering patterns and contribute to fluctuations in net sales and operating income.

RESULTS OF OPERATIONS, THREE MONTHS ENDED MARCH 31, 2026 COMPARED TO THREE MONTHS ENDED MARCH 31, 2025

Net Sales

The Company presents net sales comparing the current year periods to the prior year periods. In addition, the Company also presents changes in net sales on a constant currency basis, which is a Non-GAAP measure. The Company defines “constant currency” as the reported net sales adjusted for the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior period’s currency exchange rates.

Constant currency is an important internal measure for the Company, and its senior management receives a monthly analysis of operating results that includes constant currency. The performance of the Company is measured on this metric along with other performance metrics.

The Company discloses changes in constant currency to allow investors to evaluate the performance of the Company’s operations exclusive of the impact of foreign currency changes that may impact the comparability of results from period to period and may not be indicative of past or future performance of the normal operations of the Company. The Company believes that this supplemental information is helpful in understanding underlying net sales trends. The Company’s measure of constant currency may differ from those used by other companies and should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The Company’s geographic regions for reporting net sales consist of countries in (i) North and South America (“Americas”), (ii) Europe, the Middle East, and Africa (“EMEA”), and (iii) Asia Pacific (“APAC”). Prior period net sales amounts have been recast to conform to the current period presentation, reflecting a shift to a regional geographic presentation, which aligns with how the Company manages commercial activities and reports net sales internally. This change did not impact the Company’s consolidated financial statements.

Net Sales by Segment

Net sales by segment and percentage changes in net sales as reported and on a constant currency basis were as follows:

(in millions, except percentages)

Total net sales

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by lower volumes of EDS products in the Americas and EMEA, lower volumes of OIS products in the Americas, and the absence of net sales for Byte products in 2026. The decrease was partially offset by higher volumes in APAC for EDS products, price in EDS in the Americas, and Wellspect product introductions.

Connected Technology Solutions

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by lower volumes of imaging products in all regions, instruments in all regions, and CAD/CAM in EMEA, as well as unfavorable mix in treatment centers. The decrease was partially offset by the mix of CAD/CAM products in APAC. Volumes of CAD/CAM products held by distributors in the three months ended March 31, 2026 increased approximately $9 million from December 31, 2025, compared to an increase of approximately $3 million in the three months ended March 31, 2025 from December 31, 2024. Volumes of imaging products held by distributors in the three months ended March 31, 2026 increased approximately $1 million from December 31, 2025, compared to an increase of approximately $6 million in the three months ended March 31, 2025 from December 31, 2024. Distributor inventory levels for both CAD/CAM and imaging products at March 31, 2026 remain below historical averages.

Essential Dental Solutions

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by lower volumes across all products within the Americas and EMEA. The decrease was partially offset by higher volumes across all products in APAC. The decrease in volumes in EMEA was, in part, a result of distributors holding less inventory as of March 31, 2026 as compared to prior periods. We are unable to quantify the impact to net sales for the three months ended March 31, 2026 from the changes in inventory levels held by EMEA distributors. Changes in inventory levels held by EMEA distributors are expected to impact the amount and timing of net sales in future periods.

Orthodontic and Implant Solutions

The net sales decrease on a constant currency basis for the three months ended March 31, 2026 was driven by the absence of net sales for Byte products in 2026 and lower volumes in implant products.

Wellspect Healthcare

The net sales increase on a constant currency basis for the three months ended March 31, 2026 was driven by new product launches and increased volumes across all regions.

Gross Profit

(in millions, except percentages)

Percentages are based on actual values and may not reconcile due to rounding.

The decrease in gross profit as a percentage of net sales for the three months ended March 31, 2026 was driven by lower volumes in the EDS and OIS segments, and imaging products within the CTS segment, particularly in the Americas. The decrease was also driven by the absence of net sales for Byte products in 2026, higher tariff costs, unfavorable product mix in the EDS segment and implants products in the OIS segment. The decrease was partially offset by a benefit from foreign currency.

Operating Expenses

(in millions, except percentages)

Percentages are based on actual values and may not reconcile due to rounding.

Selling, General, and Administrative Expenses

The decrease in SG&A expenses for the three months ended March 31, 2026 was primarily driven by lower headcount, professional services, and marketing expenses, primarily as a result of restructuring and other cost-saving initiatives.

Research and Development Expenses

For the three months ended March 31, 2026, R&D expenses increased as the Company is increasing allocation of capital to R&D, primarily focused on expanding DS Core to support digital workflows across our product portfolio and accelerating key projects in all segments. The Company expects a level of investment in R&D that is at least 5% of annual net sales in 2026.

Restructuring and Other Costs

The Company recorded restructuring and other costs of $67 million for the three months ended March 31, 2026, and $9 million for the three months ended March 31, 2025. The expenses in 2026 consisted primarily of severance costs in conjunction with the restructuring plan announced on February 26, 2026. The expenses in 2025 primarily consisted of costs in connection with furthering the execution of various restructuring initiatives announced in prior years.

Segment Adjusted Operating Income (loss)

Percentages are based on actual values and may not reconcile due to rounding.

(a) See Note 6, Segment Information, in the Notes to Unaudited Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a reconciliation from segment adjusted operating income to consolidated US GAAP income.

Connected Technology Solutions

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to lower net sales volumes and higher tariff costs. The decrease was partially offset by lower operating expenses.

Essential Dental Solutions

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to lower net sales volumes and higher tariff costs. The decrease was partially offset by lower operating expenses and favorable foreign currency impact.

Orthodontic and Implant Solutions

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to lower net sales volumes, the absence of net sales for Byte products in 2026, and higher tariff costs. The decrease was partially offset by lower operating expenses.

Wellspect Healthcare

The decrease in segment adjusted operating income for the three months ended March 31, 2026 is due to higher tariff costs, unfavorable supply chain changes, and a decrease in royalty revenue.

Other Income and Expense

(in millions, except percentages)

Percentages are based on actual values and may not reconcile due to rounding.

NM - Not meaningful

Interest expense, net

Interest expense, net for the three months ended March 31, 2026 increased compared to the three months ended March 31, 2025 primarily due to higher interest rate debt issued in September 2025 as well as higher interest rates on commercial paper.

Other (income) expense, net

Other (income) expense, net for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is as follows:

(in millions, except percentages)

35

(a) Foreign exchange gains include a benefit from our net investment hedges totaling $14 million, offset by revaluation of short-term intercompany receivables and payables of $1 million.

Income Taxes and Net Income

(in millions, except percentages)

Percentages are based on actual values and may not reconcile due to rounding.

Provision for income taxes

The effective tax rates for the three months ended March 31, 2026 and 2025 were 76.3% and 56.8%, respectively. The increase in effective tax rate is primarily driven by changes in valuation allowances.

CRITICAL ACCOUNTING ESTIMATES

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess cost over the fair value of the identifiable net assets of business acquired and is allocated among the Company’s reporting units. Indefinite-lived intangible assets consist of trade names, trademarks, and in-process R&D. Neither goodwill nor indefinite-lived intangible assets are amortized; instead, they are tested for impairment at the reporting unit level annually at April 1 or more frequently if events or circumstances indicate that the carrying value may be impaired, or if a decision is made to sell, discontinue, or divest a business. Judgment is involved in determining if an indicator of impairment has occurred during the year. Such indicators may include a decline in expected cash flows, unanticipated competition, increased interest rates, or slower growth rates, among others.

For the three months ended March 31, 2026, the Company considered qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in a more likely than not impairment of any of its goodwill or indefinite-lived intangible assets during the course of the quarter, and concluded there were no such indicators. The fair values of certain indefinite-lived intangible assets within the Orthodontic and Implant Solutions and Connected Technology Solutions segments continue to approximate carrying value. Any deviation in actual financial results compared to the forecasted financial results or valuation assumptions used in the annual or interim tests, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets, among other factors, could have a material adverse effect to the fair value of either the reporting units or intangible assets and could result in a future impairment charge.

LIQUIDITY AND CAPITAL RESOURCES

(in millions)

36

Cash provided by operating activities increased compared to the three months ended March 31, 2025, primarily driven by lower accounts receivable and prepaid expenses and other current assets, partially offset by higher inventories and lower accrued liabilities. At March 31, 2026, the number of days for sales outstanding in accounts receivable remained the same at 62 days as compared to December 31, 2025, and the number of days of sales in inventory remained the same at 131 days as compared to December 31, 2025.

Cash used in investing activities increased compared to the three months ended March 31, 2025, due to higher capital expenditures of $33 million and settlement of a net investment hedge of $7 million. The Company estimates capital expenditures to be in the range of approximately $125 million to $150 million for the full year 2026 and expects these investments to include expenses for supply chain equipment upgrades and capacity expansion to support product innovation, expenses associated with DS Core enhancements, and the expenses for the new global ERP system.

Cash used in financing activities increased compared to the three months ended March 31, 2025 as the prior‑year period benefited from cash inflows related to the issuance of a bridge loan facility, while the current‑year period primarily reflects $51 million in repayments on short-term borrowings and $31 million in repayments on long-term borrowings.

On November 7, 2023, the Board of Directors approved an increase to the authorized share repurchase program of $1.0 billion. During the three months ended March 31, 2026, the Company did not repurchase any shares of common stock under the stock repurchase program. At March 31, 2026, $1.2 billion of authorization remains available for future share repurchases. Additional share repurchases, if any, may be made through open market purchases, Rule 10b5-1 plans, accelerated share repurchases, privately negotiated transactions, or other transactions in such amounts and at such times as the Company considers appropriate based upon prevailing market and business conditions and other factors.

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.

At March 31, 2026, the Company had $684 million of borrowings available under lines of credit, including lines available under its short-term arrangements and revolving credit facility. The Company’s borrowing capacity includes a $700 million multi-currency credit facility which expires in May 2028. The Company also has access to an aggregate $700 million under a U.S. dollar commercial paper facility. The $700 million revolver serves as a back-up to the commercial paper facility, thus the total available credit under the commercial paper facility and the multi-currency revolving credit facility in the aggregate is $700 million. The Company had $35 million in outstanding borrowings under the commercial paper facility at March 31, 2026, resulting in $665 million remaining available under the revolving credit and commercial paper facilities. The Company also has access to $19 million in uncommitted short-term financing under lines of credit from various financial institutions, the availability of which is reduced by other short-term borrowings. The lines of credit have no major restrictions and are provided under demand notes between the Company and the lending institutions. At March 31, 2026, the Company had less than $1 million outstanding under short-term borrowing arrangements.

The Company’s revolving credit facility and senior notes contain certain covenants relating to the Company’s operations and financial condition. At March 31, 2026, the Company was in compliance with these covenants.

The Company expects on an ongoing basis to be able to finance operating cash requirements, capital expenditures, and debt service from the current cash, cash equivalents, cash flows from operations and amounts available under its existing borrowing facilities.

The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries’ operating activities and future foreign investments. The Company has the ability to repatriate cash to the United States, which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or U.S. state income taxes, and the impact of foreign currency movements. At March 31, 2026, management believed that sufficient liquidity was available in the United States and expects this to continue for the next twelve months. The Company has repatriated and expects to continue repatriating certain funds from its non-U.S. subsidiaries that are not needed to finance local operations. Repatriation activities both performed and contemplated to date have not resulted in, and are not expected to result in, any significant incremental tax liability to the Company.

The Company continues to review its debt portfolio and may refinance additional debt or add debt in the near term based on strategic capital management. The Company believes there is sufficient liquidity available for the next twelve months.

Restructuring Plans

On February 24, 2026, the Company’s Board of Directors approved a new restructuring plan (the “2026 Plan”) to improve operational performance and drive stockholder value creation. As of March 31, 2026, the Company has incurred $60 million in non-recurring restructuring charges under the 2026 Plan since its inception, primarily related to employee severance payments, benefits, and other transition costs. In total, the Company expects to incur non-recurring charges in the approximate range of $60 million to $65 million related to the 2026 Plan, 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.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Part I, Item 1, Note 1, Business and Basis of Presentation, in the Notes to Unaudited Consolidated Financial Statements of this Form 10-Q for a discussion of recent accounting pronouncements.

There have been no material changes from the information provided in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2025 Form 10-K.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer, who is also serving as the Company’s principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that it is accumulated and communicated to management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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.

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 three months ended March 31, 2026 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.

There have been no material changes to the risk factors as disclosed in Part I, Item 1A, “Risk Factors” in the Company’s 2025 Form 10-K.