Form 8-K
8-K — DENTSPLY SIRONA Inc.
Accession: 0000818479-26-000147
Filed: 2026-05-05
Period: 2026-05-05
CIK: 0000818479
SIC: 3843 (DENTAL EQUIPMENT & SUPPLIES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — xray-20260505.htm (Primary)
EX-99.1 (dentsply8kq12026ex991.htm)
EX-99.2 (dentsply8kq12026ex992.htm)
GRAPHIC (greylogoinjpg.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: xray-20260505.htm · Sequence: 1
xray-20260505
0000818479false00008184792026-05-052026-05-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 5, 2026
Date of Report (Date of earliest event reported)
DENTSPLY SIRONA Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-16211
39-1434669
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
13320 Ballantyne Corporate Place,
Charlotte
North Carolina
28277-3607
(Address of principal executive offices)
(Zip Code)
(844) 848-0137
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share XRAY The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02 Results of Operations and Financial Condition
On May 5, 2026, DENTSPLY SIRONA Inc. (the “Company”) issued a press release regarding the Company’s financial results for its first fiscal quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 and an updated GAAP to Non-GAAP reconciliation is furnished as Exhibit 99.2.
The information contained in this Current Report on Form 8-K pursuant to Item 2.02, including Exhibit 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description
99.1
DENTSPLY SIRONA Inc. Press release issued May 5 2026, as referenced in Item 2.02
99.2
Updated GAAP to Non-GAAP Reconciliations
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DENTSPLY SIRONA Inc.
By: /s/ Daniel T. Scavilla
Daniel T. Scavilla
President and
Chief Executive Officer
Date: May 5, 2026
EX-99.1
EX-99.1
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Document
Dentsply Sirona Reports First Quarter 2026 Results
News Summary
•Reported net sales of $880 million
•Delivered GAAP gross margin of 48.5%, GAAP net loss per share of ($0.05)
•Achieved adjusted gross margin of 50.7%, adjusted EBITDA margin of 14.7%, adjusted EPS of $0.27
•Launched Smart View-Detect, the world's first FDA-cleared, AI-enabled diagnostic aid designed to identify teeth with periapical radiolucencies (PARL) in CBCT scans, now also CE-marked for use across Europe
•Continued to penetrate connected technology solutions market with new Atlanta Dental Supply distributor agreement
•Installed first CEREC® system under the new Benco Dental distribution agreement, marking an important early milestone
•Began implementing new capital allocation strategy by reducing debt, managing liquidity, and improving working capital
•Reiterated 2026 outlook for net sales and adjusted EPS
Charlotte, N.C., May 5, 2026 - DENTSPLY SIRONA Inc. ("Dentsply Sirona" or the "Company") (Nasdaq: XRAY) today announced its financial results for the first quarter of 2026.
“We are executing our Return-to-Growth Action Plan as expected, and our first quarter results reflect our current stage of transformation,” said Dan Scavilla, President and Chief Executive Officer of Dentsply Sirona. “While near-term performance is impacted by external pressures and investment timing, we are making solid progress toward sustainable growth.
"During the quarter, we advanced our commercial restructuring and continued portfolio innovation, with early traction from distributor partners. We remain confident in our strategy, maintain our full-year outlook, and expect momentum to build throughout the year.”
Q1 2026 Summary Results (Reported)
(in millions, except per share amount and percentages) Q1 26 Q1 25 YoY
Net Sales $880 $879 0.1%
Gross Profit $427 $466 (8.3%)
Gross Margin 48.5% 53.0%
Net (Loss) Income Attributable to Dentsply Sirona ($10) $20 NM
Diluted (Loss) Earnings Per Share1
($0.05) $0.10 NM
Q1 2026 Summary Results (Non-GAAP)
(in millions, except per share amount and percentages) Q1 26 Q1 25 YoY
Constant Currency Sales (6.7%)
Adjusted EBITDA $129 $168 (22.8%)
Adjusted EBITDA Margin 14.7% 19.0%
Adjusted EPS $0.27 $0.44 (39.0%)
NM - not meaningful
Percentages are based on actual values and may not reconcile due to rounding.
[1] Weighted-average shares outstanding used to calculate diluted loss per share for the first quarter of 2026 excludes potential dilutive common shares.
New Regional Reporting
Beginning in the three months ended March 31, 2026, the Company's geographic regions for reporting net sales were revised to consist of countries in (i) North and South America ("Americas"), (ii) Europe, the Middle East, and Africa ("EMEA"), and (iii) Asia Pacific ("APAC"). The revised regions align with how the Company manages commercial activities and reports net sales internally. This change did not impact the Company's consolidated financial statements and prior period amounts have been recast to conform to the current period presentation.
Percentage Change
Net Sales by Segment (in millions, except percentages) Three Months Ended March 31,
2026 vs. 2025
Americas EMEA APAC
2026 2025
As Reported1
Constant Currency1
As Reported Constant Currency As Reported Constant Currency As Reported Constant Currency
Connected Technology Solutions $ 246 $ 235 4.4% (2.9)% 1.9% (1.1)% 7.0% (5.5)% 3.1% 0.1%
Essential Dental Solutions 350 353 (0.9)% (7.2)% (7.3)% (8.5)% 2.0% (10.5)% 17.3% 12.6%
Orthodontic and Implant Solutions 199 217 (8.1)% (13.5)% (23.7)% (24.2)% 7.1% (4.5)% (2.5)% (5.7)%
Wellspect Healthcare 85 74 15.0% 3.4% (3.2)% (0.6)% 18.2% 4.0% 12.2% 10.6%
Total $ 880 $ 879 0.1% (6.7)% (9.4)% (10.7)% 6.9% (5.6)% 6.3% 2.7%
(1) Constant currency sales are a Non-GAAP measure in which the reported net sales are 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. The foreign currency impact is the only reconciling item between as reported and constant currency sales.
Cash Flow and Liquidity
Operating cash flow in the first quarter of 2026 was $40 million, compared to $7 million in the first quarter of 2025, primarily due to favorable collections on accounts receivable. Free cash flow, a Non-GAAP measure, in the first quarter of 2026 was ($12) million compared to ($12) million in the first quarter of 2025. The Company had $190 million of cash and cash equivalents as of March 31, 2026.
2026 Outlook
The Company is maintaining its 2026 outlook for net sales in the range of $3.5 billion to $3.6 billion and adjusted EPS in the range of $1.40 to $1.50.
We are unable to present a quantitative reconciliation of our expected earnings per diluted share to expected adjusted earnings per diluted share as we are unable to predict with reasonable certainty and without unreasonable effort, items which may include, but are not limited to, restructuring charges, transformation-related costs, impairment charges, certain tax adjustments, and other significant items. The financial impact of these items is uncertain and is dependent on various factors, including timing, and could be material to our Consolidated Statements of Operations.
Conference Call/Webcast Information
Dentsply Sirona's management team will host an investor conference call and live webcast on May 5, 2026, at 4:30 p.m. ET. The live webcast and a presentation related to the call will be available on the Investors section of the Company's website at https://investor.dentsplysirona.com.
For those planning to participate on the call, please register at http://register-conf.media-server.com/register/BIc1c93f4a84c14e3ea70e14bf07b0e306. A webcast replay of the conference call will be available on the Investors section of the Company's website following the call.
About Dentsply Sirona
Dentsply Sirona is the world's largest diversified manufacturer of professional dental products and technologies, with over a century of innovation and service to the dental industry and patients worldwide. Dentsply Sirona develops, manufactures, and markets a comprehensive solutions offering, including dental and oral health products as well as other consumable medical devices 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 and safer dental care. Dentsply Sirona is headquartered in Charlotte, North Carolina. The Company's shares are listed in the United States on Nasdaq under the symbol XRAY. Visit www.dentsplysirona.com for more information about Dentsply Sirona and its products.
Contact Information:
Investors:
Wade Moody
Senior Manager, Investor Relations
Investorrelations@dentsplysirona.com
Press:
Marion Par-Weixlberger
Vice President, Public Relations, Corporate Communications & Brand
Publicrelations@dentsplysirona.com
Forward-Looking Statements and Associated Risks
All statements in this Press Release that do not directly and exclusively relate to historical facts constitute "forward-looking statements." Such statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside of our control, including those described in Part I, Item 1A, "Risk Factors" of the Company's most recent Annual Report on Form 10-K, Part II, Item 1A, "Risk Factors" of the Company's Quarterly Reports on Form 10-Q for any subsequent fiscal quarters, and any updating information or other factors which may be described in the Company's other filings with the Securities and Exchange Commission (the "SEC"). No assurance can be given that any expectation, belief, goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this Press Release or to reflect the occurrence of unanticipated events. Investors should understand it is not possible to predict or identify all such factors or risks. As such, you should not consider the risks identified in the Company's SEC filings to be a complete discussion of all potential risks or uncertainties associated with an investment in the Company.
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
(unaudited)
Three Months Ended March 31,
2026 2025
Net sales $ 880 $ 879
Cost of products sold 453 413
Gross profit 427 466
Selling, general, and administrative expenses 351 358
Research and development expenses 44 36
Restructuring and other costs 67 9
Operating (loss) income (35) 63
Other income and expenses:
Interest expense, net 24 19
Other (income) expense, net (17) —
(Loss) income before income taxes (42) 44
(Benefit) provision for income taxes (32) 25
Net (loss) income (10) 19
Less: Net loss attributable to noncontrolling interest — (1)
Net (loss) income attributable to Dentsply Sirona $ (10) $ 20
(Loss) earnings per common share attributable to Dentsply Sirona:
Basic $ (0.05) $ 0.10
Diluted $ (0.05) $ 0.10
Weighted average common shares outstanding:
Basic 199.9 199.1
Diluted 199.9 199.8
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share amounts)
(unaudited)
March 31, 2026 December 31, 2025
Assets
Current Assets:
Cash and cash equivalents $ 190 $ 326
Accounts and notes receivable-trade, net 622 688
Inventories, net 659 642
Prepaid expenses and other current assets 374 367
Total Current Assets 1,845 2,023
Property, plant, and equipment, net 858 861
Operating lease right-of-use assets, net 139 139
Identifiable intangible assets, net 924 974
Goodwill 1,142 1,148
Other noncurrent assets 321 284
Total Assets $ 5,229 $ 5,429
Liabilities and Equity
Current Liabilities:
Accounts payable $ 259 $ 300
Accrued liabilities 688 700
Income taxes payable 30 30
Notes payable and current portion of long-term debt 230 313
Total Current Liabilities 1,207 1,343
Long-term debt 2,006 2,015
Operating lease liabilities 95 93
Deferred income taxes 84 94
Other noncurrent liabilities 518 544
Total Liabilities 3,910 4,089
Total Equity 1,319 1,340
Total Liabilities and Equity $ 5,229 $ 5,429
DENTSPLY SIRONA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
Three Months Ended March 31,
2026 2025
Cash flows from operating activities:
Net (loss) income $ (10) $ 19
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation 38 34
Amortization of intangible assets 41 45
Deferred income taxes (60) 1
Stock-based compensation expense 8 10
Other non-cash (income) expense (15) 9
Gain on disposal of assets (6) —
Changes in operating assets and liabilities:
Accounts and notes receivable-trade, net 60 (31)
Inventories, net (23) (26)
Prepaid expenses and other current assets 19 (1)
Other noncurrent assets 1 4
Accounts payable 2 14
Accrued liabilities (20) (44)
Income taxes 7 (12)
Other noncurrent liabilities (2) (15)
Net cash provided by operating activities 40 7
Cash flows from investing activities:
Capital expenditures (52) (19)
Net investment hedge settlements (7) —
Other investing activities 6 2
Net cash used in investing activities (53) (17)
Cash flows from financing activities:
Proceeds from 364-day bridge loan — 435
Repayments on short-term borrowings (51) (272)
Cash dividends paid (32) (32)
Repayments on long-term borrowings (31) (2)
Cash paid for deferred financing costs — (3)
Other financing activities, net (5) (3)
Net cash (used in) provided by financing activities (119) 123
Effect of exchange rate changes on cash and cash equivalents (4) 13
Net (decrease) increase in cash and cash equivalents (136) 126
Cash and cash equivalents at beginning of period 326 272
Cash and cash equivalents at end of period $ 190 $ 398
Supplemental disclosures of cash flow information:
Interest paid, net of amounts capitalized $ 44 $ 13
Non-cash investing activities:
Property, plant and equipment in accounts payable at end of period $ 29 $ 22
Exchange of inventory for naming and other rights $ — $ 14
Supplemental Information – Reconciliation of GAAP to Non-GAAP Financial Measures
We supplement the reporting of our financial information determined under accounting principles generally accepted in the United States (“GAAP”) with certain non-GAAP financial measures, including percentage sales growth in constant currency; adjusted gross profit; adjusted gross profit as a percent of net sales (“Adjusted Gross Margin”); adjusted operating income; adjusted operating income as a percent of net sales (“Adjusted Operating Margin”); adjusted earnings before interest expense, income taxes, depreciation and amortization (“Adjusted EBITDA”); Adjusted EBITDA as a percent of net sales (“Adjusted EBITDA Margin”); adjusted net income (loss); adjusted earnings (loss) per diluted share (“Adjusted EPS”); and Free Cash Flow. These non-GAAP financial measures are used by the Company to measure its performance and management believes these non-GAAP financial measures provide meaningful information to assist investors and shareholders in understanding our financial results and assessing our prospects for future performance. Management believes percentage sales growth in constant currency and the other adjusted measures described above are important indicators of our operations because they exclude items that may not be indicative of or are unrelated to our core operating results and provide a baseline for analyzing trends in our underlying businesses. Management uses these non-GAAP financial measures for reviewing the operating results of reportable business segments and analyzing potential future business trends in connection with our budget process and bases certain management incentive compensation on these non-GAAP financial measures.
The Company has defined the non-GAAP measures used by management as follows:
•Constant Currency: reported net sales adjusted for the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable period's foreign currency exchange rates.
•Adjusted Operating Income and Margin: Adjusted operating income is computed by excluding the following items from operating income (loss) as reported in accordance with US GAAP. Adjusted operating margin is calculated by dividing adjusted operating income by net sales.
◦Business combination-related costs: costs related to consummating and integrating acquired businesses, as well as net gains and losses related to disposed businesses. Costs include the post-acquisition roll-off of fair value adjustments recorded related to business combinations, except for amortization expense of purchased intangible assets noted below.
◦Restructuring-related charges and other costs: costs related to the implementation of restructuring initiatives, including but not limited to, severance costs, facility closure costs, and lease and contract termination costs, as well as related professional service costs associated with these restructuring initiatives and global transformation activity. Other costs include gains and losses on the sale of property, legal settlements, executive separation costs, write-offs of inventory as a result of product rationalization, and changes in accounting principles recorded within the period. This category also includes costs related to investigations and associated legal cases and remediation activities, which primarily include legal, accounting and other professional service fees, as well as turnover and other employee-related costs.
◦Goodwill and intangible asset impairments: include charges related to goodwill and intangible asset impairments.
◦Amortization of purchased intangible assets: includes the periodic amortization expense related to purchased intangible assets, which are recorded at fair value.
◦Fair value and credit risk adjustments: include the non-cash mark-to-market changes in fair value associated with pension assets and obligations, the credit risk component of hedging instruments, contingent consideration from past acquisitions, and equity-method investments.
•Adjusted Gross Profit and Margin: gross profit excluding the impact of any of the above adjustments that affect either net sales or cost of sales. Adjusted gross margin is calculated by dividing adjusted gross profit by net sales.
•Adjusted Net Income (Loss): net income (loss) as reported in accordance with US GAAP, adjusted to exclude the items identified above and the related income tax impacts of those
items, as well as the tax effects of certain significant and discrete tax adjustments, including benefits and provisions related to changes in realization of deferred tax assets and tax credit carryforwards, as well as other events that affect comparability and are not core to our underlying operational performance.
•Adjusted EBITDA and Margin: in addition to the adjustments described above in arriving at adjusted net income, adjusted EBITDA is computed by further excluding any remaining interest expense, net, income tax expense, depreciation and amortization. Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales.
•Adjusted Earnings (Loss) Per Diluted Share: computed by dividing adjusted earnings (loss) attributable to Dentsply Sirona stockholders by the diluted weighted average number of common shares outstanding.
•Free Cash Flow: net cash provided by operating activities minus capital expenditures during the same period.
Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the reconciliations to corresponding GAAP financial measures below, provide a more complete understanding of our business. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
The following reconciles the non-GAAP financial measures discussed above with the most directly comparable GAAP financial measures. The weighted-average diluted shares outstanding used in the calculation of adjusted net earnings per diluted share are the same as those used in the calculation of reported net earnings per diluted share for the respective period. The weighted-average diluted shares outstanding used in the calculation of adjusted net loss per diluted share excludes potential dilutive common shares.
DENTSPLY SIRONA INC. AND SUBSIDIARIES
(in millions, except per share amounts and percentages)
(unaudited)
Beginning in fiscal year 2026, the Company updated its definition of Adjusted Net Income (Loss), a non-GAAP financial measure, to include adjustments for certain significant and discrete tax items, including benefits and provisions related to changes in the realization of deferred tax assets and tax credit carryforwards, as well as other tax‑related items that affect comparability and are not considered part of the Company’s core operational performance. Prior-period information below has been updated to conform to current period presentation. A reconciliation of selected items as reported in the Condensed Consolidated Statements of Operations to adjusted Non-GAAP financial statements items are as follows:
Three Months Ended March 31, 2026 Gross Profit Operating (Loss) Income (Benefit) Provision for Income Taxes Net (loss) Income Attributable to Dentsply Sirona
Diluted (Loss) Earnings per Share
Reported $ 427 $ (35) $ (32) $ (10) $ (0.05)
Reported percent net sales 48.5 % (4.0 %)
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 19 42 11 31 0.15
Restructuring-Related Charges and Other Costs (a) (b) 1 74 18 50 0.25
Income Tax-Related Adjustments (c) — — 17 (17) (0.08)
Adjusted $ 447 $ 81 $ 14 $ 54 $ 0.27
Adjusted percent net sales 50.7 % 9.2 %
Weighted average common shares outstanding used in calculating diluted GAAP net loss per common share 199.9
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 201.1
(a) Restructuring‑Related Charges and Other Costs includes $60 of costs associated with the 2026 restructuring plan as well as costs from other restructuring actions and the new global ERP system. These amounts are on a pre-tax basis.
(b) Amounts do not cross-foot due to a $6 gain on an asset divestiture that is presented in Other income and expense.
(c) Income Tax-Related Adjustments includes adjustments for decreased valuation allowances for Brazil of $27 and Luxembourg of $7, along with increased valuation allowances for Germany of $4 and Switzerland of $3, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
Three Months Ended March 31, 2025 Gross Profit Operating (loss) income (Benefit) Provision for Income Taxes Net Income Attributable to Dentsply Sirona
Diluted Earnings per Share
Reported $ 466 $ 63 $ 25 $ 20 $ 0.10
Reported percent net sales 53.0 % 7.1 %
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 28 45 12 33 0.16
Restructuring-Related Charges and Other Costs (a) — 25 6 19 0.10
Business Combination-Related Costs 1 1 — 1 —
Income Tax-Related Adjustments (b) — — (15) 15 0.08
Adjusted $ 495 $ 134 $ 28 $ 88 $ 0.44
Adjusted percent net sales 56.3 % 15.1 %
Weighted average common shares outstanding used in calculating diluted GAAP net income per common share 199.8
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 199.8
(a) Restructuring‑Related Charges and Other Costs includes $6 of costs associated with the 2024 restructuring plan, $8 of costs associated with legal fees and investigation costs, and other costs related to global supply chain transformation and the new global ERP system. These amounts are on a pre-tax basis.
(b) Income Tax-Related Adjustments includes adjustments for increased valuation allowances for Germany of $6 and Switzerland of $1, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
DENTSPLY SIRONA INC. AND SUBSIDIARIES
(in millions, except per share amounts and percentages)
(unaudited)
Reconciliations of reported net (loss) income attributable to Dentsply Sirona to adjusted EBITDA and margin are as follows:
Three Months Ended March 31,
2026 2025
Net (loss) income attributable to Dentsply Sirona $ (10) $ 20
Interest expense, net 24 19
(Benefit) provision for income taxes (32) 25
Depreciation(1)
38 33
Amortization of intangible assets 41 45
Restructuring-related charges and other costs 68 25
Business combination-related costs and fair value adjustments — 1
Adjusted EBITDA $ 129 $ 168
Net sales $ 880 $ 879
Adjusted EBITDA margin 14.7 % 19.0 %
(1) Excludes those depreciation-related amounts which were included as part of the business combination-related adjustments and Restructuring-related charges and other costs.
Percentages are based on actual values and may not reconcile due to rounding.
A reconciliation of free cash flow for the three months ended March 31, 2026 and 2025 is as follows:
Three Months Ended March 31,
2026 2025
Net cash provided by operating activities $ 40 $ 7
Capital expenditures (52) (19)
Free cash flow $ (12) $ (12)
EX-99.2
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Updated GAAP to Non-GAAP Reconciliations
Beginning in fiscal year 2026, the Company updated its definition of Adjusted Net Income (Loss), a non-GAAP financial measure, to include adjustments for certain significant and discrete tax items, including benefits and provisions related to changes in the realization of deferred tax assets and tax credit carryforwards, as well as other tax‑related items that affect comparability and are not considered part of the Company’s core operational performance. Management believes these changes provide investors with a view of continuing core operations without the effects of these items, which may vary for reasons unrelated to overall operating performance.
As a result of this definition update, the Company has updated historical Adjusted Net Income (Loss), Adjusted EBITDA, and Adjusted Earnings Per Share information for prior periods to conform to current period presentation. The accompanying tables presents historical tables and reconciliations reflecting the updated definition. These updates do not impact previously reported gross profit, operating (loss) income, (benefit) provision for income taxes, net (loss) income attributable to Dentsply Sirona or diluted (loss) earnings per share as presented under GAAP.
DENTSPLY SIRONA INC. AND SUBSIDIARIES
(in millions, except per share amounts and percentages)
(unaudited)
A reconciliation of selected items as reported in the Condensed Consolidated Statements of Operations to adjusted Non-GAAP financial statements items are as follows:
Twelve Months Ended December 31, 2024 Gross Profit Operating (Loss) Income (Benefit) Provision for Income Taxes Net (Loss) Income Attributable to Dentsply Sirona
Diluted (Loss) Earnings per Share
GAAP $ 1,958 $ (879) $ (26) $ (910) $ (4.48)
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 122 216 57 159 0.78
Restructuring-Related Charges and Other Costs (a) 6 136 30 106 0.53
Goodwill and Intangible Asset Impairments — 1,014 144 870 4.27
Business Combination-Related Costs and Fair Value Adjustments 2 4 1 3 0.01
Fair Value and Credit Risk Adjustments — — — 2 0.01
Income Tax-Related Adjustments (b) — — (99) 99 0.49
Adjusted Non-GAAP $ 2,088 $ 491 $ 107 $ 329 $ 1.61
GAAP Margin (23.2 %)
Adjusted Non-GAAP Margin 12.9 %
Weighted average common shares outstanding used in calculating diluted GAAP net loss per common share 203.2
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 203.8
(a) Restructuring-Related Charges and Other Costs includes $28 of costs associated with the 2024 restructuring plan, $20 of costs associated with the 2023 restructuring plan, $16 of costs for the new global Enterprise Resource Planning ("ERP") system, and costs for supply chain transformation,along with various other costs. Amounts are on a pre-tax basis.
(b) Income Tax-Related Adjustments includes adjustments for decreased valuation allowances for Switzerland of $20, along with increased valuation allowances for Germany of $45 and Luxembourg of $27, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
Three Months Ended June 30, 2025 Gross Profit Operating (Loss) Income (Benefit) Provision for Income Taxes Net (Loss) Income Attributable to Dentsply Sirona
Diluted (Loss) Earnings per Share
GAAP $ 490 $ (128) $ (109) $ (45) $ (0.22)
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 32 54 14 40 0.20
Restructuring-Related Charges and Other Costs (a) — 5 1 4 —
Goodwill and Intangible Asset Impairments — 235 21 214 1.07
Business Combination-Related Costs 1 4 1 3 0.01
Fair Value and Credit Risk Adjustments — — — (4) —
Income Tax-Related Adjustments (b) — — 107 (107) (0.54)
Adjusted Non-GAAP $ 523 $ 170 $ 35 $ 105 $ 0.52
GAAP Margin 52.4 % (13.7 %)
Adjusted Non-GAAP Margin 55.9 % 18.2 %
Weighted average common shares outstanding used in calculating diluted GAAP net loss per common share 199.3
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 199.9
(a) Restructuring-Related Charges and Other Costs includes costs from various restructuring actions related to employee severance. Amounts are on a pre-tax basis.
(b) Income Tax-Related Adjustments includes adjustments for decreased valuation allowances for Luxembourg of $7, along with increased valuation allowances for Switzerland of $36 and Germany of $10, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
Three Months Ended September 30, 2025 Gross Profit Operating (Loss) Income (Benefit) Provision for Income Taxes Net (Loss) Income Attributable to Dentsply Sirona
Diluted (Loss) Earnings per Share
GAAP $ 441 $ (218) $ 198 $ (427) $ (2.14)
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 33 56 15 41 0.21
Restructuring-Related Charges and Other Costs (a) 1 17 (3) 20 0.10
Goodwill and Intangible Asset Impairments — 262 (1) 263 1.31
Business Combination-Related Costs — 2 1 1 0.01
Income Tax-Related Adjustments (b) — — (186) 186 0.93
Adjusted Non-GAAP $ 475 $ 119 $ 24 $ 84 $ 0.42
GAAP Margin 48.8 % (24.0 %)
Adjusted Non-GAAP Margin 52.6 % 13.2 %
Weighted average common shares outstanding used in calculating diluted GAAP net loss per common share 199.5
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 200.3
(a) Restructuring-Related Charges and Other Costs includes $5 in costs for the new global ERP system, $4 in costs from various restructuring actions related to employee severance, $4 in executive separation costs, and various other costs. Amounts are on a pre-tax basis.
(b) Income Tax-Related Adjustments includes adjustments for decreased valuation allowances for Luxembourg of $3, along with increased valuation allowances for Germany of $5 and Switzerland of $3, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
Three Months Ended December 31, 2025 Gross Profit Operating (Loss) Income (Benefit) Provision for Income Taxes Net (Loss) Income Attributable to Dentsply Sirona
Diluted (Loss) Earnings per Share
GAAP $ 443 $ (139) $ (2) $ (146) $ (0.74)
Reported percent net sales 46.2 % (14.5 %)
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 33 56 15 41 0.21
Restructuring-Related Charges and Other Costs (a) 2 15 9 6 0.04
Goodwill and Intangible Asset Impairments — 153 9 144 0.72
Business Combination-Related Costs and Fair Value Adjustments 1 1 — 1 —
Income Tax-Related Adjustments (b) — — 2 (2) (0.01)
Adjusted $ 479 $ 86 $ 33 $ 44 $ 0.22
Adjusted percent of net sales 49.8 % 8.9 %
Weighted average common shares outstanding used in calculating diluted GAAP net loss per common share 199.6
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 200.4
(a) Restructuring-Related Charges and Other Costs includes $6 in costs from various restructuring actions, $2 in executive separation costs, $2 in costs for the new global ERP system, and various other costs. Amounts are on a pre-tax basis.
(b) Income Tax-Related Adjustments includes adjustments for decreased valuation allowances for Luxembourg of $2, along with increased valuation allowances for Switzerland of $5 and Germany of $5, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
Twelve Months Ended December 31, 2025 Gross Profit Operating (Loss) Income (Benefit) Provision for Income Taxes Net (Loss) Income Attributable to Dentsply Sirona
Diluted (Loss) Earnings per Share
GAAP $ 1,840 $ (422) $ 112 $ (598) $ (3.00)
Reported percent net sales 50.0 % (11.5 %)
Non-GAAP Adjustments:
Amortization of Purchased Intangible Assets 126 211 56 155 0.78
Restructuring-Related Charges and Other Costs (a) (b) 3 61 13 44 0.22
Goodwill and Intangible Asset Impairments — 650 30 620 3.10
Business Combination-Related Costs and Fair Value Adjustments 2 8 2 6 0.03
Fair Value and Credit Risk Adjustments — — — 1 0.01
Income Tax-Related Adjustments (b) — — (92) 92 0.46
Adjusted $ 1,971 $ 508 $ 121 $ 320 $ 1.60
Adjusted percent of net sales 53.6 % 13.8 %
Weighted average common shares outstanding used in calculating diluted GAAP net loss per common share 199.4
Weighted average common shares outstanding used in calculating diluted Non-GAAP net income per common share 200.1
(a) Restructuring-Related Charges and Other Costs includes $24 in various restructuring actions, $6 in global supply chain transformation initiatives, and $6 in executive separation costs, along with various other costs. Amounts are on a pre-tax basis.
(b) Amounts do not cross-foot due to a $4 gain on the release of the accrual for an acquisition-related milestone payment that is presented in Other income and expense.
(c) Income Tax-Related Adjustments includes adjustments for decreased valuation allowances for Luxembourg of $12, along with increased valuation allowances for Switzerland of $45 and Germany of $26, and other various tax adjustments.
Percentages are based on actual values and may not reconcile due to rounding.
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