Form 8-K

8-K — DENTSPLY SIRONA Inc.

Accession: 0000818479-26-000200

Filed: 2026-06-11

Period: 2026-06-11

CIK: 0000818479

SIC: 3843 (DENTAL EQUIPMENT & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — xray-20260611.htm (Primary)

EX-10.1 (johncfortsonofferletter.htm)

EX-99.1 (xraycfoappointmentpressr.htm)

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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

June 11, 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)

(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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 1, 2026, the Board of Directors (the “Board”) of DENTSPLY SIRONA Inc. (the “Company”) appointed John C. Fortson as the Company’s Executive Vice President & Chief Financial Officer, effective as of July 20, 2026 (the “Effective Date”).

Mr. Fortson, age 58, currently serves as the President and Chief Financial Officer of Kymera International (“Kymera”), a global manufacturer of advanced performance materials and surface technologies. He has served as Chief Financial Officer, since March 2025, and began serving as President in April 2026. Prior to joining Kymera, Mr. Fortson served from 2020 to 2024 as President & Chief Executive Officer and as a member of the board of directors of Ingevity Corporation (“Ingevity”), a company that creates products and technologies including those relating to automotive gasoline vapor emissions control systems, food, water and chemical filtration, asphalt paving, agrochemical dispersants, bioplastics, coatings, elastomers, and paint for road markings. Mr. Fortson also served as Chief Financial Officer of Ingevity from 2015 to 2020. Mr. Fortson received his Bachelor of Science degree from the United States Military Academy at West Point and his Master of Business Administration degree from Duke University’s Fuqua School of Business.

The Company and Mr. Fortson have executed an offer letter pursuant to which Mr. Fortson will serve as the Company’s Executive Vice President & Chief Financial Officer (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Fortson will be paid an annual base salary of $780,000 and will be eligible for a target annual bonus of 85% of base salary (which target amount will be prorated for 2026).

Also pursuant to the Offer Letter, beginning in 2027, Mr. Fortson will be eligible to receive an annual equity award with a target grant date fair value of $2,500,000 in a mix of equity vehicles consistent with awards approved for other members of the Company’s management committee as approved annually by the Compensation & Human Capital Committee of the Board.

In addition, pursuant to the Offer Letter, Mr. Fortson will receive a sign-on cash payment in the amount of $500,000 payable in the Company’s first pay period in February 2027, which amount must be repaid to the Company within 45 days of termination if Mr. Fortson’s employment ceases within 12 months of the Effective Date for any reason other than involuntary, not for cause termination. Mr. Fortson will also be eligible to receive a sign-on equity award with a target grant date fair value of $700,000, to be granted on the second trading day after the start of his employment or, if such date is not within an open trading window under the Company’s Insider Trading Policy, on the second trading day after the filing of the Company’s next Quarterly Report on Form 10-Q. The sign-on equity award will be 60% in the form of premium stock options and 40% in the form of restricted stock units, each with three-year ratable vesting.

The Offer Letter also provides that Mr. Fortson will be provided certain employee benefits, including, among other things, paid time off, health and welfare benefits, eligibility to participate in the Company’s Supplemental Savings Plan and the Company’s Supplemental Executive Retirement Plan, and relocation benefits. Mr. Fortson’s employment is also subject to the Company’s Amended and Restated Key Employee Severance Benefits Plan and the Company’s Key Employee Change of Control Severance Benefits Plan.

Mr. Fortson has also entered into a Confidentiality and Non-Competition Agreement with the Company, which contains customary provisions including, for example, that Mr. Fortson will not accept employment with a competitor for two years from the date upon which his employment with the Company terminates, subject to certain exceptions.

Mr. Fortson does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of Mr. Fortson’s Offer Letter is qualified in its entirety by reference to the text of the Offer Letter, which is furnished as Exhibit 10.1 hereto.

Item 7.01 Regulation FD Disclosure

The Company’s press release announcing the appointment of Mr. Fortson as the Company’s Executive Vice President & Chief Financial Officer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “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, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1

Offer Letter between DENTSPLY SIRONA Inc. and John C. Fortson, entered into as of May 30, 2026

99.1

DENTSPLY SIRONA Inc. Press Release Issued June 11, 2026

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: June 11, 2026

EX-10.1

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johncfortsonofferletter

P a g e 1 | 4 May 29, 2026 John Fortson johnfortson@rocketmail.com Dear John, On behalf of Dentsply Sirona, I am pleased to offer you the role of Executive Vice President & Chief Financial Officer. In this role, you will report to Dan Scavilla, our Chief Executive Officer. Your anticipated start date is on or about June 29, 2026, based on meeting your current employer notice period commitments. We feel strongly that you are the right person for this job. You have great experience and will fit in well with our executive team. The material terms covering compensation and benefits are listed below: Compensation: Base Salary: Your annual salary will be $780,000 payable bi-weekly at a rate of $30,000, in accordance required by law. Annual Incentive: You will be eligible to participate in the Dentsply Sirona Annual Incentive Plan (AIP) according to its terms, as amended from time to time at the sole discretion of the Company. The plan is designed to encourage achievement of important business objectives. Your target annual incentive payout under the AIP will be 85% of base salary. Your incentive payout for 2026 will be prorated based on your employment start date. Payouts will be made as soon as practicable after the end of the applicable performance period and no later than the end of the second fiscal quarter following the performance period to which the payments relate. Bonuses are awarded in accordance with the provisions in the plan document which will be provided to you. Sign-on Cash Payment: In consideration of forfeited incentive and retention cash compensation from your prior employer, you will receive a cash payment in the amount of $500,000 payable in the first pay period in February 2027. If your employment ceases for any reason other than involuntary, not for cause termination within 12 months of your employment start date, you will be required to repay this amount within 45 days of termination. Annual Equity Award: You will be eligible for an annual equity award with a target expected value of $2,500,000 Your first annual grant will be issued commencing in 2027 with a grant date of -K. All equity awards and amounts are subject to the sole and absolute discretion of the Compensation and Human Capital Committee and/or the Chief Executive Officer. Your 2027 grant will be issued in a mix of

P a g e 2 | 4 equity vehicles consistent with the other members of the Management Committee as approved by the Committee in their February 2027 meeting. detailed information regarding equity treatment upon termination of employment. Sign-on Equity Award: In consideration of forfeited unvested equity from your prior employer, you will be eligible for a sign-on equity award with a target grant date value of $7 The grant date will be on the second trading day after your employment start date; provided, however, that if such periodic report on Form 10-Q following the applicable employment start date. Your sign-on equity award will be awarded 60% in the form of premium stock options with three-year ratable vesting, and 40% in the form of RSUs with three-year ratable vesting. All equity awards and amounts are subject to the sole and absolute discretion of the Compensation and Human Capital Committee and/or the Chief regarding equity treatment upon termination of employment. Benefits: Paid Time Off: As a full-time, exempt employee, you will be eligible for Flexible Time Off (FTO) upon FTO Policy, employees do not accrue time off but instead have flexibility to take time off as needed for Health and Welfare Benefits: You are eligible to participate in our excellent benefits program, which includes medical, dental and vision coverage as well as company-provided disability and life insurance. These benefits are effective the first of the month following your hire date in the U.S. In addition, we offer an excellent 401(k) plan with company match, of which details will be provided. Executive Health Benefit: You are eligible to participate in our executive health benefit which includes a comprehensive executive health examination once per year and concierge health services (24/7 access to physician network and care team) through Atrium Health. Executive Financial Planning Benefit: You are eligible to participate in our executive financial planning benefit which includes compensation optimization for equity awards, tax planning and preparation, estate planning, risk management and insurance planning, investment planning and retirement planning. Supplemental Savings Plan: Dentsply Sirona offers eligible employees the opportunity to participate in our Dentsply Sirona Supplemental Savings Plan (DSSSP). This non-qualified plan can build significant tax- advantaged savings over time through compensation deferral. The Plan is designed to provide a way for eligible employees to accumulate pre-tax savings for retirement and other lifetime needs beyond the statutory limits applicable to the 401(k) plan.

P a g e 3 | 4 Supplemental Executive Retirement Plan: Supplemental Executive Retirement Plan (SERP). The purpose of the SERP is to provide additional retirement benefits for a limited group of management employees. The SERP, including the administration of the plan and the associated contributions, are subject to the sole and absolute discretion of the Compensation and Human Capital Committee of the Board of Directors. Severance: You will be covered under our Key Employee Severance Benefits Plan and our Key Employee Change of Control Severance Benefits Plan which provide for enhanced benefits to direct reports of the CEO in the case of either a Change In Control or a not-for-cause involuntary termination. Relocation: You are also eligible for relocation benefits under the terms of our U.S. Domestic Executive specifics of your relocation package. You will be provided a separate relocation agreement letter that outlines the benefits, terms, and conditions of your relocation. Your potential 2-stage move is covered as part of this offer: 1. Move to an apartment near the office upon hire and 2. If you choose to purchase a home in Charlotte within 2 years of the start date, the relocation assistance associated with that move will also be covered. Nothing in this offer letter or any prior or subsequent communication to you shall in any way create an expressed or implied employment contract with you for a specific term. Rather, your employment with Dentsply Sirona is and will be at the will of the Company, and you, in turn, may likewise leave your employment with Dentsply Sirona at any time. Attached is the Dentsply Sirona Inc. Confidentiality and Non-Competition Agreement which is an integral part of this offer of employment. To accept this offer, you must also agree to the conditions of the Confidentiality and Non-Competition Agreement by signing and returning that Agreement to the Company before your employment begins. Your agreement and signature on this offer letter will initiate the next steps in the process. Once we receive the signed document, you will receive instructions regarding the background check and the substance abuse testing requirements. The above offer is contingent on your ability to perform the essential functions of the job with or without reasonable accommodations, satisfactory results of a pre-employment background check and drug screen, and verification of your credentials and your employment eligibility. It is also contingent on (1) the completion of the assessment readout without any material issues identified, and (2) formal Board ratification of his Congratulations on your offer, we are excited to have you join the team. We have every confidence that you will make a significant contribution to the ongoing success of Dentsply Sirona, and we look forward to working with you.

P a g e 4 | 4 If you have any questions, please feel free to contact me. Sincerely, Andrea Frohning Senior VP and Chief Human Resources Officer Accepted by:_________________________________ Date: _______________________________________

EX-99.1

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xraycfoappointmentpressr

DENTSPLY SIRONA APPOINTS JOHN FORTSON AS CHIEF FINANCIAL OFFICER Brings more than 25 years of experience leading transformation, capital deployment, and growth initiatives across global businesses Charlotte, N.C., June 11, 2026 — DENTSPLY SIRONA Inc. ("Dentsply Sirona" or the "Company") (Nasdaq: XRAY), the world's largest diversified manufacturer of professional dental products and technologies, today announced the appointment of John Fortson as Executive Vice President (EVP) and Chief Financial Officer (CFO), effective July 20. Mr. Fortson joins Dentsply Sirona with more than 25 years of leadership experience in finance, operations, and strategy across both public and private equity-backed companies. He has served for 13 years as either CFO or Chief Executive Officer of global manufacturing and industrial businesses. Throughout his career, he has executed large-scale business and finance transformations, capital allocation and portfolio optimization strategies, acquisitions and integrations, and ERP implementations to strengthen financial discipline, drive growth and deliver sustainable shareholder returns. He joins Dentsply Sirona from Kymera International, where he served as CFO. Prior to Kymera, he held executive roles at Ingevity Corporation, starting as CFO & Treasurer before being promoted to CEO, President, and board member. "We are excited to welcome John to Dentsply Sirona," said Dan Scavilla, President and CEO of Dentsply Sirona. "Following an extensive search, John emerged as the clear choice to serve as our next CFO given his rare combination of public company CFO experience, CEO perspective, capital markets expertise, and a proven track record of driving growth and operational excellence at scale. “We are confident that John’s collaborative leadership style, strategic mindset, and focus on execution will make him an outstanding partner for our leadership team as we advance our Return-to-Growth Action Plan.” Mr. Fortson said, "I am honored to join Dentsply Sirona at such an important time for the Company. With leading market positions, innovative products, and significant opportunities ahead, I believe Dentsply Sirona is poised for long-term growth. I look forward to partnering with Dan and the leadership team to strengthen performance, drive disciplined execution across the business and deliver long-term growth and value creation for shareholders." About John Fortson Most recently, Mr. Fortson served as President and CFO of Kymera International, a global specialty materials company, backed by Palladium Equity Partners and Goldman Sachs. During his tenure, he helped lead the integration of a rapidly expanded global platform spanning 21 manufacturing facilities across 14 countries while overseeing the consolidation of 12 ERP systems into a unified operating environment and driving initiatives to improve forecasting, liquidity, working capital performance, and operational efficiency. Prior to Kymera, Mr. Fortson spent nearly a decade at Ingevity Corporation (NYSE: NGVT), a global specialty chemicals and materials company with approximately $1.3 billion in annual revenue, serving first as CFO and later as President, CEO and a member of the company’s board. While at Ingevity, he led the successful separation from WestRock, built its finance,

treasury, tax, investor relations, internal audit, and information technology capabilities to support a standalone public company, and helped establish a robust capital structure through a $700 million credit facility, $300 million high-yield bond offering, and more than $1 billion of strategic acquisitions. Earlier in his career, Mr. Fortson served as CFO of AAR Corp., a leading global aviation services company with more than $2 billion in annual revenue. There, he led a comprehensive portfolio transformation that included divesting non-core manufacturing assets, retiring $325 million of debt, returning more than $150 million to shareholders through share repurchases, improving returns on invested capital, and repositioning the company around its higher- value aviation services platform. Before entering corporate leadership, Mr. Fortson spent 15 years in investment banking at Bank of America Merrill Lynch, ultimately serving as Managing Director in the Industrials Group. Prior to his investment banking career, he served as an officer in the U.S. Army for seven years. Mr. Fortson holds a Master of Business Administration from Duke University's Fuqua School of Business and a Bachelor of Science from the United States Military Academy at West Point. 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. John Fortson, Chief Financial Officer

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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