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XRAY 8-K filings, explained
Every material Form 8-K Dentsply Sirona has filed with the SEC since June 04, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Dentsply Sirona reported third-quarter 2026 net sales of $836 million, down 7.6% from $904 million a year earlier, and adjusted EPS of $0.29, down 29.4% from $0.42. GAAP results improved from a year earlier, when large impairment charges produced a $427 million net loss attributable to the company, but the company's cash flow weakened and it updated its 2026 outlook to approximately $3.5 billion in net sales and adjusted EPS of $1.20 to $1.30.
Net sales were $836 million, down 7.6% as reported and down 7.0% in constant currency.
GAAP diluted loss was $0.01 per share, compared with a $2.14 loss per share a year earlier; adjusted EPS was $0.29 versus $0.42.
The 2026 outlook calls for approximately $3.5 billion in net sales and adjusted EPS of $1.20 to $1.30, excluding a $0.17 one-time benefit from tariff refunds.
Operating cash flow was $32 million versus $79 million, and free cash flow was $0 million versus $40 million; the company repurchased shares for approximately $13 million.
DENTSPLY SIRONA obtained lender consent and amended its revolving credit facility and three note purchase agreements, effective around September 30, 2026. The changes raise the maximum permitted leverage ratios for the quarters ending September 30 and December 31, 2026, and add tighter limits on new liens, subsidiary debt and restricted payments. The company says the revised terms are intended to keep it in compliance with its debt covenants in all material respects.
Maximum permitted Total Leverage Ratio and Senior Leverage Ratio increased for fiscal quarters ending September 30, 2026 and December 31, 2026.
Until the compliance certificate for fiscal 2026 is delivered, new liens and new subsidiary debt are generally prohibited, and restricted payments are limited with certain carveouts.
Credit facility adds a new pricing level for the applicable margin and facility fee; note interest increases if leverage meets specified thresholds.
Dentsply Sirona appointed John Fortson as Executive Vice President and Chief Financial Officer, effective July 20, 2026, under an offer letter dated May 30, 2026. Fortson most recently served as President and CFO of Kymera International, and previously was CEO of Ingevity Corporation. The CFO change is a senior finance leadership transition, and the filing discloses his pay and sign-on terms.
Base salary of $780,000 with a target annual bonus of 85% of base salary, prorated for 2026
Beginning in 2027, annual equity award with a target grant date fair value of $2,500,000
Sign-on cash payment of $500,000 and sign-on equity award with a target grant date fair value of $700,000
Dentsply Sirona reported first-quarter 2026 net sales of $880 million, up 0.1% from $879 million a year earlier, but posted a GAAP net loss attributable to the company of $10 million, or $0.05 per diluted share, compared with net income of $20 million, or $0.10 per share, in the first quarter of 2025. Restructuring and other costs of $67 million and a $32 million tax benefit shaped the result, and adjusted EPS fell 39.0% to $0.27. The company kept its 2026 outlook for net sales of $3.5 billion to $3.6 billion and adjusted EPS of $1.40 to $1.50.
Net sales of $880 million, up 0.1% from $879 million; constant currency sales fell 6.7%
GAAP net loss attributable to Dentsply Sirona of $10 million, or $0.05 per diluted share, versus net income of $20 million, or $0.10, a year earlier
Adjusted EPS of $0.27 versus $0.44 a year earlier, down 39.0%; adjusted EBITDA of $129 million versus $168 million
2026 outlook maintained: net sales of $3.5 billion to $3.6 billion and adjusted EPS of $1.40 to $1.50
Dentsply Sirona reported a fourth quarter and full-year 2025 net loss, with fourth-quarter net sales up 6.2% but full-year net sales down 3.0%. The company also eliminated its quarterly dividend, announced a restructuring plan, and set 2026 net sales and adjusted EPS outlooks below its 2025 adjusted EPS of $1.60, which matters to shareholders because the dividend is gone and the outlook implies lower per-share earnings.
Q4 2025 net sales were $961 million, up 6.2%, but the company posted a net loss of $146 million, or $0.74 per diluted share, driven by $144 million in net-of-tax goodwill and intangible impairments.
FY 2025 net sales were $3,680 million, down 3.0%, and the net loss was $598 million, or $3.00 per diluted share, compared with a $910 million loss in 2024.
FY 2026 outlook: net sales of $3.5 billion to $3.6 billion and adjusted EPS of $1.40 to $1.50, versus FY 2025 adjusted EPS of $1.60.
The Board eliminated the quarterly cash dividend, which the company said will redirect capital to debt retirement and share repurchases; a restructuring plan carries $55 million to $65 million in charges and about $120 million in annualized
Dentsply Sirona's board increased its size from 11 to 13 seats and appointed James D. Forbes and Brian P. McKeon as directors, effective February 27, 2026. Director Willie A. Deese notified the board he will not seek reelection at the 2026 annual meeting, and the filing states this is not the result of any disagreement with the company. The changes are board governance updates with no financial figures disclosed.
Board size increased from 11 to 13 directors on February 23, 2026
James D. Forbes joins the Compensation & Human Capital Committee; Brian P. McKeon joins the Audit and Finance and Science and Technology committees
Willie A. Deese will not stand for reelection at the 2026 annual meeting, after about 15 years of service per the press release
Dentsply Sirona appointed Donald Zurbay, former President and CEO of Patterson Companies, to its Board of Directors effective January 10, 2026, increasing the board from 10 to 11 members. The company also formed an ad hoc Growth and Value Creation Committee, co-chaired by Chairman Gregory Lucier and CEO Daniel Scavilla, to oversee its Return-to-Growth action plan.
Donald J. Zurbay appointed to the Board effective January 10, 2026, and will serve on the Audit and Finance Committee
Board size increased from 10 to 11 members; Zurbay will serve until the 2026 annual meeting of stockholders
Ad hoc four-member Growth and Value Creation Committee co-chaired by Gregory Lucier and Daniel Scavilla
Committee will oversee the Return-to-Growth action plan first outlined on the November 7, 2025 third-quarter 2025 earnings call
On December 24, 2025, Dentsply Sirona obtained lender consent and signed amendments to its JPMorgan-agented revolving credit facility and three note purchase agreements. The changes replace the prior leverage covenants with new Total Leverage and Senior Leverage Ratio limits, cap efficiency-initiative EBITDA addbacks at $75 million through December 31, 2026, and add a new covenant restricting Restricted Payments, subject to exceptions.
Amendments dated December 24, 2025 cover the revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent and three note purchase agreements.
Total Leverage Ratio cap is 4.25 to 1.00 for quarters ending December 31, 2025 through June 30, 2026, stepping down to 3.50 to 1.00 from September 30, 2027.
Senior Leverage Ratio cap is 3.25 to 1.00 through June 30, 2026, stepping down to 2.50 to 1.00 from September 30, 2027.
EBITDA addbacks for efficiency initiatives are capped at $75 million in the aggregate for quarters ending December 31, 2025 through December 31, 2026.
Dentsply Sirona reported third-quarter 2025 net sales of $904 million, down 5.0% from a year earlier, and a GAAP net loss attributable to the company of $427 million, or $2.14 per share, which included a $263 million non-cash impairment charge. The company revised its 2025 outlook to net sales of $3.6 billion to $3.7 billion and adjusted EPS of about $1.60, and said CFO Matt Garth has departed, which shareholders should weigh against the company's Return-to-Growth plan.
Q3 2025 net sales were $904 million, down 5.0% as reported and down 8.0% in constant currency.
GAAP net loss attributable to Dentsply Sirona was $427 million ($2.14 per share), versus a $494 million loss ($2.46 per share) a year earlier; adjusted EPS was $0.37 versus $0.50.
Revised 2025 outlook: net sales of $3.6 billion to $3.7 billion and adjusted EPS of about $1.60.
CFO Matt Garth departed; Dustin Shields was named Chief Transformation Officer effective December 1, 2025.
DENTSPLY SIRONA said Chief Financial Officer Matthew E. Garth will leave the role effective November 5, 2025, and that the company has started a search for a successor. CEO Daniel T. Scavilla has been appointed interim principal financial officer for SEC filings, effective upon Garth's departure. The company said Garth's exit was not due to any disagreement over financial statements, internal controls, or accounting practices.
Matthew E. Garth ceases to serve as Executive Vice President and Chief Financial Officer effective November 5, 2025; decision made October 31, 2025
Daniel T. Scavilla, President and CEO, named interim principal financial officer, effective upon Garth's departure
Company has initiated a search for a permanent Chief Financial Officer; no new compensatory arrangements for Scavilla in the interim role
Company says the departure involved no disagreement on financial statements, internal controls, or accounting principles
DENTSPLY SIRONA said its Executive Vice President, Corporate Development, General Counsel and Secretary, Richard C. Rosenzweig, will leave that role by mutual agreement effective October 3, 2025. He will serve as Special Legal Advisor through March 4, 2026 under a transition agreement that sets severance and consulting terms. The change is an executive transition with defined payments rather than a change in financial results.
Rosenzweig's general counsel and corporate development roles end October 3, 2025; he becomes Special Legal Advisor through March 4, 2026 or earlier termination.
Transition agreement, dated October 2, 2025, provides a $30,000 monthly fixed fee for his Special Legal Advisor services, paid in full if terminated before March 4, 2026 for reasons other than Cause.
After the Separation Date, the company will engage him as an independent contractor consultant for one year at $20,000 per month.
DENTSPLY SIRONA's Compensation & Human Capital Committee approved a one-time retention equity award for several executives, including Senior Vice President and Chief Supply Chain Officer Tony Johnson. The award, made in stock options with a grant date fair value of $2,000,000, is intended to recognize his work during the recent CEO and CFO transitions and to encourage him to stay with the company for three years.
Award to Tony Johnson is stock options with a grant date fair value of $2,000,000
Options cliff-vest on the third anniversary of the grant date if he remains employed through that date
Grant expected on the second trading day after the Form 10-Q for the quarter ended September 30, 2025 is filed
Half the options have an exercise price equal to fair market value on the grant date; the other half are priced at 110% of that value
Dentsply Sirona reported second-quarter 2025 net sales of $936 million, down 4.9% from a year earlier, and a GAAP net loss of $45 million, or $0.22 per share, driven by a $214 million net-of-tax goodwill and intangible impairment. Adjusted EPS rose to $0.52 from $0.49, and the company reaffirmed its 2025 outlook, though sales and the impairment charge weigh on the picture for shareholders.
Net sales of $936 million fell 4.9% from $984 million; down 6.7% in constant currency, with United States sales down 18.3%.
GAAP net loss attributable to Dentsply Sirona of $45 million, or $0.22 per share, versus a $4 million loss ($0.02 per share) in the second quarter of 2024.
Adjusted EPS of $0.52 compared with $0.49; 2025 outlook maintained at net sales of $3.60 billion to $3.70 billion and adjusted EPS of $1.80 to $2.00.
Dan Scavilla became CEO effective August 1, 2025; quarterly dividend of $0.16 per share is payable October 10, 2025.
Dentsply Sirona said its board appointed Daniel Scavilla, a director since February 2025 and former Globus Medical CEO, as president and chief executive officer effective August 1, 2025, succeeding Simon Campion, who leaves on July 31, 2025. The company also issued preliminary second quarter 2025 results and reaffirmed its 2025 outlook, which gives shareholders a clearer view of the leadership transition and near-term results, though the filing gives no prior-year comparison.
Preliminary second quarter 2025 net sales are expected to be approximately $935 million, with adjusted EPS between $0.50 and $0.52.
The company reaffirmed its 2025 outlook from its May 8, 2025 earnings release and plans to report second quarter results on August 7, 2025.
Scavilla will receive an annual base salary of $1,030,000 and a target bonus of 135% of base salary; Campion resigned from the board effective July 20, 2025, reducing its size from eleven to ten members.
DENTSPLY SIRONA issued $550 million of 8.375% junior subordinated notes due 2055 on June 12, 2025, and used part of the proceeds to repay in full its $435 million 364-day bridge loan, which has been terminated. The filing states no early termination penalties or prepayment premiums were incurred. The deal replaces short-term bridge borrowing with long-dated debt that carries a fixed rate until 2030 and a reset thereafter.
$550 million of 8.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due September 12, 2055 issued June 12, 2025
Fixed 8.375% rate until September 12, 2030; thereafter resets to five-year U.S. Treasury rate plus 4.379%, with a floor of 8.375%
$435 million 364-day term loan (Bridge Loan Facility) repaid in full and terminated, with no early termination penalties
Company may redeem the notes at par plus accrued interest starting 90 days before the First Reset Date
On June 3, 2025, DENTSPLY SIRONA obtained lender consent to amend its revolving credit facility with JPMorgan Chase Bank, N.A., and signed amendments to three note purchase agreements. The changes set a 60% cap on senior debt to capitalization, raise the maximum consolidated leverage ratio to 65%, and add interest rate adjustments if the company's credit rating falls below investment grade. The amendments take effect only after certain conditions are met, and the filing does not give the size of any borrowing or interest rate change.
June 3, 2025: lender consent obtained under revolving credit facility dated May 12, 2023, with JPMorgan Chase Bank, N.A. as administrative agent
Maximum allowable consolidated leverage ratio increased to 65%; senior debt to capitalization must not exceed 60%
Note Purchase Agreement Amendment No. 3 signed for three note agreements, dated 2015, 2016 (with Sirona Dental Services GmbH) and 2019
Interest rate adjustments apply if the company's credit rating is downgraded below investment grade
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