8-K

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

January 9, 2024

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)		(I.R.S. 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

DENTSPLY SIRONA Inc. (the “Company”) is providing preliminary unaudited selected results for the full year 2023 to facilitate the Company’s participation in the 42nd Annual J.P. Morgan Healthcare Conference on January 10, 2024 (the "Conference"). Based on preliminary financial information, the Company anticipates its estimated net sales for the year ended December 31, 2023 will be at or above the high end of its previously provided outlook range of $3.90 billion to $3.94 billion and reaffirms preliminary expectations for adjusted earnings per share (“EPS”) to be in the range of $1.80 to $1.85. The Company further expects to report year-over-year sales growth in its Essential Dental Solutions, Wellspect Healthcare, and Orthodontic and Implant Solutions segments, partially offset by declines in its Connected Technology Solutions segment. The Company also reaffirms its expectations for double-digit adjusted EPS growth in 2024. The Company does not provide forward-looking or preliminary estimates of adjusted EPS on a GAAP basis as certain information needed to prepare adjustments is not yet available and cannot be reasonably estimated. A description of the adjustments typically made to compute adjusted EPS can be found in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 2, 2023.

The preliminary 2023 estimates for net sales and adjusted EPS are based on management's preliminary assessment of operations for the year ended December 31, 2023. The Company expects to issue full financial results for the fourth quarter and fiscal year 2023 on or around February 29, 2024.

This presentation is unaudited and preliminary and does not present all information necessary for an understanding of the Company’s financial condition as of December 31, 2023. The presentation is being announced by a widely disseminated press release and will be made available to the public by webcast. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

During the Conference, representatives of the Company will present the materials attached as Exhibit 99.2. A copy of the presentation is being furnished as Exhibit 99.2 to this report.

The information furnished pursuant to Item 2.02 and Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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:
99.1	DENTSPLY SIRONA Inc. Press Release Issued January 9, 2024
99.2	DENTSPLY SIRONA Inc. J.P. Morgan Conference Presentation, dated January 10, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Forward-Looking Statements

All statements in this Current Report on Form 8-K that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs and no assurance can be given that the results described in such statements will be achieved. Such statements are subject to numerous assumptions, risks, uncertainties and other factors, including those described in the section titled “Risk Factors” in Dentsply Sirona’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and in other documents that we file with the Securities and Exchange Commission. 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. The Company does 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 Current Report on Form 8-K or to reflect the occurrence of unanticipated events.

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/ Richard C. Rosenzweig
	Richard C. Rosenzweig
	Senior Vice President, Corporate Development,
	General Counsel and Secretary

Date: January 9, 2024

EX-99.1

Dentsply Sirona to Present at J.P. Morgan Healthcare Conference, Provides Update on Anticipated Full Year 2023 Results Charlotte, N.C., January 9, 2024 - DENTSPLY SIRONA Inc. (“Dentsply Sirona” or the "Company") (Nasdaq: XRAY) will present at the 42nd Annual J.P. Morgan Healthcare Conference on Wednesday, January 10, 2024, at 7:30 am PT (10:30 am ET). As part of the conference, the Company is providing an update on its 2023 full year anticipated financial results, with net sales expected to be at or above the high end of the Company’s previously provided outlook range of $3.90 billion to $3.94 billion. For the full year and fourth quarter 2023, the Company expects to report year-over-year net sales growth in the Essential Dental Solutions, Wellspect Healthcare, and Orthodontic and Implant Solutions segments, partially offset by declines in the Connected Technology Solutions segment. The Company is reaffirming its full year 2023 adjusted EPS outlook range of $1.80 to $1.85 and its expectations for double-digit adjusted EPS growth in 2024. The Company does not provide forward-looking or preliminary estimates of adjusted EPS on a GAAP basis as certain information needed to prepare adjustments is not yet available and cannot be reasonably estimated. A description of the adjustments typically made to compute adjusted EPS can be found in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 2, 2023. The preliminary estimates above are based solely upon information available to management as of the date of this press release and are subject to change. The Company’s actual results may differ from this estimate due to the completion of its year-end closing procedures, final adjustments and developments that may arise or information that may become available between now and the time the Company’s financial results are finalized and included in its Annual Report on Form 10-K for the year ended December 31, 2023. Presentation materials and webcast information for the investor conference, including a replay of the webcast following the conference, is available on the Investors section of the Dentsply Sirona website at https://investor.dentsplysirona.com. About Dentsply Sirona Dentsply Sirona is the world’s largest 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 solution 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 products provide innovative, high-quality and effective solutions to advance patient care and deliver better and safer dental care. Dentsply Sirona’s headquarters is located 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: Andrea Daley Vice President, Investor Relations +1-704-805-1293 InvestorRelations@dentsplysirona.com

Forward-Looking Statements and Associated Risks This Press Release contains statements that do not directly and exclusively relate to historical facts which constitute forward-looking statements, including statements and projections concerning financial performance. The Company’s forward-looking statements represent current expectations and beliefs and involve risks and uncertainties. Actual results may differ signif icantly from those projected or suggested in any forward-looking statements and no assurance can be given that the results described in such forward-looking statements will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements which speak only as of the date they are made. The forward-looking statements are subject to numerous assumptions, risks and 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. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause the Company’s actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following: the Company’s ability to remain profitable in a very competitive marketplace, which depends upon the Company’s ability to differentiate its products and services from those of competitors; the Company’s failure to realize assumptions and projections which may result in the need to record additional impairment charges; the effect of changes to the Company’s distribution channels for its products and the failure of significant distributors of the Company to effectively manage their inventories; the Company’s ability to control costs and failure to realize expected benefits of cost reduction and restructuring efforts and the Company’s failure to anticipate and appropriately adapt to changes or trends within the rapidly changing dental industry. Investors should carefully consider these and other relevant factors, including those risk factors in Part I, Item 1A, (“Risk Factors”) in the Company’s most recent Annual Report on Form 10-K, including any amendments thereto, and any updating information which may be contained in the Company’s other filings with the Securities and Exchange Commission (“SEC”), when reviewing any forward-looking statement. The Company notes these factors for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either the foregoing lists, or the risks identified in the Company’s SEC filings, to be a complete discussion of all potential risks or uncertainties.

EX-99.2

J.P. Morgan Healthcare Conference Simon Campion President and Chief Executive Officer January 10, 2024

Forward-Looking Statements and Associated Risks This presentation contains statements that do not directly and exclusively relate to historical facts which constitute forward-looking statements, including, statements and projections concerning, among other things, the expected timing, benefits and costs associated with the Company’s restructuring plan described in this presentation. The Company’s forward-looking statements represent current expectations and beliefs and involve risks and uncertainties. Actual results may differ significantly from those projected or suggested in any forward-looking statements and no assurance can be given that the results described in such forward-looking statements will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements which speak only as of the date they are made. The forward-looking statements are subject to numerous assumptions, risks and 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. The Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any number of factors could cause the Company’s actual results to differ materially from those contemplated by any forward-looking statements, including, but not limited to, the risks associated with the following: the Company’s ability to remain profitable in a very competitive marketplace, which depends upon the Company’s ability to differentiate its products and services from those of competitors; the Company’s failure to realize assumptions and projections which may result in the need to record additional impairment charges; the effect of changes to the Company’s distribution channels for its products and the failure of significant distributors of the Company to effectively manage their inventories; the Company’s ability to control costs and failure to realize expected benefits of cost reduction and restructuring efforts and the Company’s failure to anticipate and appropriately adapt to changes or trends within the rapidly changing dental industry. Investors should carefully consider these and other relevant factors, including those risk factors in Part I, Item 1A, (“Risk Factors”) in the Company’s most recent Form 10-K, including any amendments thereto, and any updating information which may be contained in the Company’s other filings with the SEC, when reviewing any forward-looking statement. The Company notes these factors for investors as permitted under the Private Securities Litigation Reform Act of 1995. Investors should understand it is impossible to predict or identify all such factors or risks. As such, you should not consider either the foregoing lists, or the risks identified in the Company’s SEC filings, to be a complete discussion of all potential risks or uncertainties. 2 Non-GAAP Financial Measures In addition to results determined in accordance with U.S. generally accepted accounting principles (“US GAAP”) the Company provides certain measures in this presentation, described below, which are not calculated in accordance with US GAAP and therefore represent Non-GAAP measures. These Non-GAAP measures 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 US GAAP. These Non-GAAP measures are used by the Company to measure its performance and may differ from those used by other companies. Management believes that these Non-GAAP measures are helpful as they provide a measure of the results of operations, and are frequently used by investors and analysts to evaluate the Company’s performance exclusive of certain items that impact the comparability of results from period to period, and which may not be indicative of past or future performance of the Company. The Company does not provide forward-looking estimates on a GAAP basis as certain information is not available and cannot be reasonably estimated.

Dentsply Sirona Snapshot (NASDAQ: XRAY) World’s Largest Diversified Manufacturer of Professional Dental Solutions Essential Dental Solutions 36% Connected Technology Solutions 31% Wellspect Healthcare 7% Orthodontic and Implant Solutions 26% United States 35% Europe 40% Rest of World 25% Key Statistics 1877 Founded Charlotte, NC Headquarters 400,000+ Dental Professionals Trained Annually(1) ~15,000 Total Employees 100+ Countries Served $3.9B 2022 Net Sales Business Strengths End-to-End Dental Portfolio 140+ Years of Innovation Scaled Across Global Markets World Class Clinical Education Trusted Brands All data in slide is as of 2022 (1) Includes dentists, technicians, hygienists and dental assistants that participated in clinical education courses in 20223 Sales by Segment (‘22) Sales by Region (‘22)

4 LSD: Low-Single Digits, MSD: Mid-Single Digits Category data source: internal estimates (1) CAGR through 2026E Uniquely Positioned with a Winning Portfolio Opportunity to Capture Share in Growing Segments Estimated Long-term Market Growth DS Target Growth(1) MSD MSD+ MSD MSD 15%+ 20%+ LSD LSD Total Dental LSD - MSD MSD+ MSD MSD+ Total LSD - MSD MSD+ ~$2B ~$7B ~$5B Connected Technology Solutions Orthodontic & Implant Solutions AlignersImplants & Prosthetics Wellspect Healthcare ~$30B Total Addressable Markets ~$32B ~$10B ~$8B Essential Dental Solutions

Wellspect Healthcare $0.3B 2022 Net Sales Urology Enterology MSD+ Target Growth(1) #2 Continence Care Essential Dental Solutions $1.4B 2022 Net Sales Endodontics Restorative Preventive LSD Target Growth(1) #1 Endodontics #2 Restorative #1 Preventive Orthodontic and Implant Solutions $0.7B 2022 Net Sales Implants $0.3B 2022 Net Sales Aligners Premium Implants Regenerative and Digital Services Lab Materials Value Implants SureSmile Byte MSD Target Growth(1) 20%+ Target Growth(1) #4 Implants and Prosthetics #3 Professional #1 DTC Connected Technology Solutions $1.2B 2022 Net Sales CAD/CAM (IOS, Mill, Print) Treatment Centers and Instruments Imaging MSD+ Target Growth(1) #1 Full- Chairside #3 IOS #3 Treatment Centers and Instruments #2 Imaging Comprehensive End-To-End Portfolio Across Served Markets 5 Key Product Categories Leading Market Positions LSD: Low-Single digits, MSD: Mid-Single Digits (1) CAGR through 2026E

Our Strategy Transform oral health and continence care by driving product and service innovation and delivering an exceptional customer and patient experience through an engaged and diverse workforce Enabled by the DS Operating Model ONE TEAM | INNOVATION | DISCIPLINED EXECUTION 6 ACHIEVE ANNUAL GROWTH & MARGIN COMMITMENTS 1 ENHANCE & SUSTAIN PROFITABILITY 2 ACCELERATE ENTERPRISE DIGITALIZATION 3 WIN IN HIGH GROWTH CATEGORIES 4 CREATE HIGH PERFORMANCE CULTURE 5

7 … To Increase Efficiency and Effectiveness Strategic Reinvestments for Hygiene and Growth Organizational Realignment $200M+ Est. annual run-rate savings SKU Optimization Channel Investments ERP Clinical Education Transforming the Business … Network Optimization Compliance

Focusing Innovation … … to Increase Return on Investment Through Meaningful Advancement $180M (~4% of sales) R&D Spend 8 SureSmile Outcome Simulator Patient Canvas Lab Connectivity LoFric Origo Flexible Midwest EnergoExpanded Milling and Printing Materials X-Smart Pro+ Core Capabilities Materials Expertise Technology Know-How Software Engineering Key Launches

Key Enablers Organic sales growth in-line or above market Return on growth investments Winning portfolio High-performance culture 3-Year Financial Targets 9 Strategies in Place to Make Meaningful Financial Progress Metric 3-Year Targets Organic Growth CAGR 4% – 6%(1) Adj. EBITDA Margin +500 bps Adj. EPS Target $3.00 in 2026 FCF Conversion ~100% Transformation initiatives Key Assumptions 3% – 5% TAM growth ~4% R&D % of sales 21% Tax rate (1) Assumes non-recessionary, normalized macro environment, including patient traffic

Creating Value for Shareholders 10 Clear Strategy and Execution Enabled by the DS Operating Model Well-Positioned in Attractive Industries Disciplined Capital Allocation Roadmap to Accelerate Profitable Growth  Largest end-to-end connected portfolio in dental; accretive position in continence care  Trusted brands and strong positions across multiple categories  Well-positioned to benefit from long-term industry trends  Strategic objectives focus on high-growth categories  Delivering a regular cadence of new products launches  Gross margin expansion through SKU optimization and supply chain transformation  SG&A optimization  Healthy balance sheet and strong cash flow generation  Dividend growth in line with earnings growth  Improving free cash flow generation to enable 100% conversion

Appendix

Non-GAAP Measures Definitions 12 Organic Sales The Company defines "organic sales" as the reported net sales adjusted for: (1) net sales from acquired businesses recorded prior to the first anniversary of the acquisition; (2) net sales attributable to disposed businesses or discontinued product lines in both the current and prior year periods; and (3) the impact of foreign currency changes, which is calculated by translating current period net sales using the comparable prior 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: (1) Business combination related costs and fair value adjustments. These adjustments include costs related to consummating and integrating acquired businesses, as well as net gains and losses related to the disposed businesses. In addition, this category includes the post-acquisition roll-off of fair value adjustments recorded related to business combinations, except for amortization expense of purchased intangible assets noted below. Although the Company is regularly engaged in activities to find and act on opportunities for strategic growth and enhancement of product offerings, the costs associated with these activities may vary significantly between periods based on the timing, size and complexity of acquisitions and as such may not be indicative of past and future performance of the Company. (2) Restructuring related charges and other costs. These adjustments include 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. The Company is continually seeking to take actions that could enhance its efficiency; consequently, restructuring charges may recur but are subject to significant fluctuations from period to period due to the varying levels of restructuring activity, and as such may not be indicative of past and future performance of the Company. Other costs include charges related to 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 the recent investigations, related ongoing legal matters and associated remediation activities which primarily include legal, accounting and other professional service fees, as well as turnover and other employee-related costs. (3) Goodwill and intangible asset impairments. These adjustments include charges related to goodwill and intangible asset impairments. (4) Amortization of purchased intangible assets. This adjustment excludes the periodic amortization expense related to purchased intangible assets, which are recorded at fair value. Although these costs contribute to revenue generation and will recur in future periods, their amounts are significantly impacted by the timing and size of acquisitions, and as such may not be indicative of the future performance of the Company. (5) Fair value and credit risk adjustments. These adjustments include the non-cash mark-to-market changes in fair value associated with pension assets and obligations, and equity-method investments. Although these adjustments are recurring in nature, they are subject to significant fluctuations from period to period due to changes in the underlying assumptions and market conditions. The non-service component of pension expense is a recurring item, however it is subject to significant fluctuations from period to period due to changes in actuarial assumptions, interest rates, plan changes, settlements, curtailments, and other changes in facts and circumstances. As such, these items may not be indicative of past and future performance of the Company. Adjusted operating income margin is calculated by dividing adjusted gross profit by net sales. Adjusted Gross Profit Adjusted gross profit is computed by excluding from gross profit the impact any of the above adjustments that affect either sales or cost of sales. Adjusted Net Income (Loss) Adjusted net income (loss) consists of net income (loss) as reported in accordance with US GAAP, adjusted to exclude the items identified above, as well as the related income tax impacts of those items. Additionally, net income is adjusted for other tax-related adjustments such as: discrete adjustments to valuation allowances and other uncertain tax positions, final settlement of income tax audits, discrete tax items resulting from the implementation of restructuring initiatives and the windfall or shortfall relating to exercise of employee share- based compensation, any difference between the interim and annual effective tax rate, and adjustments relating to prior periods. These adjustments are irregular in timing, and the variability in amounts may not be indicative of past and future performance of the Company and therefore are excluded for comparability purposes. 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 Adjusted earnings (loss) (EPS) per diluted share is computed by dividing adjusted earnings (loss) attributable to Dentsply Sirona shareholders by the diluted weighted average number of common shares outstanding. Adjusted Free Cash Flow and Conversion The Company defines adjusted free cash flow as net cash provided by operating activities minus capital expenditures during the same period, and adjusted free cash flow conversion is defined as adjusted free cash flow divided by adjusted net income (loss). Management believes this Non-GAAP measure is important for use in evaluating the Company’s financial performance as it measures our ability to efficiently generate cash from our business operations relative to earnings. It should be considered in addition to, rather than as a substitute for, net income (loss) as a measure of our performance or net cash provided by operating activities as a measure of our liquidity.

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Cover Page	Jan. 09, 2024
Cover [Abstract]
Entity Central Index Key	0000818479
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Document Type	8-K
Document Period End Date	Jan. 09, 2024
Entity Registrant Name	DENTSPLY SIRONA Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-16211
Entity Tax Identification Number	39-1434669
Entity Address, Address Line One	13320 Ballantyne Corporate Place,
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277-3607
City Area Code	844)
Local Phone Number	848-0137
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	XRAY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false