DENTSPLY SIRONA Inc. XRAY
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 27, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
21 paragraphs in Risk Factors of the 10-K filed Feb 26, 2026 with nothing like them in the 10-K filed Feb 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Like other large, global companies, during the normal course of business, we have experienced and expect to continue to experience cyber threats, attacks and other attempts to compromise our information systems, with such attacks and threats rapidly increasing in both sophistication and frequency. Although past cybersecurity incidents have not had a material effect on
Additionally, federal and state privacy and security-related laws may be more restrictive than HIPAA and could impose additional penalties:
•For example, the Federal Trade Commission uses its consumer protection authority to initiate enforcement actions in response to alleged privacy violations and data breaches.
We generate a substantial portion of our revenue through a limited number of distributors who we also rely on to provide important service and support to end-users. We have attempted to mitigate any risks related to this concentration through
diversifying our distributor base, particularly in the United States beginning in 2026.
recurring charges in the approximate range of $55 million to $65 million, the majority of which will be expensed and paid in cash in 2026 and 2027. The 2026 Plan is anticipated to result in approximately $120 million in annualized cost savings.
For further information regarding the specifics of our impairments, see Note 11, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.
Our intellectual property may not protect our products, and/or our products may infringe on the intellectual property rights of third parties.
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Risks and uncertainties that we face with respect to our patents and patent applications include the following:
The Company’s business is subject to risks related to, among other factors, tariffs and other trade protection measures put in place by the United States and other countries. The U.S. government has implemented or is in the process of implementing various tariffs on the importation of goods from certain countries, a number of which are applicable to the Company’s supply chain, operations, and sales, and the tariffs enacted or proposed by the Trump Administration and retaliatory tariffs by other countries could make it significantly more difficult or costly for the Company to import certain products or materials to the United States, or export products or materials from the United States to other countries. Currently, a small portion of the products, materials, and components used in our products are imported from China, and a significant share of the dental equipment that we sell in the United States is manufactured in Europe. Europe is also a major market for our products, including certain consumable products made in the United States, while sales in China represent less than 5% of our global sales on an annual basis. We continue to monitor and evaluate the ongoing and potential impacts of the tariffs and changes in trade policy, whether implemented or proposed, on our supply chain, costs, net sales and profitability. We have implemented and continue to evaluate additional strategies that would mitigate such impacts, including competitive pricing strategies to offset tariffs and evaluating potential sourcing options that work with our vendors and merchants to seek to minimize products sourced from high tariff rate countries, both for existing products and for new product development. Furthermore, changes in trade policies can lead to supply chain constraints, higher energy costs, labor shortages, and contribute to the risk of higher inflation and general economic uncertainty across the industry and the regions in which the Company operates. The impact that these tariffs and changes in trade policy will ultimately have on our financial results remains uncertain, including the impact on demand for our products in certain markets if prices rise as a consequence of import tariffs.
Furthermore, geopolitical conflicts are expected to continue to shape market dynamics and pose general threats to financial stability in affected regions, including ongoing tensions from both the Russia-Ukraine conflict and the conflict in the Middle East. These conflicts are highly unpredictable and could lead to significant market and other disruptions, which along with the spillover effect of ongoing civil, political, and economic disturbances on surrounding areas, may significantly devalue currencies we use or have other adverse impacts, including increased costs of raw materials, manufacturing or shipping delays or increases in inflation rate, cyberattacks and supply chain challenges.
continue to do so. For further information, see Note 21, Commitments and Contingencies, discussing the securities class action lawsuits, in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.
Certain governments have adopted or are considering tax reform measures that could significantly increase our worldwide tax liabilities.
•On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making various changes to the U.S. tax code. In particular, OBBBA reinstated the deduction for research and development expenditures within the United States and introduced new provisions for the immediate deduction of certain capital expenditures. These changes may have an impact on our future tax payments.
Legislation or regulations that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, could adversely affect our operations and financial results.
•The European Union’s Corporate Sustainability Reporting Directive (“CSRD”) requires impacted companies to make extensive sustainability and climate-related disclosure. In December 2025, the EU Parliament approved changes to the CSRD due to the Omnibus simplification package, altering reporting deadlines (so-called “stop the clock”) and to reduce the number of reporting requirements through revised European Sustainability Reporting Standards (“ESRS”). The revised ESRS are expected to be adopted by the European Commission in the first half of 2026. These changes, and any other new or pending legal or regulatory matters, may result in the expenditure of additional resources or costs to comply with such requirements.
•The state of California has also enacted a series of environmental laws related to climate disclosures with which we are required to comply in 2026, pending the outcome of legal challenges.
•On March 27, 2025, the SEC voted to cease defending the previously-proposed climate-related disclosure rules. It is unclear whether similar rules will ever be implemented.
•Other international jurisdictions are proposing climate and ESG-related disclosure legislation.
Climate-related rules will increase compliance costs and could increase litigation risks related to disclosures, which could materially and adversely affect our financial performance.
Our success depends on our ability to attract, engage, develop, and retain employees with the skills and experience necessary to execute our strategy. Failure to fill key roles, retain critical talent, or upskill employees to address emerging skill gaps may negatively affect our performance, competitive position, and long‑term prospects. Maintaining a strong succession pipeline for senior leadership roles is essential to ensuring continuity for our customers.
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
New in the latest 10-Q
17 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
The Company revised its methodology utilized to determine profit in intercompany inventory for elimination, resulting in increased net income by approximately $30 million, equivalent to $0.15 per basic and diluted share for the three and nine months ended September 30, 2026. The revised methodology utilizes information that was not previously readily available and can now be captured using the new system that the Company is implementing to consolidate its financial results. In connection with this implementation, the Company is enhancing the extent of detailed financial data readily and systematically available, improving the Company’s ability to analyze and estimate the unrealized profit in inventory associated with intercompany transactions. The change was accounted for prospectively as a change in accounting estimate and represents the cumulative impact of the revised estimate. Equivalent impacts are not expected in future periods.
Read in the 10-Q
In October 2026, the Company settled and re-established its Swiss franc-denominated net investment hedge portfolio. See Note 15, Subsequent Events, for additional information.
Read in the 10-Q
On October 8, 2026, the Company obtained the requisite lender consents and entered into amendments, each dated as of September 30, 2026, to its May 12, 2023 revolving credit facility and its 2015, 2016 and 2019 note purchase agreements (collectively, the “Debt Amendments”). The Debt Amendments, among other things, increased the maximum permitted leverage ratios and permitted additional EBITDA adjustments for certain cash charges and expenses for the fiscal quarters ending September 30, 2026 and December 31, 2026. The Debt Amendments also temporarily restricted the incurrence of certain new liens and subsidiary debt and the making of certain restricted payments, subject to specified exceptions; added quarterly reporting requirements relating to certain initiatives and the related costs and savings; modified pricing under the revolving credit facility; and increased the incremental interest payable under the note purchase arrangements at specified leverage levels. The Company incurred approximately $ 4 million in fees in connection with the Debt Amendments. The revised terms provide the Company with additional flexibility to maintain compliance with its debt covenants.
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For the three months ended September 30, 2026, the Company considered additional qualitative and quantitative factors to determine whether events or changes in circumstances indicated potential impairment of goodwill or indefinite-lived intangible assets. Based on this assessment, the Company concluded that no interim quantitative goodwill impairment testing was required for the reporting units with remaining goodwill. Due to lower-than-expected results and reduced revenue forecasts for certain product lines, the Company identified indicators of impairment for certain indefinite-lived intangible assets. Quantitative impairment testing performed as of September 30, 2026, using the relief-from-royalty method consistent with the annual impairment assessment, indicated that the carrying values of certain trade names exceeded their estimated fair values. As a result, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $ 2 million and $ 1 million for the Orthodontic and Implant Solutions and Essential Dental Solutions segments, respectively, for the three months ended September 30, 2026.
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On October 20, 2026, after engaging in mediation, the Company and the individual defendants entered into a Memorandum of Understanding (the “MOU”) with plaintiffs containing the material terms of a settlement resolving the 2024 Securities Litigation. The parties intend to negotiate and execute a formal stipulation of settlement describing the terms of the proposed settlement, which will be subject to approval by the SDNY Court and notice to the class. The MOU provides that the Company will pay or cause its insurers to pay $ 75 million to settle the 2024 Securities Litigation and that the final settlement will contain no admission of liability, fault, or wrongdoing. This amount will be funded by the Company’s insurers under its directors’ and officers’ liability insurance policies. For the proposed settlement of the 2024 Securities Litigation, the Company has recognized a liability of $ 75 million as of September 30, 2026, with an offsetting insurance receivable, resulting in no impact to the Consolidated Statements of Operations in the three and nine months ended September 30, 2026.
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The defendants agreed to the proposed settlement solely to avoid the cost, distraction, and uncertainty of continued litigation. There can be no assurance that the parties will execute a definitive stipulation of settlement or that the SDNY Court will approve the proposed settlement. If the proposed settlement does not become effective, the Company intends to continue to vigorously defend the 2024 Securities Litigation.
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Between March 2025 and September 2026, Company stockholders filed four stockholder derivative suits (the “Derivative Matters”) on behalf of the Company. The defendants are certain current and former members of the Company’s Board of Directors and certain current and former executive officers. The suits are:
Read in the 10-Q
On April 29, 2025, the SDNY Court consolidated the O’Connor and Andreotti actions under the caption In re Dentsply Sirona Inc. Stockholder Derivative Litigation (the “Consolidated Derivative Action”). On October 1, 2026, the SDNY Court consolidated the Davis action into the Consolidated Derivative Action. The Derivative Matters are currently stayed.
Read in the 10-Q
The derivative complaints make allegations similar to those in the 2024 Securities Litigation, generally covering a period beginning December 1, 2022. They claim that the defendants breached fiduciary duties by, among other things, causing or allowing the Company to make materially false and misleading statements related to the Byte LLC acquisition. Certain of the complaints also assert unjust enrichment and violations of federal securities laws, including in connection with the Company’s repurchases of its stock at allegedly inflated prices.
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In October 2026, the Company settled and then re-established its Swiss franc-denominated net investment hedge portfolio to continue hedging its exposure to changes in the U.S. dollar value of its Swiss franc-denominated net assets. The new Swiss franc-denominated net investment hedges have a total notional value of $1.8 billion. The Company paid a net amount of approximately $12 million to settle the existing portfolio. The instruments are designated as hedges of the Company's Swiss franc-denominated net assets.
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Geopolitical conditions in the Middle East have adversely impacted our business, including by contributing to lower revenue in certain markets in the region. The Company’s operations have not been materially impacted by these geopolitical conditions, but such conditions may result in future disruptions to our operations. We continue to monitor these developments and take actions to mitigate their impact on our operations.
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payments for the delivery of our products into Russia has been partially reduced, which further limits our ability to use cash received from sales in Russia for our general purposes.
Read in the 10-Q
partnership with distributors. The decrease was partially offset by higher volumes of Wellspect products.
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For the three and nine months ended September 30, 2026, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $2 million and $1 million for the Orthodontic and Implant Solutions and Essential Dental Solutions segments, respectively.
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Indefinite-lived intangible assets consist of trade names, trademarks, and in-process R&D. Indefinite-lived intangible assets are tested for impairment annually at April 1 or more frequently if events or circumstances indicate that the carrying value may be impaired, or if a decision is made to sell, discontinue, or divest a business. Judgment is involved in determining if an indicator of impairment has occurred during the year. Such indicators may include a decline in expected cash flows, unanticipated competition, increased interest rates, or slower growth rates, among others.
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For the three months ended September 30, 2026, the Company considered qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of impairment of goodwill or indefinite-lived intangible assets. Due to the lower-than-expected results for the product lines associated with various intangible assets, review of the indefinite-lived intangible assets using a consistent methodology as that which was used for the annual test, indicated a decline in fair value as of September 30, 2026 due to lower volumes for the Company’s equipment and implant products. As a result, the Company recorded indefinite-lived intangible asset pre-tax impairment charges of $2 million and $1 million for the Orthodontic and Implant Solutions and Essential Dental Solutions segments, respectively, for the three months ended September 30, 2026.
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Item 6
Exhibit Number Description ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4.1 Note Purchase Agreement Amendment No. 5, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc. and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated December 11, 2015, by and among DENTSPLY SIRONA Inc. and the other parties thereto (1) 4.2 Note Purchase and Guarantee Agreement Amendment No. 5, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc., DENTSPLY DENTAL B.V. (as successor by merger to Sirona Dental Services GmbH) and each of the holders of Notes parties thereto, with respect to that certain Note Purchase and Guarantee Agreement, dated October 27, 2016, by and among DENTSPLY SIRONA Inc., Sirona Dental Services GmbH and the other parties thereto (1) 4.3 Note Purchase Agreement Amendment No. 5, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc. and each of the holders of Notes parties thereto, with respect to that certain Note Purchase Agreement, dated June 24, 2019, by and among DENTSPLY SIRONA Inc. and the other parties thereto (1) 10.1 Third Amendment to Credit Agreement, dated as of September 30, 2026, by and among DENTSPLY SIRONA Inc., the financial institutions listed on the signature pages thereof as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (1) 31.1 Section 302 Certification Statement of the Chief Executive Officer (Filed herewith) 31.2 Section 302 Certification Statement of the Chief Financial Officer (Filed herewith) 32 Section 906 Certification Statements (Furnished herewith) 101. INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101. SCH XBRL Taxonomy Extension Schema Document 101. CAL XBRL Taxonomy Extension Calculation Linkbase Document 101. DEF XBRL Taxonomy Extension Definition Linkbase Document 101. LAB XBRL Extension Labels Linkbase Document 101. PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) Incorporated by reference to exhibit included in the Company’s Form 8-K dated October 8, 2026, File no. 0-16211.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 26, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:There have been no material changes to the risk factors as disclosed in Part I, Item 1A, “Risk Factors” in the Company’s 2025 Form 10-K.
Read in the 10-Q
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 26, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 27, 2025
Where each one is used
- chain constraints: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- constraints higher: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- higher energy: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- energy costs: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- costs labor: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- labor shortages: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- higher inflation: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
- economic uncertainty: Due to the global nature of our business, movements in foreign exchange rates may impact our consolidated statements of operations, consolidated balance sheets and consolidated statement of cash flows. With approximately two-thirds of our sales occurring outside the United States, our consolidated net sales are...
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
57 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
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