DENTSPLY SIRONA Inc

Item 1A Risk Factors

TheExcept as set forth below, there have been no material changes to the risk factors as disclosed in Part I, Item 1A, Risk Factors in the

 Companys Form 10-K for the year ended December 31, 2024.

We have recognized substantial goodwill and indefinite-lived intangible asset impairment charges, most recently in the quarter ended June 30, 2025, and may be required to recognize additional goodwill and indefinite-lived intangible asset impairment charges in the future.

We have acquired other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangibles. We review amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. We test goodwill and indefinite-lived intangibles for impairment at least annually. The valuation models used to determine the fair value of goodwill or indefinite-lived intangible assets are dependent upon various assumptions and reflect managements best estimates.

The Company assessed the goodwill of its reporting units and its indefinite-lived intangible assets for impairment as of April 1, 2025. As a result of the Companys April 1 impairment test, it was determined that the fair values of its Implant Prosthetic Solutions reporting unit and certain indefinite-lived intangible assets including trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment were below their carrying values.

The reduction in fair value for the Implant Prosthetic Solutions reporting unit determined by this model was primarily driven by the impact of tariffs and lower projected volumes, particularly in the United States and European markets. These factors contributed to reduced forecasted revenues, lower operating margins, and reduced expectations for future cash flows in the near term. As a result of this test, the Company recorded a pre-tax goodwill impairment charge as of June 30, 2025 of $156 million for the Implant Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment.

As a result of the annual test of indefinite-lived intangible assets, the Company identified impairments of certain trade names and trademarks within the Connected Technology Solutions segment, and certain trade names within the Implant Prosthetic Solutions reporting unit within the Orthodontic and Implant Solutions segment. The decline in fair value of these assets was driven by the impact of tariffs, which reduced the royalty rates used to value these assets, and lower volumes for the Companys premium equipment and implant products which is contributing to reduced forecasted revenues. As a result of this test, the Company recorded pre-tax charges of $79 million to intangible assets as of June 30, 2025, consisting of $64million within the Connected Technology Solutions segment and $15 million within the Implant Prosthetic Solutions reporting unit, which were recorded in Goodwill and intangible asset impairment in the Consolidated Statement of Operations.

For the three months ended June 30, 2025, the Company considered additional qualitative and quantitative factors to determine whether any events or changes in circumstances had resulted in indicators of additional impairment of goodwill or indefinite-lived intangible assets during the course of the quarter and concluded there were no such indicators. However, following the impairments taken during the quarter, the fair values of certain indefinite-lived intangible assets within the Connected Technology Solutions and Orthodontic and Implant Solutions segments continued to approximate carrying values as of June 30, 2025. Any further decline in key assumptions, such as an increase in the discount rate by 50 basis points or further reduction in projected revenues or margins, would likely lead to additional material impairments of the Implant Prosthetic Solutions reporting unit, the above-mentioned intangible assets, or both. Remaining goodwill associated with the Implant Prosthetic Solutions reporting unit was $376 million as of June 30, 2025, which represents all remaining goodwill within the Orthodontic and Implant Solutions segment. The remaining carrying values of the indefinite-lived intangible assets within the Connected Technology Solutions and Orthodontic and Implant Solutions segments approximate fair value and were $109 million and $95 million, respectively, as of June 30, 2025.

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The goodwill and indefinite-lived intangible asset impairment analyses are sensitive to changes in key assumptions used, such as discount rates, revenue growth rates, perpetual revenue growth rates, operating margin percentages, and net working capital assumptions of the business as well as current market conditions affecting the dental and medical device industries in both the United States and globally. Given the uncertainty in the marketplace and other factors affecting managements assumptions underlying our discounted cash flow model, the assumptions and projections used in the analyses may not be realized and our current estimates could vary significantly in the future, which may result in one or more additional goodwill or indefinite-lived intangible asset impairment charges in the future.

For further information on the annual impairment test of goodwill and intangible assets, see Note 13, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q.

There is a risk of future impairment charges if there is a decline in the fair value of the reporting units or indefinite-lived intangible assets as a result of, among other things, actual financial results that are lower than forecasts, an adverse change in valuation assumptions, a decline in equity valuations, increases in interest rates, or changes in the use of intangible assets. There can be no assurance that the Companys future asset impairment testing will not result in a material charge to earnings. At June 30, 2025, following the above-mentioned impairments, the Company has $300 million of indefinite-lived intangible assets and $1.5 billion of goodwill recorded on its balance sheet.