DEF 14A of Dentsply Sirona Inc., Apr 23, 2026

DEF 14A of Dentsply Sirona Inc.

Filed Apr 23, 2026 · FY20250000818479-26-000125

Open on EDGAR

  1. PROXY ITEM NO. 1: ELECTION OF DIRECTORS

    PROXY ITEM NO. 1: ELECTION OF DIRECTORS The current term of office of all of our directors expires at the meeting or when their successors are duly elected and qualified. The Corporate Governance and Nominating Committee recommended, and our Board has nominated, twelve directors to be elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Mr. Zurbay joined the Board effective January 10, 2026. Mr. Forbes and Mr. McKeon each joined the Board effective February 27, 2026. As previously disclosed, Mr. Deese, who served on our Board with distinction since 2011, is not standing for election to the Board at the Annual Meeting of Stockholders in order to focus on other interests. Accordingly, Mr. Deese will no longer be serving on our Board following the Annual Meeting of Stockholders on June 2, 2026. The Company is grateful for Mr. Deese's many years of service. All current directors of our Company who are nominees have agreed to serve if elected. Included in each director nominee’s biography is a description of select key qualifications and experience that led the Board to conclude that each nominee is qualified to serve as a member of the Board. All biographical information below is as of the Record Date. Our Board has no reason to expect that any of the nominees will be unable to stand for election on the date of the meeting or will otherwise not serve. If a vacancy occurs among the original nominees prior to the meeting, the proxies may be voted for a substitute nominee named by our Board as well as for the remaining nominees. Because this election is not a contested election, directors are elected by a majority of the votes cast when a quorum is present. A “majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. “Votes cast” excludes abstentions and any broker non-votes. Our Board has determined that, in its judgment, with the exception of Daniel T. Scavilla, our current President and Chief Executive Officer, all of the current members of, and nominees for, our Board are independent, as defined by the listing standards of The Nasdaq Global Select Market, as of the date of this Proxy Statement. The Board’s evaluation included consideration that an immediate family member of Mr. Zurbay (an adult son of Mr. Zurbay who does not share Mr. Zurbay's home) is an Audit Manager of the Company's independent registered public accounting firm Deloitte & Touche LLP, that such son's employment at Deloitte & Touche LLP predates Mr. Zurbay's appointment to the Board, and that such son does not personally perform any audit or other services for the Company while working at Deloitte & Touche LLP. For a full discussion on the criteria and process for the nomination of directors, see “Selection of Nominees for the Board of Directors” on page 31.

  2. PROXY ITEM NO. 1: ELECTION OF DIRECTORS

    | DENTSPLY SIRONA INC. – Proxy Statement | 9 |

  3. Board Composition, Tenure and Independence

    Board Composition, Tenure and Independence Our Corporate Governance Guidelines/Policies provide that the Corporate Governance and Nominating Committee will recommend candidates for our Board who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of stockholders. The Board believes that having directors of diverse background, qualifications and global perspectives, along with varied skills and experiences, contributes to a balanced and effective Board. The Company’s Corporate Governance Guidelines/Policies further emphasize creating and maintaining a proper balance of skills, perspectives and tenure, and that the Company is committed to a policy of inclusiveness. Additionally, the Corporate Governance and Nominating Committee seeks to ensure periodic Board refreshment by maintaining an appropriate mix of short, medium and long tenured Directors.

  4. Board Composition, Tenure and Independence

    | Board Refreshment | | | 7 ㅤ | New Directors In The Past Five Years | | | |

  5. Board Composition, Tenure and Independence

    | Board Composition (as of April 6, 2026) | | | | | | Total Number of Director Nominees | 12 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose | | | 3 | 9 | 0 | 0 | | Part II: Other Demographic Information | | | | | | African American or Black | 0 | 1 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 1 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 3 | 7 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | 0 | 0 | 0 | | Did Not Disclose Demographic Background | 0 | | | |

  6. Board Composition, Tenure and Independence

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  7. Director Biographies

    Director Biographies Set forth below are the biographies of our Director nominees up for election or re-election at our Annual Meeting.

  8. Director Biographies

    | Gregory T. Lucier | | | | Mr. Lucier has served as Non-Executive Chairman of the Dentsply Sirona Board of Directors since January 1, 2024. Mr. Lucier has served as the Chief Executive Officer of Corza Health, a life sciences company, since 2018 and is an over 35 year veteran of the healthcare industry. Prior to Corza Health, Mr. Lucier was Chairman and Chief Executive Officer of NuVasive, a global technology leader in minimally invasive spine and orthopedic surgery, from 2015 to 2018. Prior to NuVasive, from 2003 to 2014, Mr. Lucier served as Chairman and CEO of Life Technologies. Mr. Lucier’s early career included roles as a corporate officer of General Electric Company and as an executive at GE Medical Systems Information Technologies. He is a member of the Boards of Directors of Maravai LifeSciences Holdings, Inc. and Avantor, Inc., where he serves on both its Compensation & Human Resources Committee and its Nominating and Governance Committee. Mr. Lucier holds a Bachelor’s in Industrial Engineering from Pennsylvania State University and a Master’s in Business Administration from Harvard Business School. | | Director since 2019 (Non-Executive Chairman since January 1, 2024) Independent Age: 61 Board Committees: •Corporate Governance and Nominating Committee Other Public Company Boards: •Maravai LifeSciences Holdings, Inc. •Avantor, Inc. | |

  9. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive and as a Board Member Mr. Lucier has significant business experience, including leadership roles as an executive and board member of public companies. | | | Medical Device or Industry Experience Mr. Lucier has held numerous leadership roles, including as Chief Executive Officer and Chairman, with a significant history of success for several medical device and life science businesses. | | | Business Development Experience Mr. Lucier’s executive leadership positions and tenure on various boards have given him general business skills, expertise and experience including in business development and corporate strategy development. |

  10. Director Biographies

    | DENTSPLY SIRONA INC. – Proxy Statement | 11 |

  11. Director Biographies

    | Daniel T. Scavilla | | | | Mr. Scavilla was appointed as President and Chief Executive Officer effective August 1, 2025. Previously, Mr. Scavilla served as President and Chief Executive Officer of Globus Medical, Inc. (“Globus Medical”) from April 2022 through July 18, 2025 where he led Globus’ acquisition of NuVasive, Inc. and integrated the two organizations to create the second largest spine technology company in the world with a greater than $12 billion market cap. Prior to that, Mr. Scavilla was Executive Vice President, Chief Commercial Officer and President, Trauma, of Globus Medical where he scaled its manufacturing and distribution capabilities and launched the Orthopedics and Trauma business unit, and prior to that he was Chief Financial Officer of Globus Medical. Prior to joining Globus Medical, Mr. Scavilla spent 28 years in increasing leadership roles within Johnson & Johnson (J&J), including serving as Chief Financial Officer, Global Vice President Finance & Business Operations of J&J Vision, and as Chief Financial Officer, Worldwide Vice President Finance of Advanced Sterilization Products—J&J’s infection prevention business within its MedTech business unit—helping to capture the number one market position in Sterilization. Additional roles at J&J include financial management positions at McNeil Consumer Healthcare (Kenvue), Centocor Biologics, and Cilag Schaffhausen Operations in Switzerland (Janssen Pharmaceutical). Mr. Scavilla joined Dentsply Sirona Inc.’s Board of Directors in February 2025 and was previously a member of the Audit and Finance Committee. He previously served on Globus Medical’s Board of Directors and was a member of the Nominating and Corporate Governance Committee. Mr. Scavilla previously served on the board of directors of Impulse Dynamics, a privately held medical technology company focused on minimally invasive treatment options for heart failure patients, from November 2021 to July 2023. Mr. Scavilla received a B.S. in Finance and Organizational Behavior from LaSalle University and holds an MBA in International Management from Temple University. | | Director since 2025 Age: 61 Board Committees: •None Other Public Company Boards: •None | |

  12. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as an Executive Mr. Scavilla brings extensive leadership experience from senior executive roles at large companies, consistently driving strategic growth and operational excellence. | | | Medical Device or Industry Experience Mr. Scavilla has deep expertise in the medical device industry, with a strong track record of driving innovation, product development, and commercial success. | | | International Business Experience Mr. Scavilla has successfully led global operations with an extensive understanding of key international markets. |

  13. Director Biographies

    | 12 | DENTSPLY SIRONA INC. – Proxy Statement |

  14. Director Biographies

    | Michael J. Barber | | | | Mr. Barber has over 40 years of experience, including in executive positions with General Electric (NYSE: GE), featuring roles within operations, human capital, engineering, strategy, product management, and international P&L leadership. He has successfully launched transformational technologies and products to the market in the fields of diagnostic imaging and point-of-care technology. Mr. Barber also serves as a member of the Executive Committee of the Board of Regents at the Milwaukee School of Engineering. He holds both a Bachelor of Science and Honorary Doctorate in Electrical Engineering from the Milwaukee School of Engineering. He is a Member of the National Academy of Engineering and a Fellow of the American Institute for Medical and Biological Engineering. Mr. Barber serves on the Board of Directors for Exact Sciences Corp. as Chair of its Innovation, Technology & Pipeline Committee and a member of its Audit and Finance Committee. Mr. Barber also serves on the Board of Directors of Green Bay Packers, Inc. | | Director since 2025 Independent Age: 65 Board Committees: •Science and Technology Committee Other Public Company Boards: •Exact Sciences Corp. •Green Bay Packers, Inc. | |

  15. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Medical Device or Industry Experience Mr. Barber has successfully led companies in the medical device industry, driving innovation and strategic growth. | | | Understanding of and Previous Work with Information Technology Mr. Barber has extensive experience in healthcare information technology, with a deep expertise in leveraging innovation to enhance global businesses. | | | Large Company Experience as Executive and as a Board Member Mr. Barber has a distinguished track record in executive leadership and board governance, having contributed to the success of public companies. |

  16. Director Biographies

    | DENTSPLY SIRONA INC. – Proxy Statement | 13 |

  17. Director Biographies

    | James D. Forbes | | | | Mr. Forbes served as Vice Chairman Investment Banking at Morgan Stanley from 2019-2025. Before joining Morgan Stanley, he served as Vice Chairman at UBS from 2013-2019. From 2009-2013, he served as Head of Global Principal Investments at Bank of America Merrill Lynch, and prior to that, for thirteen years, he served in various other roles at Merrill Lynch including as Co-Head of Global Healthcare Investment Banking. | | Director since 2026 Independent Age: 67 Board Committees: •Compensation & Human Capital Committee Other Public Company Boards: •None | |

  18. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive Mr. Forbes has an extensive history in investment banking at large global companies and businesses throughout his career. | | | Capital Allocation/Deployment Experience Mr. Forbes has a substantial record of financial experience as a banker in the healthcare industry including investment decision making. | | | Business Development Experience Mr. Forbes’ extensive history in banking and working with large transactions provides significant experience and expertise to the Board of Directors. |

  19. Director Biographies

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  20. Director Biographies

    | Brian T. Gladden | | | | Mr. Gladden is a seasoned executive with over 35 years of success in organizational development, business transformation, and setting strategic visions. He is currently the Chief Administrative and Chief Financial Officer of Zelis Healthcare Inc., a privately-held healthcare technology company. As a CFO, Mr. Gladden has led all aspects of the finance function, M&A, information technology, security, facilities, and corporate strategy. Before joining Zelis, Mr. Gladden was an Operating Partner with Bain Capital’s North American Private Equity team, where he worked to create equity value across the company’s portfolio of investments. Prior to Bain Capital, Mr. Gladden was CFO at public companies Mondelēz International and Dell Technologies. He began his career at General Electric, serving for nearly two decades in various senior finance and general management positions, including as President and CEO of GE Plastics and divisional CFO roles in the Plastics and Healthcare businesses. Mr. Gladden currently serves as a member of the Advisory Councils for both the Lombardo College of Business at Millersville University and the McCombs School of Business at the University of Texas – Austin. He has a Bachelor of Science in Business Administration and Finance from Millersville University. | | Director since 2024 Independent Age: 61 Board Committees: •Audit and Finance Committee Other Public Company Boards: •None | |

  21. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive or Board Member Mr. Gladden has significant business experience, including leadership roles as an executive. | | | Capital Allocation/Deployment Experience Mr. Gladden has actively participated in decisions concerning investing and capital allocation in his prior and current roles. | | | Business Development Experience Mr. Gladden has significant experience with complex transactions, both as a former executive of large companies and in his current role. |

  22. Director Biographies

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  23. Director Biographies

    | Betsy D. Holden | | | | Ms. Holden has more than 40 years of experience leading growth and innovation in consumer driven companies. She served as a Senior Advisor to McKinsey & Company, a global management consulting company, from April 2007 to December 2020 leading strategy, marketing, and board effectiveness initiatives for clients in consumer goods, pharma, medical products, and financial services. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. From 2001-2003, she was Co-Chief Executive Officer of Kraft Foods and from 2000-2003, she was Chief Executive Officer of Kraft Foods North America. Additional positions at Kraft included President, Global Marketing and Category Development and Executive Vice President, with oversight of operations, IT, procurement, research and development, and marketing services, as well as multiple business unit President and line management assignments. Under her leadership, Kraft was a food industry leader in sales force excellence, new product successes, marketing, and digital innovation. While at Kraft, Ms. Holden led the successful acquisition and integration of Nabisco Group Holdings and the subsequent initial public offering of the company. Ms. Holden serves on the Food Chain Advisory Board and several portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products. She serves on the Global Advisory Board of Northwestern University’s Kellogg School of Management. She also serves on the Board of Directors for the Western Union Company as the Chair of the Corporate Governance, ESG, and Public Policy Committee and a member of the Compensation and Benefits Committee. In addition, she serves on the Board of Directors of NNN Reit, as the Chair of its Compensation Committee and a member of its Audit Committee; and Ms. Holden also serves on the Board of Directors of Kenvue, Inc. as Chair of the Compensation and Human Capital Committee. Ms. Holden is Trustee Emeritus of Duke University where she served on the Board from 2011-2023 and the Executive Committee from 2015-2023. Ms. Holden has served on ten boards over the last 25 years including Diageo plc, Catamaran Corporation, and Time, Inc. | | Director since 2018 Independent Age: 70 Board Committees: •Corporate Governance and Nominating Committee (Chair) •Compensation & Human Capital Committee Other Public Company Boards: •NNN REIT, Inc. •The Western Union Company •Kenvue Inc. | |

  24. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive and Board Member Ms. Holden has served as Chief Executive Officer of a large public company and as a board member and consultant to multiple large, international, public companies. | | | Experience in Marketing/Sales Ms. Holden has held numerous leadership roles in marketing and product management, both as an executive and in her role as a consultant, successfully implementing growth strategies, novel ideas and marketing plans to win in competitive industries. | | | Business Development Experience (including M&A) Ms. Holden has extensive experience guiding companies through complex mergers, acquisitions and divestitures, ensuring strategic alignment and financial success. |

  25. Director Biographies

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  26. Director Biographies

    | Clyde R. Hosein | | | | Mr. Hosein most recently served as President and Chief Operating Officer of SambaNova Systems Inc. from April 2025 to March 2026. Prior to SambaNova, he served as Chief Financial Officer of AliveCor Inc., a medical device and AI company producing ECG hardware and software for consumer mobile devices, from March 2021 to April 2023. Prior to AliveCor, Mr. Hosein served as Chief Financial Officer of Automation Anywhere, Inc., an enterprise software provider of robotic process automation, from December 2017 to March 2021. From August 2013 to May 2017, he served as Executive Vice President and Chief Financial Officer of RingCentral, Inc., a publicly traded provider of software-as-a-service cloud-based business communications solutions. Prior to this, Mr. Hosein served from June 2008 to October 2012 as Chief Financial Officer of Marvell Technology Group Ltd., a publicly traded semiconductor provider of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits, and he also served as its Interim Chief Operating Officer and Secretary from October 2008 to March 2010. From 2003 to 2008, he served as Vice President and Chief Financial Officer of Integrated Device Technology, Inc., a provider of mixed-signal semiconductor solutions. From 2001 to 2003, he served as Senior Vice President, Finance and Administration and Chief Financial Officer of Advanced Interconnect Technologies, a semiconductor assembly and test company. He has also held other senior level financial positions, including the role of Chief Financial Officer at Candescent Technologies, a developer of flat panel display technology. Early in his career he spent 14 years in financial and engineering roles at IBM Corporation. Mr. Hosein has been a member of the Board of Directors of Credo Technology Group since April 2024. He previously served on the Board of Directors of Wolfspeed, Inc. (formerly Cree, Inc.). | | Director since 2020 Independent Age: 66 Board Committees: •Audit and Finance Committee •Science and Technology Committee Other Public Company Boards: •Credo Technology Group | |

  27. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive or Board Member Mr. Hosein has significant business experience, including leadership roles as an executive and board member of an international public company. | | | Understanding and Previous Work with Information Technology Mr. Hosein has extensive business experience with information technology and management within large global organizations. | | | Financial Literacy In his various leadership roles, Mr. Hosein obtained extensive knowledge of accounting and financial matters. |

  28. Director Biographies

    | DENTSPLY SIRONA INC. – Proxy Statement | 17 |

  29. Director Biographies

    | Jonathan J. Mazelsky | | | | Mr. Mazelsky has served as President and CEO of IDEXX Laboratories, Inc. since October 2019. Prior to that, Mr. Mazelsky served as Interim President and CEO of IDEXX from June 2019 to October 2019, and he was an Executive Vice President responsible for IDEXX’s North American Companion Animal Group Commercial Organization and key elements of the innovation portfolio, including IDEXX VetLab® in-house diagnostics, Diagnostic Imaging, Veterinary Software and Services, and the Rapid Assay and Telemedicine lines of business, from August 2012 to June 2019. Before joining IDEXX, Mr. Mazelsky was a Senior Vice President and General Manager from 2010 to 2012 of Computed Tomography, Nuclear Medicine and Radiation Therapy Planning at Philips Healthcare, a subsidiary of Royal Philips Electronics (now named Royal Philips). Previously he held a series of other leadership roles with increasing responsibilities during his tenure at Philips beginning in 2001. Prior to joining Philips, Mr. Mazelsky was at Agilent Technologies, where he was an Executive in Charge from 2000 to 2002, leading the integration of Agilent’s Healthcare Group into Philips. He also served as a General Manager of the Medical Consumables Business Unit at Agilent Technologies from 1997 to 2000. From 1988 to 1996, Mr. Mazelsky held a number of roles at Hewlett Packard in finance, marketing and business planning. Mr. Mazelsky holds an undergraduate degree in Mathematics from the University of Rochester and an MBA from the University of Chicago. | | Director since 2023 Independent Age: 65 Board Committees: •Compensation & Human Capital Committee (Chair) •Corporate Governance and Nominating Committee Other Public Company Boards: •IDEXX Laboratories, Inc. | |

  30. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as an Executive Mr. Mazelsky has an extensive history of successfully leading large global companies and businesses throughout his career. | | | Medical Device or Industry Experience Mr. Mazelsky has several decades of experience leading global enterprises in healthcare markets. | | | International Business Experience Mr. Mazelsky’s tenure in international business leadership positions provides significant experience and expertise to the Board of Directors. |

  31. Director Biographies

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  32. Director Biographies

    | Brian P. McKeon | | | | Mr. McKeon most recently served as Executive Vice President and Special Advisor to IDEXX Laboratories, Inc. through May 2025. He previously served as IDEXX’s Chief Financial Officer and Treasurer for over 10 years from 2014 through January 2025, during which time he led IDEXX’s finance, strategic planning and corporate development/M&A functions and oversaw IDEXX’s operations and information technology functions and its livestock, water and human diagnostics businesses. Prior to joining IDEXX, Mr. McKeon served as Executive Vice President and Chief Financial Officer of Iron Mountain Inc, from 2007 to 2013 and as Executive Vice President and Chief Financial Officer at the Timberland Company from 2000 to 2007. Prior to these roles, he held several finance and strategic planning roles at PepsiCo Inc., serving most recently as Vice President, Finance, at Pepsi-Cola, North America. Mr. McKeon serves on the Board of Directors of Alkermes plc and the National Veterinary Associates, and he previously served as a Director of IDEXX Laboratories from 2003 to 2013 and Athenahealth, Inc. from September 2017 to February 2019. | | Director since 2026 Independent Age: 64 Board Committees: •Audit and Finance Committee •Science and Technology Committee Other Public Company Boards: •Alkermes plc | |

  33. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as an Executive Mr. McKeon has an extensive history as an executive including CFO and Treasurer at large global companies and businesses. | | | Capital Allocation/Deployment Experience Mr. McKeon has a substantial experience in developing and executing capital allocation strategies in larger and complex global organizations. | | | Business Development Experience Mr. Keon’s history in strategic planning and corporate development/M&A brings significant expertise to the Board of Directors. |

  34. Director Biographies

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  35. Director Biographies

    | Leslie F. Varon | | | | Ms. Varon served as Chief Financial Officer of Xerox Corporation, a document solutions company, from November 2015 through December 2016, during which time she led the restructuring of the $18 billion business process services, printing equipment, software and solutions company, including the successful spin-off of its $7 billion services business. After that transaction, she became Special Advisor to the new Xerox Chief Executive Officer until March 2017 when she retired from the company. Prior to becoming Chief Financial Officer at Xerox, she was briefly VP Investor Relations from March 2015 through October 2015. Previously she served Xerox as VP Finance & Corporate Controller from July 2006 to February 2015, where she oversaw global financial operating executives and had responsibility for corporate financial planning and analysis, accounting, internal audit, risk management, global real estate and worldwide shared services centers. Earlier in her career, Ms. Varon was Vice President Finance & Operations support for Xerox’s North American business, Vice President Xerox Investor Relations and Corporate Secretary and Director of Corporate Audit. From 2006 to 2017 she served on the board of Xerox International Partners, a joint venture between Xerox Corporation and Fuji Xerox Corporation, representing Xerox Corporation’s ownership stake. Ms. Varon serves on the Board of Directors for Hamilton Lane Inc. as Chair of its Audit Committee and a member of its Compensation Committee. She previously served on the Lam Research Board of Directors and chaired its Audit Committee from 2019 until 2024. | | Director since 2018 Independent Age: 69 Board Committees: •Audit and Finance Committee (Chair) •Corporate Governance and Nominating Committee Other Public Company Boards: •Hamilton Lane Inc. | |

  36. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive or Board Member Ms. Varon has significant business experience, including leadership roles as an executive. | | | Capital Allocation/Deployment Experience Ms. Varon has a substantial record of financial experience and proper maintenance of a large corporation, including as a Chief Financial Officer. | | | Business Development Experience Ms. Varon has an extensive history working with large transactions and business transformation in a public company, and has a deep understanding of business deals and growth. |

  37. Director Biographies

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  38. Director Biographies

    | Janet S. Vergis | | | | Ms. Vergis has over 35 years of experience in the healthcare industry and recently served as an executive advisor to private equity firms from 2013 to 2019. Prior to her advisory role she was the Chief Executive Officer of OraPharma, lnc., a privately held, specialty pharmaceutical company focusing on oral health. In that role she led the turnaround of the business and its subsequent successful sale. Preceding her role at OraPharma, Ms. Vergis managed a multi-billion portfolio at Johnson & Johnson as President of Janssen Pharmaceuticals, McNeil Pediatrics, and Ortho-McNeil Neurologics. Ms. Vergis contributed to several Johnson & Johnson companies during her career, serving as a member of company management boards for over 10 years and holding positions of increasing responsibility in research and development, new product development, sales, and marketing. Ms. Vergis serves on the Board of Directors for Church and Dwight Co., Inc., Teva Pharmaceutical Industries Ltd., and SGS SA. Ms. Vergis earned a B.S. degree in Biology and an M.S. degree in Physiology from The Pennsylvania State University. | | Director since 2019 Independent Age: 61 Board Committees: •Science and Technology Committee (Chair) •Compensation & Human Capital Committee Other Public Company Boards: •Church & Dwight Co., Inc. •SGS SA •Teva Pharmaceutical Industries Ltd. | |

  39. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive or Board Member Ms. Vergis has significant business experience, including leadership roles as an executive. | | | Medical Device or Industry Experience Ms. Vergis has worked for over three decades in the dental industry and the global healthcare field, including in various key advisory and executive positions. | | | Capital Allocation/Deployment Experience Ms. Vergis has a substantial record of financial experience and proper maintenance of a large corporation, including an extensive history working with large transactions and business transformations. |

  40. Director Biographies

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  41. Director Biographies

    | Donald J. Zurbay | | | | Mr. Zurbay has more than 30 years of experience in finance and accounting, including 20 years spent in leadership positions within the global healthcare industry. Most recently, he was at Patterson Companies, Inc., a global healthcare company, serving as President and CEO, after previously serving as its CFO. Prior to Patterson, he worked in various leadership roles for St. Jude Medical, a global medical device company, culminating in his role as CFO. Mr. Zurbay serves on the Boards of Directors of Sight Sciences, Inc. and LivaNova PLC. He previously served on the Board of Directors and as Chair of the Audit Committee of Silk Road Medical, Inc. Mr. Zurbay holds a Bachelor of Science degree in Business from the University of Minnesota. He is a member of the American Institute of Certified Public Accountants and the Minnesota Society of Certified Public Accountants. | | Director since 2026 Independent Age: 58 Board Committees: •Audit and Finance Committee Other Public Company Boards: •LivaNova PLC •Sight Sciences, Inc | |

  42. Director Biographies

    | Selected Key Qualifications and Experience: | | | | Large Company Experience as Executive Mr. Zurbay has an extensive history as an executive including CEO and CFO at large global companies and businesses. | | | Capital Allocation/Deployment Experience Mr. Zurbay has a substantial record of financial experience in managing a large corporation. | | | Medical Device or Industry Experience Mr. Zurbay has significant experience in the healthcare industry and expertise to bring to the Board of Directors. |

  43. Director Biographies

    | 22 | DENTSPLY SIRONA INC. – Proxy Statement |

  44. Director Biographies

    | Summary of Director Qualifications and Experience | Barber, Michael J. | Forbes, James D. | Gladden, Brian T. | Holden, Betsy D. | Hosein, Clyde R. | Lucier, Gregory T. | Mazelsky, Jonathan J. | McKeon, Brian P. | Scavilla, Daniel T. | Varon, Leslie F. | Vergis, Janet S. | Zurbay, Donald J. | Total | | Large Company Experience as Executive or Board Member is important because of the complex and unique management requirements for a large, public company. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 12 | | Extensive Knowledge of DENTSPLY SIRONA History and Industry allows our Board of Directors to learn from our history and what works for our company. | | | | ● | | ● | | | | ● | | ● | 4 | | Medical Device or Industry Experience is important in understanding innovation and developments in the larger field. | ● | | ● | | ● | ● | ● | ● | ● | | ● | ● | 9 | | International Business Experience is important because of our global reach and the growing interconnectivity of people and industry. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 12 | | Financial Literacy is necessary to understand our financial reports, internal controls, and the complex transactions we conduct regularly. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 12 | | Public Company Governance Experience assists directors with diligent management of accountability, transparency and protection of stockholder interests. | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | 11 | | Experience in Marketing and Sales is crucial in understanding how to most effectively sell our products in existing markets and to expand to new ones. | ● | | | ● | | ● | ● | | ● | | ● | | 6 | | Manufacturing Experience helps in understanding the balance between efficiency and the highest level of quality controls. | ● | | ● | ● | ● | ● | ● | ● | ● | | | | 8 | | Experience in HR and Talent Management allows directors to help us hire, motivate, and retain the best employees. | ● | | | ● | ● | ● | ● | ● | | ● | ● | | 8 | | Understanding of and Previous Work with Information Technology will allow our company to innovate and thrive in a world that relies more heavily than ever on interconnectivity of systems and technology. | ● | | ● | ● | ● | ● | ● | ● | ● | | ● | | 9 | | Experience in Capital Allocation and Deployment allows directors to decide on the proper placement of assets and funds, manage risks, and invest smartly in upcoming and lucrative avenues. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 12 | | Business Development Experience (including M&A) is important because of the board’s role in strategic planning of mergers, acquisitions, and divestitures. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 12 | | Quality and Regulatory Experience allows our directors to provide oversight of our regulated activities and risk management. | ● | | | ● | | ● | ● | | ● | | ● | | 6 | | Prior Work in Research and Development allows directors to understand the potential for new and innovative technologies and how to facilitate them. | ● | | | ● | | ● | ● | | ● | | ● | | 6 | | Qualified Financial Experts have met Sarbanes-Oxley Act requirements meant to improve disclosures and prevent improper financial practice. | | ● | ● | ● | ● | ● | | ● | ● | ● | | ● | 9 | | Enterprise Risk Management, including business continuity and cybersecurity, allows our company to thrive in a rapid-paced and technology-driven market. | ● | | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 11 |

  45. Director Biographies

    | Recommendation of the Board The Board unanimously recommends a vote FOR the election of each director nominee listed above |

  46. Director Biographies

    | DENTSPLY SIRONA INC. – Proxy Statement | 23 |

  47. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  48. Corporate Governance Highlights

    Corporate Governance Highlights We are committed to high standards of corporate governance as an essential element of delivering long-term stockholder value. We have implemented many governance best practices, including the following:

  49. Corporate Governance Highlights

    | Board Structure and Independence | •All Directors are independent except for the President and Chief Executive Officer •Independent Non-Executive Chair •Diverse and highly skilled Board that provides a range of viewpoints •Consideration of optimal Board leadership structure for the Company •Periodically rotating the chairs of the Board committees and Chairmanship of the Board •Executive sessions held by the Chair at each regular Board and Committee meeting without management present •Perform regular Board, Committee and Board member evaluations | | Stockholder Rights | •3%, 3-year proxy access bylaw •Annual election of all Directors •Majority voting for all Directors in uncontested elections, coupled with irrevocable conditional resignations of directors memorialized in the Company’s By-Laws •No supermajority voting provisions •No “poison pill” rights plan | | Board Oversight | •Oversees enterprise risk management •Monitors the Company’s workplace culture and values •Reviews key talent and succession on an at least annual basis | | Board Education | •New Directors participate in an orientation consisting of introductory meetings with business and functional leaders and senior management •Directors periodically participate in site visits to facilities •Directors participate in educational sessions concerning various critical issues and topics such as Board assessment and governance best practices, environmental, social and governance (“ESG”), machine learning/artificial intelligence, digital transformation, cybersecurity and strategy •Board Education Policy encourages continuing education for Directors at the Company’s expense | | Corporate Governance Practices | •No hedging or pledging transactions in our securities •Policy on public company board service •Regular Board and Committee refreshment •Code of Ethics & Business Conduct with an annual certification requirement •Mandatory retirement age of 75 for all Directors •Annual Board and Committee performance assessments, including a third-party Board, Committee and Board member assessment provided by a leading third-party advisor in 2023 •Dodd Frank Act Restatement Clawback Policy requiring recoupment of compensation in the event of an accounting restatement •Compensation Recoupment Policy allowing further discretionary recoupment of compensation •Stock ownership guidelines for Executives and Directors •Pay-for-performance compensation policies |

  50. Corporate Governance Highlights

    | 24 | DENTSPLY SIRONA INC. – Proxy Statement |

  51. The Board of Directors and its Committees

    The Board of Directors and its Committees Our Board is responsible for establishing broad corporate policies and for overseeing the overall management of the Company. In addition to considering various matters that require its approval, our Board provides advice and counsel to, and ultimately monitors the performance of, our senior executives. The following table provides information about the anticipated composition of the Board committees following the Annual Meeting.

  52. The Board of Directors and its Committees

    | Committees of the Board of Directors | Barber, Michael J. | Forbes, James D. | Gladden, Brian T. | Holden, Betsy D. | Hosein, Clyde R. | Lucier, Gregory T. | Mazelsky, Jonathan J. | McKeon, Brian P. | Varon, Leslie F. | Vergis, Janet S. | Zurbay, Donald J. | | Audit and Finance Committee | | | ● | | ● | | | ● | C | | ● | | Corporate Governance and Nominating Committee | | | | C | | ● | ● | | ● | | | | Compensation & Human Capital Committee | | ● | | ● | | | C | | | ● | | | Science and Technology Committee | ● | | | | ● | | | ● | | C | |

  53. The Board of Directors and its Committees

    Our Board currently has four standing committees, the Audit and Finance Committee, the Corporate Governance and Nominating Committee, the Compensation & Human Capital Committee, and the Science and Technology Committee. Each committee has a written charter reviewed at least annually to reflect the activities of each of the respective committees, changes in applicable law or other relevant considerations, with any changes approved by the full Board. Each of these committees is composed entirely of directors deemed to be, in the judgment of our Board, independent in accordance with the listing standards of The Nasdaq Global Select Market. Our Board met for 6 regular meetings and 2 special meetings in 2025. Each incumbent director attended at least 75% of the total number of meetings of the Board and the Board committees of which he or she was a member in 2025 (during the time of which he or she was a director or served as a member). While we do not have a formal policy requiring members of the Board to attend the Annual Meeting of Stockholders, we encourage all directors to attend the virtual meeting, and all of our directors in office attended the last Annual Meeting of Stockholders.

  54. The Board of Directors and its Committees

    | DENTSPLY SIRONA INC. – Proxy Statement | 25 |

  55. The Board of Directors and its Committees

    The following table lists the members, primary functions, and number of meetings held with respect to each committee. Dr. Dorothea Wenzel resigned from the Board effective February 5, 2025, Mr. Barber and Mr. Scavilla each joined the Board on February 5, 2025, Mr. Zurbay joined the Board on January 10, 2026 and Mr. Forbes and Mr. McKeon each joined the Board on February 27, 2026.

  56. The Board of Directors and its Committees

    | Members | Primary Functions | Regular Meetings in 2025 | Special Meetings in 2025 | | Audit and Finance Committee Leslie F. Varon (Chair)(1) Brian T. Gladden(1) Clyde R. Hosein(1) Brian P. McKeon(1)(2) Daniel T. Scavilla(1)(3) Dorothea Wenzel(1)(4) Donald J. Zurbay(1)(5) | •Selecting, reviewing, and retaining the independent registered public accounting firm and setting that firm’s compensation •Pre-approving all auditing and permitted non-audit services by the independent registered public accounting firm •Managing and overseeing the Company’s financial reporting, including annual and quarterly financial statements and earnings releases, significant financial reporting issues and judgments, and any major issues regarding the adequacy of internal controls, and discussing such matters with the Company’s management, internal audit and independent accountants •Monitoring, overseeing and assessing risk to the Company, its stockholders, and its stakeholders with respect to cyber-attacks and data privacy matters •Assessing and discussing with management the Company’s major enterprise risk exposures and the steps that have been taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies, systems and processes | 7 | 0 | | Compensation & Human Capital Committee Jonathan J. Mazelsky (Chair)(6) Willie A. Deese James D. Forbes(7) Betsy D. Holden Janet S. Vergis | •Evaluating and administering compensation levels for all senior executives of the Company •Reviewing and evaluating employee compensation generally and employee benefit plans •Overseeing and evaluating the risks associated with the Company’s compensation philosophy and programs •Reviewing the Company’s talent management and succession to help the Company hire, motivate, and retain the best employees •Overseeing, in coordination with the Corporate Governance and Nominating Committee, ESG matters with respect to human capital management and executive compensation, including by overseeing the development of metrics relating to ESG performance | 4 | 3 |

  57. The Board of Directors and its Committees

    | 26 | DENTSPLY SIRONA INC. – Proxy Statement |

  58. The Board of Directors and its Committees

    | Members | Primary Functions | Regular Meetings in 2025 | Special Meetings in 2025 | | Corporate Governance and Nominating Committee Betsy D. Holden (Chair) Willie A. Deese(8) Gregory T. Lucier Jonathan J. Mazelsky(9) Leslie F. Varon(9) | •Identifying and recommending individuals as nominees to serve on the Board •Reviewing and recommending director orientation and Board education programs •Reviewing and recommending Board policies and governance practices and appraising the performance of the Board and its individual members •Managing risks associated with the independence of the Board, potential conflicts of interest and overall corporate governance •Overseeing and coordinating the Company’s management of ESG matters, including identifying ESG trends and issues and overseeing the development of metrics related to ESG performance | 4 | 1 | | Science and Technology Committee Janet S. Vergis (Chair) Michael J. Barber(10) Clyde R. Hosein Jonathan J. Mazelsky(11) Brian P. McKeon(2) | •Assisting the Board in its oversight of the Company’s scientific and technological direction •Providing advice and feedback to the Board and senior management on scientific and technological matters affecting the Company •Periodically reviewing and examining the Company’s research and development activities, investments, portfolio and technological initiatives | 4 | 0 |

  59. The Board of Directors and its Committees

    (1)Each of Ms. Varon, Dr. Wenzel, Mr. Gladden, Mr. Hosein, Mr. McKeon, Mr. Scavilla and Mr. Zurbay has been determined by the Board, in its judgment, to be an audit committee financial expert, as defined under applicable SEC rules. (2)Mr. McKeon was appointed to the Board effective February 27, 2026, at which point he was appointed to the Audit and Finance Committee and the Science and Technology Committee. (3)Mr. Scavilla joined the Board on February 5, 2025, at which time he was appointed to the Audit and Finance Committee. He subsequently stopped serving on the Audit and Finance Committee when he was appointed President and Chief Executive Officer effective July 31, 2025. (4)Dr. Wenzel resigned from the Board effective February 5, 2025. (5)Mr. Zurbay was appointed to the Board effective January 10, 2026, at which point he was appointed to the Audit and Finance Committee. (6)Mr. Mazelsky was appointed as Chair of the Compensation & Human Capital Committee effective May 21, 2025. (7)Mr. Forbes was appointed to the Board effective February 27, 2026, at which point he was appointed to the Compensation & Human Capital Committee. (8)Mr. Deese stepped down from the Corporate Governance and Nominating Committee effective May 21, 2025. (9)Mr. Mazelsky and Ms. Varon were appointed to the Corporate Governance and Nominating Committee effective May 21, 2025. (10)Mr. Barber joined the Board on February 5, 2025, at which time he was appointed to the Science and Technology Committee. (11)Mr. Mazelsky stepped down as a member of the Science and Technology Committee effective May 21, 2025.

  60. The Board of Directors and its Committees

    | DENTSPLY SIRONA INC. – Proxy Statement | 27 |

  61. Directors’ Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Michael J. Barber(4) | 115,278 | 220,000 | — | 335,278 | | Willie A. Deese(5) | 105,000 | 220,000 | — | 325,000 | | James D. Forbes(6) | — | — | — | — | | Brian T. Gladden(7) | 100,000 | 220,000 | — | 320,000 | | Betsy D. Holden(8) | 115,000 | 220,000 | — | 335,000 | | Clyde R. Hosein(9) | 100,000 | 220,000 | — | 320,000 | | Gregory T. Lucier(10) | 175,000 | 370,000 | 50,000 | 595,000 | | Jonathan J. Mazelsky(11) | 110,000 | 220,000 | — | 330,000 | | Brian P. McKeon(12) | — | — | — | — | | Leslie F. Varon(13) | 125,000 | 220,000 | — | 345,000 | | Janet S. Vergis(14) | 115,000 | 220,000 | — | 335,000 | | Donald J. Zurbay(15) | — | — | — | — |

  62. 2025 Executive Transitions and Resulting Actions

    On October 3, 2025, the Board announced that Mr. Rosenzweig would no longer serve as Executive Vice President, Corporate Development, General Counsel and Secretary of the Company, effective October 3, 2025, and would transition to a non-executive employee through March 4, 2026. In connection with the transition, which was a qualifying involuntary termination without cause, Mr. Rosenzweig became entitled to the payments and benefits provided under his transition, separation and release of claims agreement, the Severance Plan and his applicable equity award agreements, as detailed below under "Estimated Payments Payable to a NEO Upon Termination or Change in Control." On November 6, 2025, the Board announced that Mr. Garth would no longer serve as the Executive Vice President and Chief Financial Officer of the Company effective November 5, 2025. In connection with his separation, which was a qualifying involuntary termination without cause, Mr. Garth received a negotiated settlement amount, as detailed below under "Estimated Payments Payable to a NEO Upon Termination or Change in Control."

  63. Summary of 2025 Compensation Actions

    | COMPENSATION COMPONENTS | | | | Component | Link to Business and Talent Strategies | 2025 Compensation Actions | | Base Annual Salary | •Attract and retain quality management. •Provide executives with a predictable level of income in a competitive marketplace. •Recognize executive’s level of responsibility and experience in position. | •Following a market survey, Mr. Johnson received a 3.5% base salary increase, Ms. Frohning received a 3% base salary increase and Mr. Rosenzweig received a 4% base salary increase effective June 29, 2025 to better reflect market compensation for their roles. Mr. Campion did not receive a merit increase in 2025. | | Annual Incentive Plan | •Cash award based on levels of achievement of pre-determined annual financial objectives. •Motivate and reward performance relative to annual objectives and priorities that are linked to long-term success of the Company. •Competitive with the market to attract and retain executive management. •Based on performance of the Company to align with stockholder interest. | •Organic net sales (50%) and adjusted EBITDA margin percentage (50%) were chosen by the Compensation & Human Capital Committee as the financial metrics for baseline funding level of the 2025 Annual Incentive Plan (“AIP”) in order to reflect topline focus, balanced with an emphasis on restructuring and expense reduction. •In determining the payout results in February 2026, the Compensation & Human Capital Committee reviewed the Company’s financial performance for 2025. Following such review, they approved the funding of the 2025 AIP at a baseline level of 66%. The Committee then reviewed the individual performance of the Chief Executive Officer and approved a payout at the funding level of 75% of his pro-rated target, in accordance with his employment agreement. Finally, consistent with the terms of the 2025 AIP, the Chief Executive Officer and the Compensation & Human Capital Committee reviewed the individual performance of the other NEOs, who each received payouts at 66%, other than Mr. Denti who received a payout at 100% of his pro-rated target, in accordance with his offer letter. |

  64. Summary of 2025 Compensation Actions

    | COMPENSATION COMPONENTS | | | | Component | Link to Business and Talent Strategies | 2025 Compensation Actions | | Equity Incentive Compensation | •Equity incentive awards for NEOs, consisting of: ◦performance based-vesting restricted stock units (PRSUs), weighted 50% for Messrs. Scavilla, Campion and Garth; and 30% for Messrs. Johnson and Rosenzweig and Ms. Frohning; ◦time based-vesting restricted stock units, weighted 25% for Mr. Garth; and 20% for Messrs. Johnson and Rosenzweig and Ms. Frohning; and ◦time based-vesting stock options, weighted 50% for Messrs. Scavilla, Campion, Johnson and Rosenzweig and Ms. Frohning; and 25% for Mr. Garth. ◦Reward for improving and sustaining long term performance. ◦Align directly with stockholders’ interest. ◦Enhancement of long-term stockholder value. •Mr. Denti did not receive any equity incentive awards in 2025. | •The 2025 performance based-vesting restricted stock units (the “2025 PRSUs”) incorporate 3-year adjusted EPS and organic net sales as the core financial metrics, together with a 3-year relative total shareholder return metric (excluding Mr. Scavilla). •Cliff vesting of the 2025 PRSUs after three years dependent upon achievement of pre-established financial growth targets, measured cumulatively over the three-year performance period. •The 2025 time based-vesting restricted stock units vest over three years—one-third on each of the first three anniversaries following grant. •The 2025 time based-vesting stock option grants vest and become exercisable over three years—one-third on each of the first three anniversaries following grant. |

  65. Pay for Performance

    | ■ Base Salary | ■ Annual Incentive | ■ Equity |

  66. Pay for Performance

    | ■ Base Salary | ■ Annual Incentive | ■ Equity |

  67. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives The Compensation & Human Capital Committee’s compensation philosophy, when determining NEO compensation at the beginning of 2025, was to provide a compensation package designed to generally satisfy and balance the following principal objectives: •to align executive compensation with corporate performance and stockholder interests. This is accomplished by having programs that reward performance that is directly linked to achievement of the Company’s business plans, financial objectives and strategic goals, as well as increases in the Company’s stock price; •to tie components of executives’ compensation to the Company’s performance by providing incentives and rewarding individual, team and collective performance, such as through the execution of actions that contribute to the achievement of the Company’s strategies and goals, including accomplishments within assigned functional areas and successfully manage their respective organizations; •to both attract and retain executives and key contributors with a fair representation of diverse talent who have the skills, capabilities and experience necessary for the Company to achieve its business objectives. This requires that the Company’s compensation programs be competitive with market compensation practices, and that we maintain flexibility in order to respond to the changing needs of our business; •to ensure pay parity; •to balance risk and reward to motivate and incentivize business performance without encouraging inappropriate risk taking; •targeting total direct compensation at the 50th percentile of compensation paid by the Company’s peers for comparable executive roles; and •during periods of volatility, macroeconomic headwinds or other unforeseen circumstances, consider program changes that promote retention, attract talent and motivate workforce as needed. The Compensation & Human Capital Committee believes that the compensation opportunities offered to the Company’s executive officers should be competitive with the market, actual compensation should be aligned with the performance of the Company on both a short-term and long-term basis, consider individual performance of the executive, and assist the Company in attracting and retaining key executives critical to the Company’s long-term success. The Company’s executive compensation program balanced a level of fixed compensation with incentive compensation, that varied with the performance of the Company and the performance of the individual executive’s areas of responsibility. The Company’s base pay and benefit programs for executives provided fixed compensation that was competitive with the market for companies of similar size and scope. The annual incentive compensation plan rewarded performance measured against goals and standards established by the Compensation & Human Capital Committee, with specific focus on the accomplishment of annual financial objectives related to organic net sales growth and adjusted EBITDA margin percentage. The long-term equity incentive compensation awards were designed to encourage executives to increase stockholder value by focusing on growth in earnings, organic sales growth and total shareholder return relative to S&P 400 & 500 Healthcare Equipment and Supplies companies. Other objectives of the total compensation program are to provide the ability for executives to earn shares of Company stock, in order to align executive interests with those of the stockholders; a competitive level of retirement income; and, in the event of certain circumstances, such as termination of employment in connection with a change-in-control of the Company, special severance protection to help ensure executive retention during such a process and to ensure executive focus on serving the Company and stockholder interests without the distraction of possible job and income loss.

  68. Compensation Governance Best Practices

    | WHAT WE DO | WHAT WE DON’T DO | | •Rigorous Goal Setting. Rigorous goal setting aligned to our externally disclosed annual and multi-year financial targets •Stock Ownership. Impose stock ownership and holding criteria that require that each NEO must own a multiple of his or her annual base salary in our common stock, and not sell shares vested from RSUs and PRSUs (net of tax) until the NEO’s stock ownership requirements have been met •Monitor Risks. Closely monitor risks associated with our compensation program and individual compensation decisions to ensure they do not encourage excessive risk taking •Independent Compensation Consultant. Retain an independent compensation consultant to assess the market for the determination of our executive compensation elements and targets on an annual and ongoing basis •Stockholder Engagement. Engage stockholders by seeking feedback on compensation of NEOs, including consideration of the annual non-binding advisory vote on the Company’s executive compensation •Compensation Recoupment Policies. Compensation recoupment policies that require recoupment of compensation in specific situations including a restatement of the Company’s financial statements and allow further discretionary recoupment of compensation in certain circumstances, including material financial, operational or reputational harm to the Company caused by an executive officer’s breach of law or the Company’s policies or his or her failure, in violation of his or her duties, to manage or monitor conduct or risks •Restrictive Covenants. Restrictive covenants in executive employment agreements | •No tax gross-ups, including no excise tax “gross-ups” upon change in control •No discounting, reloading or re-pricing of stock options without stockholder approval •No “single-trigger” accelerated vesting of equity-based awards upon change in control •No multi-year guaranteed incentive awards for senior executives •No director or employee hedging or pledging of Company securities permitted •No excessive perquisites •No payout of dividends or equivalents on unvested RSUs or PRSUs until the vesting of such equity •No “liberal share recycling” with respect to options or SARs |

  69. Review of Pay Relative to Peer Groups

    Review of Pay Relative to Peer Groups In determining 2025 compensation opportunities, the Compensation & Human Capital Committee adopted a peer group of nineteen companies intended to be closely aligned with the size and nature of operations of the Company’s business (the “Peer Group”). The Peer Group is identified below (at the time, the median revenue approximated $3.8 billion; Dentsply Sirona revenue approximated $3.9 billion) and is the same peer group that was used in determining 2024 compensation opportunities:

  70. Review of Pay Relative to Peer Groups

    | Peer Group | | | | Align Technology, Inc. (ALGN) | ICU Medical, Inc. (ICUI) | Revvity (PKI) | | Avantor, Inc. (AVTR) | Illumina, Inc. (ILMN) | STERIS plc (STE) | | Enovis Corporation (ENOV) | Integra LifeSciences Holding Corporation (IART) | Teleflex Incorporated (TFX) | | Envista Holdings Corporation (NVST) | Mettler-Toledo International Inc. (MTD) | The Cooper Companies, Inc. (COO) | | Henry Schein, Inc. (HSIC) | Patterson Companies Inc. (PDCO) | West Pharmaceutical Services, Inc. (WST) | | Hologic, Inc. (HOLX) | QuidelOrtho Corporation (QDEL) | Zimmer Biomet Holdings Inc. (ZBH) | | | ResMed Inc. (RMD) | |

  71. Review of Pay Relative to Peer Groups

    The compensation levels for the NEOs were determined by considering the Peer Group and a selection of companies of similar size, industry and complexity, from a broad compensation survey provided by Aon Radford’s 2024 Global Technology Survey (the “Radford Survey Peer Group” and together with the Peer Group listed above, the “Peer Groups”). Data from the Peer Groups were considered by the Compensation & Human Capital Committee in evaluating the amount and proportions of base pay, annual incentive pay and long-term compensation, as well as the targeted total compensation value for the NEOs. The Compensation & Human Capital Committee requested, as they do annually, that Frederic W. Cook & Co., Inc. (the “Independent Compensation Consultant”) conduct a competitive analysis of target compensation, including base salary, target bonus and target annual equity value, versus (1) the Peer Group in the case of the CEO and the CFO, and (2) companies of similar size, scope and industry in broader market data surveys (including Aon Radford, Willis Towers Watson and the Independent Compensation Consultant's executive compensation survey) to assess the competitive position of each compensation component and the total for each member of the Company's management committee. The analysis by Independent Compensation Consultant reflected that, in general, the targeted total direct compensation (base salary, annual incentive targets and equity awards) of the Company’s executive officers was typically around the 50th percentile of the market, as reflected in the Peer Groups’ data. Each individual's position above or below market median is based on experience and performance over time. Actual payouts can be higher or lower than the expected percentile depending on company financial performance and individual performance.

  72. Review of Pay Relative to Peer Groups

    | DENTSPLY SIRONA INC. – Proxy Statement | 45 |

  73. Overview

    | | Pay Element | | | | | | | | | Base Salary | Annual Cash Incentive | | PRSU | RSU | Stock Options | | | Who Receives(1) | All NEOs | | | | | | ▶ | | When Granted | Annually | | | | | | ▶ | | Form of Delivery | Cash | | ▶ | Equity | | | ▶ | | Type of Performance | Short-term emphasis (fixed) | Short-term emphasis (variable) | | Long-term emphasis (variable) | | | | | Performance Period | 1 year | 1 year | | 3 years | 3 years (ratable annual vesting) | 3 years (ratable annual vesting) | | | How Payout Determined | Compensation & Human Capital Committee determination | Pre-established formula with strategic objective modifiers | | Pre-established formula and also based on stock price | Vested value depends on stock price at vesting dates multiplied by number of shares vesting | Stock price appreciation between grant and exercise | | | 2025 Performance Measures | Individual | Organic net sales (50%) and adjusted EBITDA margin percentage (50%) | | Adjusted EPS (60% weighting), Organic net sales (20% weighting), measured cumulatively over three-year period, and Relative TSR (20% weighting) measured over the three-year period, and cliff vesting after three years | — | — | |

  74. Determination of Annual Base Salaries

    Determination of Annual Base Salaries In establishing 2025 base salaries of the Company’s executives, the Compensation & Human Capital Committee strove to reflect the external market value of a particular role as well as the experience and qualifications that each incumbent executive brings to the role. The primary purpose of the Company’s base salaries is to pay a fair, market competitive predictable level of income in order to attract and retain key executives. Base salary adjustments generally are considered annually and are awarded based on individual performance, level of responsibilities, competitive data from review of the Peer Groups, employee retention efforts, annual salary budget guidelines and the Company’s overall compensation philosophies discussed above. Base salaries are targeted to the 50th percentile of the salaries paid by the Peer Groups for a comparable role in order to ensure that the Company is able to compete in the market for outstanding employees without unduly emphasizing fixed compensation, but may be higher or lower based on individual performance, experience, additional responsibilities and other factors. The starting point for the Compensation & Human Capital Committee in establishing 2025 base salaries and annual incentive awards at the beginning of 2025 was to review the salaries, target annual cash (at 100% achievement) and total direct compensation of the executive officers against these same compensation levels for comparable positions in the Peer Groups. Once the Compensation & Human Capital Committee established the appropriate range for base salaries, the Compensation & Human Capital Committee adjusted the base salary of the individual executive officer based on consideration of several factors, including individual performance, Company performance, the experience level of the executive, the nature and breadth of the executive’s responsibilities, and retention considerations. The approved annual base salaries for the NEOs are as follows:

  75. Determination of Annual Incentive Award Opportunities

    Determination of Annual Incentive Award Opportunities Rationale As discussed above under “Compensation Philosophy and Objectives,” the Compensation & Human Capital Committee believes in the importance of having a significant portion of an executive’s total annual cash compensation tied to the annual performance of the Company and its businesses. It was intended that this component of the total compensation opportunity be competitive with the market, while also rewarding executives with above-market pay for exceptional performance and paying below market for performance that fails to meet the objectives established by the Compensation & Human Capital Committee. The Compensation & Human Capital Committee believes that employees in higher level positions should have a higher proportion of their total compensation delivered through pay-for-performance cash incentives in order for their total annual compensation to be more significantly correlated, both upward and downward, to the Company’s performance. The Compensation & Human Capital Committee believes this approach helps to align the compensation and objectives of the executives with the Company and its stockholders. Process The Compensation & Human Capital Committee annually reviews and establishes compensation threshold, target and maximum performance and payout levels for annual incentive opportunities applicable for the performance year. These levels generally are established at the beginning of the performance year in connection with the approval of the Company’s budget for such year. In 2025, the targets were again reviewed. In establishing the target payouts, the Compensation & Human Capital Committee evaluated the compensation levels in the Peer Groups. The Compensation & Human Capital Committee established performance targets for the executive officers, which if achieved at the 100% level, would result in annual incentive payouts that, in combination with base salary, would be competitive in the 50th percentile range of the total annual cash compensation of comparable positions in the Peer Groups. If the Company exceeds the targets established by the Compensation & Human Capital Committee, the executives are rewarded with higher annual incentive payouts and if the Company falls below the targets, the executives’ bonuses are reduced below the 100% target level, including possibly to zero. The general principle in setting targets and measuring performance is that management is responsible and accountable for achieving the annual financial results and strategic priorities of the Company. Upon determining achievement of the annual incentive payouts that result in the baseline funding of the 2025 AIP, the Compensation & Human Capital Committee then reviews management’s recommendations and then further reviews the Company’s performance and may exercise its discretion to adjust the funding level for the AIP payout amounts for the year. The Compensation & Human Capital Committee then proceeds to review the individual performance of the Chief Executive Officer and approves an AIP payout for the Chief Executive Officer. Finally, consistent with the terms of the 2025 AIP, the Chief Executive Officer and the Compensation & Human Capital Committee review individual performance of the other NEOs and approve the payout level for the other NEOs.

  76. Determination of Annual Incentive Award Opportunities

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  77. 2025 Annual Incentive Targets

    2025 Annual Incentive Targets Consistent with the principles outlined above, the annual incentive targets for the NEOs for the 2025 AIP (as further described below) that were set for 2025 ranged from 70% to 135% of base salary depending on the executive’s position, as set forth below.

  78. 2025 Annual Incentive Targets

    | Named Executive Officer | Target Annual Incentive Payout as Percent of Salary (%) | | Daniel T. Scavilla | 135 | | Simon D. Campion(1) | 125 | | Matthew E. Garth(2) | 85 | | Robert (Tony) A. Johnson | 70 | | Andrea L. Frohning | 70 | | Aldo M. Denti | 85 | | Richard C. Rosenzweig(3) | 75 |

  79. 2025 Annual Incentive Targets

    (1)Mr. Campion left the Company effective July 31, 2025. (2)Mr. Garth left the Company effective November 5, 2025. (3)Mr. Rosenzweig ceased to serve as an executive officer of the Company effective October 3, 2025.

  80. 2025 Annual Incentive Performance Measures

    2025 Annual Incentive Performance Measures The 2025 AIP provided for potential cash incentive payments based on achievement of performance criteria during fiscal year 2025. As approved in, the Compensation & Human Capital Committee established thresholds, targets and maximums for funding of 2025 AIP based on organic net sales, which was weighted at 50%, and adjusted EBITDA margin percentage, which was weighted at 50%, with minimum specified thresholds required for the baseline funding of the plan, in addition to adjustments for occurrences that are generally beyond management control, including extraordinary and unusual events resulting in a significant business model change. Financial Objective and Baseline Funding Mechanism/Determination The Compensation & Human Capital Committee approved threshold, target, and maximum performance goals for the 2025 AIP in February 2025, with performance criteria ranging from 50% to 200% of the target payout, depending on the achievement of such criteria. A target range was used, rather than a specific goal, to address challenges associated with setting performance goals with precision and to avoid unintended windfalls and shortfalls in actual payouts to the NEOs. The following table sets forth the organic net sales threshold, target range and maximum goals.

  81. 2025 Annual Incentive Performance Measures

    | | Organic Net Sales(1) ($) | | % of Target (%) | Funding Level (%) | | Threshold | | 3,516 million | 95 | 50 | | Target | | 3,701-3,793 million | 100 | 100 | | Maximum | | 3,907 million | 103 | 200 | | Organic Net Sales Result | | 3,632 million | 98 | 81 |

  82. 2025 Annual Incentive Performance Measures

    (1)As required by the terms and conditions of the 2025 AIP, Organic Net Sales was adjusted for extraordinary and unusual events related to significant business model changes. Organic net sales is a Non-GAAP financial measure which excludes certain items. Please see Appendix B – “Organic Net Sales” for a reconciliation of Organic Net Sales to the corresponding GAAP information.

  83. 2025 Annual Incentive Performance Measures

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  84. 2025 Annual Incentive Performance Measures

    The following table sets forth the adjusted EBITDA margin percentage threshold, target and maximum goals:

  85. 2025 Annual Incentive Performance Measures

    | | Adjusted EBITDA Margin Percentage(1) (%) | % of Target (%) | Funding Level (%) | | Threshold | 18.3 | 88 | 50 | | Target | 20.8 | 100 | 100 | | Maximum | 23.3 | 112 | 200 | | Adjusted EBITDA Result | 18.3 | 88 | 50 |

  86. 2025 Annual Incentive Performance Measures

    (1)As required by the terms and conditions of the 2025 AIP, Adjusted EBITDA Margin Percentage was adjusted for extraordinary and unusual events related to significant business model changes. Adjusted EBITDA Margin Percentage is a Non-GAAP financial measure. Please see Appendix B – “Adjusted EBITDA Margin Percentage” for a reconciliation of Adjusted EBITDA Margin to the corresponding GAAP information. The above targets were set with the assumption of continued internal and external challenges, including foreign exchange headwinds, risks of global recession, inflationary challenges, and ongoing supply chain constraints. The 2025 organic net sales target was lower than the corresponding 2024 target as a result of the Company's voluntary suspension of sales and marketing of its Byte aligner systems and impression kits. The following table sets forth the final payout results:

  87. 2025 Annual Incentive Performance Measures

    | Performance Metric | Target (100%) | | Final Metric Result | | % of Target | | Funding Level | | Target Weighting | | Weighted Result | | | Organic Net Sales | $ | 3,701-3,793 million | $ | 3,632 million | | 98% | | 81% | | 50% | | 41% | | Adjusted EBITDA | | 20.8% | | 18.3% | | 88% | | 50% | | 50% | | 25% | | | | | | | | | | | | Total Payout | | 66% |

  88. 2025 Annual Incentive Performance Measures

    2025 AIP Payout Calculations In determining the payout results in February 2026, the Compensation & Human Capital Committee reviewed the Company’s financial performance for 2025 along with pre-approved adjustments. The pre-approved adjustments included extraordinary and unusual events/significant business model changes, which for 2025 included specific items such as acceleration of product launches and R&D initiatives along with cancellation or pullbacks on spending for certain planned external and internal company events all of which were intended to support the turnaround of the business and amounted to a fundamental change to our business model. Following such review, the Compensation & Human Capital Committee approved the funding of the 2025 AIP at a baseline level of 66%.

  89. 2025 Annual Incentive Performance Measures

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  90. 2025 Annual Incentive Performance Measures

    The Compensation & Human Capital Committee then proceeded to review the individual performance of the CEO and approved a payout at the baseline funding level. Finally, consistent with the terms of the 2025 AIP, the CEO and the Compensation & Human Capital Committee reviewed individual performance of the other NEOs and approved a payout level of 66%. As a result, the following actual payouts were made.

  91. 2025 Annual Incentive Performance Measures

    | Named Executive Officer | AIP Target $ ($) | | Funding and Payout Level (%) | Actual Payout Amount ($) | | Payout as % of Base Salary (%) | | Daniel T. Scavilla(1) | | 582,867 | 75 | | 437,150 | 42.4 | | Simon D. Campion(2) | | 747,808 | 66 | | 493,553 | 47.9 | | Matthew E. Garth(3) | | — | — | | — | — | | Robert (Tony) A. Johnson | | 407,444 | 66 | | 268,913 | 46.2 | | Andrea L. Frohning | | 341,610 | 66 | | 225,462 | 46.2 | | Aldo M. Denti(4) | | 160,056 | 100 | | 160,056 | 20.3 | | Richard C. Rosenzweig(5) | | 454,740 | 66 | | 300,128 | 49.5 |

  92. 2025 Annual Incentive Performance Measures

    (1)Mr. Scavilla's funding level was 75% of his pro-rated target, pursuant to the terms of his employment agreement. (2)Mr. Campion left the Company effective July 31, 2025 and was entitled to a prorated payment as part of his contractual severance payment. (3)Mr. Garth left the Company effective November 5, 2025, and did not receive any payment under the 2025 AIP. (4)Mr. Denti’s funding payout level was 100% of his pro-rated target, pursuant to the terms of his offer letter. (5)Mr. Rosenzweig ceased to serve as an executive officer of the Company effective October 3, 2025 and remained eligible to receive a 2025 annual bonus based on actual performance, consistent with his separation agreement.

  93. Determination of Annual Equity Incentive Compensation

    Determination of Annual Equity Incentive Compensation The third principal component of the 2025 annual total compensation for the Company’s executives was the award of equity incentives designed to reward long-term performance. Our annual long-term incentive program for all NEOs is comprised of three components in 2025: •Performance-based restricted stock unit (“PRSU”) awards based on accomplishment of specific three-year performance objectives; •Stock option awards designed to reward stock price growth; and •Time-based restricted stock unit (“RSU”) awards designed to incentivize alignment with stockholders’ interests. The Compensation & Human Capital Committee believes that equity incentive compensation serves an essential purpose in: (i) attracting and retaining senior executives, (ii) providing them with long-term incentives to maximize stockholder value, (iii) aligning the interests of the executive officers with those of our stockholders, and (iv) incentivizing the ongoing efforts required by the executive team to achieve the successful execution of the strategic plan and the restructuring of the Company and to further link the compensation of executives to the value created for stockholders. A strong performance-based link is created between stockholder value and executive pay through (i) the long-term performance objectives and stock price performance of the PRSUs, (ii) the fact that stock options gain value to the executive only when and to the extent that share price exceeds the exercise price of the option, and (iii) RSUs gain and lose value in the same way and extent as experienced by the stockholders.

  94. Equity Award Grant Practices

    Equity Award Grant Practices Long-term incentive awards for executive officers generally are made annually, as part of the total remuneration approach to executive compensation. Each NEO’s annual awards were made in March 2025 and each such award was made pursuant to the 2024 Plan.

  95. Equity Award Grant Practices

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  96. Equity Award Grant Practices

    We do not grant stock options or similar equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition, we do not grant stock options or similar equity awards during periods in which there is material nonpublic information about our Company, including (i) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy which was filed as an exhibit in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Company's equity awards are typically approved at the Board meeting in February each year (in 2025, the grant was made in March), with a grant date that is generally two business days after the Company's next report of quarterly or annual financial results following such approval. Any grants for newly hired executive officers that are approved by the Compensation & Human Capital Committee generally occur on the executive officer's employment date, if such date falls within the Company's open trading window, or, if such date is not during the Company's open trading window, two business days after the Company's report of quarterly or annual financial results. The Compensation & Human Capital Committee may also occasionally grant equity-based awards at other times to recognize, retain, or recruit executive officers.

  97. Annual Equity Award Guidelines and Grant Allocations

    Annual Equity Award Guidelines and Grant Allocations Guidelines for the size and type of awards were developed based upon, among other factors, the review of the Peer Groups’ data, input from the Independent Compensation Consultant, shares available for grant under the Company’s equity incentive plans, the executive’s position in the Company, his or her contributions to the Company’s objectives, and total direct compensation, as compared to the Peer Groups. Equity awards comprised a larger portion of the NEOs’ compensation than any other component of the executive’s annual total compensation to more closely align their compensation and interests with the interests of stockholders. The Compensation & Human Capital Committee also took into consideration the Company’s performance against its business and financial objectives and its strategic plan, individual performance, as well as the allocation of overall share usage under the Company’s equity incentive plans. Annual equity grants to all NEOs made in 2025 were allocated, assuming annualized expected value of total equity incentive compensation at target performance attainment, as follows: The splits for the equity awards of the NEOs between stock options, RSUs, and PRSUs were based both on comparisons to the market and the overall risk/reward tradeoff. With respect to the CEO equity award mix, RSUs were excluded to enhance the performance orientation of the program (i.e., only stock options and PRSUs were granted to the CEO). As the Peer Groups’ data varies somewhat by position, the Compensation & Human Capital Committee generally targeted the equity incentive compensation at or near the median of the Peer Groups at target performance, with an opportunity for incentive compensation to exceed the median if performance is above target.

  98. Annual Equity Award Guidelines and Grant Allocations

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  99. Annual Equity Compensation

    Annual Equity Compensation PRSUs Annual PRSUs awarded in 2025 generally represented 30% of target total annual equity value for the NEOs and will result in the issuance of actual shares of Dentsply Sirona common stock provided the Company achieves cumulative financial targets over the three-year performance period between 2025-2027. For Mr. Campion and Mr. Garth, however, PRSUs represented 50% of target total annual equity value. For Mr. Scavilla, PRSUs also represented 50% of target total annual equity value, but the performance metrics differed from those applicable to the other 2025 PRSU awards, with payout based on Adjusted EPS and Organic Sales Growth, each weighted 50%, based on heightened focus on meeting committed internal stretch goals for growth and earnings. Mr. Denti did not receive any PRSUs in 2025 due to his date of hire. For all other NEOs, the number of shares issued with respect to the PRSUs will be linked to the Company’s performance as measured by Adjusted EPS (60% weighting), Organic Sales Growth (20% weighting), and Total Shareholder Return (“TSR”) relative to the S&P 400 & 500 Healthcare Equipment and Supplies index (20% weighting). Note that the metric weighting changed from 2024 as a result of increased focus on earnings. The payout for the relative TSR component is capped at target in the event of negative absolute TSR (i.e., the TSR component cannot pay above 100% if the Company's absolute TSR is negative over the performance period). These performance criteria were selected because they align with Dentsply Sirona’s financial objectives communicated to stockholders, and the Compensation & Human Capital Committee believes that they are important drivers of long-term stockholder value. Excluding shares issued pursuant to dividend equivalent rights, the number of shares delivered at the end of the three-year performance period, ending December 31, 2027, may be anywhere from 0% to 200% of the target number of shares awarded, depending on the performance of the Company during the performance period. However, an executive may forfeit all or a portion of such shares if he or she does not remain employed by the Company throughout the three-year performance period. The actual number of shares awarded is calculated by interpolating the actual performance between the various target levels on a straight-line basis. PRSUs were granted with dividend equivalent rights subject to the same conditions and vesting periods as the PRSUs. Further details regarding PRSU grants to the 2025 NEOs are provided below under “Executive Compensation Tables – 2025 Grants of Plan-Based Awards.” 2025-2027 Performance Restricted Stock Units The SEC rules provide that the Company does not have to disclose confidential financial information if doing so would result in competitive harm to the Company. The specified cumulative Adjusted EPS and Organic Sales targets for 2025-2027 are maintained by the Company as confidential and proprietary information and, therefore, the Compensation & Human Capital Committee believes that disclosure of such information prior to completion of the performance period would result in competitive harm to the Company. The following table sets forth the Company’s TSR performance and payout range for 2025 grants, which has a metric weight of 20%, measured over the period of January 1, 2025 to December 31, 2027, relative to the TSR of the S&P 400 & 500 Healthcare Equipment and Supplies companies:

  100. Annual Equity Compensation

    | TSR(1)(2) | Threshold | | Target | | Maximum | | | Percentile | | 25th | | 50th | | 75th | | Payout | | 50% | | 100% | | 200% |

  101. Annual Equity Compensation

    (1)Company's TSR performance and payout range for 2025 TSR grants is defined to include stock price appreciation and dividends paid over the relevant period. (2)Measurement period of January 1, 2025 to December 31, 2027.

  102. Annual Equity Compensation

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  103. Annual Equity Compensation

    2023-2025 Performance Restricted Stock Units The following table sets forth the Adjusted EPS, Organic Sales and Total Shareholder Return metrics in the 2023 PRSUs and the final payout results:

  104. Annual Equity Compensation

    | 2023-2025 Performance Restricted Stock Units | | | | | | | | | | | | | | | Performance Metric | Year | Metric Weight | Year Weight | Threshold (50%) | | Target (100%) | | Maximum (200%) | | Result | | Achievement % | Weighted Result | | Adjusted EPS | 2023 | 40% | 50% | $ | 1.73 | $ | 1.94 | $ | 2.15 | $ | 1.85 | 78.6% | 15.7% | | Adjusted EPS | 2024 | 40% | 30% | $ | 1.94 | $ | 2.03 | $ | 2.12 | $ | 2.00 | 83.3% | 10.0% | | Adjusted EPS | 2025 | 40% | 20% | $ | 2.17 | $ | 2.27 | $ | 2.37 | $ | 1.37 | 0% | 0% | | | | | | | | | | | | Weighted EPS Result | | | 25.7% | | Performance Metric | Year | Metric Weight | Year Weight | Threshold (50%) | | Target (100%) | | Maximum (200%) | | Result | | Achievement % | Weighted Result | | Organic Sales | 2023 | 40% | 50% | $ | 3,838 | $ | 3,955 | $ | 4,120 | $ | 4,010 | 133.3% | 26.7% | | Organic Sales | 2024 | 40% | 30% | $ | 3,753 | $ | 3,867 | $ | 4,018 | $ | 3,696 | 0% | 0% | | Organic Sales | 2025 | 40% | 20% | $ | 3,678 | $ | 3,788 | $ | 3,934 | $ | 3,573 | 0% | 0% | | | | | | | | | | Weighted Organic Sales Result | | | | | 26.7% | | Performance Metric | Year | Metric Weight | Year Weight | Threshold (50%) | | Target (100%) | | Maximum (200%) | | Result | | Achievement % | Weighted Result | | Total Shareholder Return | 2023 to 2025 | 20% | 100% | | 25th | | 50th | | 75th | 2nd%ile | | 0% | 0% | | | | | | | | | | Total Payout | | | | | 52.4% |

  105. Annual Equity Compensation

    Adjusted EPS and Organic Sales are non-GAAP financial measures that exclude certain items. Please see Appendix B – “Adjusted EPS” and “Organic Sales” for a reconciliation of Adjusted EPS and Organic Sales to the corresponding GAAP information. The 2023-2025 grant was the final PRSU grant issued by the Company with three separate, weighted annual performance periods whereby the predetermined EPS targets for 2024 and 2025 would be 10% and 12%, respectively, above the prior year actual (excluding the impact of the Company's voluntary suspension of sale and marketing of its Byte aligner systems and impression kits), and the predetermined Organic Sales targets for 2024 and 2025 would be 2.2% and 3.4%, respectively, above the prior year actuals, noting the 2023 actual adjusted for Byte is $3,784,000. Therefore, the 2024 and 2025 targets inherently focus on predetermined growth above prior year actual performance. In accordance with the terms and conditions of the DENTSPLY SIRONA Inc. 2016 Omnibus Incentive Plan, as amended (the “2016 Plan"), the Compensation & Human Capital Committee excluded the impact of regulatory restrictions on the Byte business model. The Byte exclusion resulted in an incremental value of $86,636 for Mr. Campion, $24,366 for Mr. Johnson, $22,490 for Ms. Frohning and $29,047 for Mr. Rosenzweig. Messrs. Scavilla, Garth and Denti do not hold 2023 PRSUs. Incremental values were calculated based on the Company’s closing stock price on the date of award distribution of $13.30. Options Stock options generally represented 50% of target total annual equity value for the NEOs, while for Mr. Garth, stock options represented 25% of target total annual equity value. Mr. Denti did not receive any stock options in 2025. Stock options were granted at the closing price on the day of grant and accordingly, will have value only if the market price of the Company’s common stock increases after the grant date. The 2025 stock option grants vest and become exercisable over three years—one-third on each of the first three anniversaries following the grant date—and are exercisable for a maximum of ten years from the grant date, subject to earlier expiration in the event of certain terminations of employment. The Company’s stock options are typically approved at the Board meeting in February each year (in 2025, the grant was made in March), with a grant date that is generally two business days after the Company’s report of financial results for the prior year. Any grants to newly hired executive officers approved by the Compensation & Human Capital Committee generally occur on the executive officer’s employment commencement date, if such date falls within the Company’s open trading window, or, if such date does not fall within the Company’s open trading window, two business days after the Company’s report of quarterly or annual financial results. Further details regarding option grants to the 2025 NEOs are provided below under “Executive Compensation Tables – 2025 Grants of Plan-Based Awards.”

  106. Annual Equity Compensation

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  107. Annual Equity Compensation

    RSUs RSUs awarded in 2025 vest over three years—one-third on each of the first three anniversaries following grant. RSUs generally represented 20% of target total annual equity value for the NEOs; however, for Mr. Garth, RSUs represented 25% of target total annual equity value, and Messrs. Campion, Scavilla and Denti did not receive any RSU awards in 2025 in their capacities as executive officers. RSUs were granted with dividend equivalent rights subject to the same conditions and vesting periods as the RSUs. Further details regarding RSU grants to the 2025 NEOs are provided below under “Executive Compensation Tables — 2025 Grants of Plan-Based Awards.” The following table sets forth the individual and target total values of annual equity awards for each NEO:

  108. Annual Equity Compensation

    | Named Executive Officer | PRSU Target Value ($) | | Stock Option Value ($) | | RSU Value ($) | | Total Target Value ($) | | | Daniel T. Scavilla(1) | | 3,200,005 | | 3,221,523 | | — | | 6,421,528 | | Simon D. Campion(2) | | 4,592,309 | | 4,371,687 | | — | | 8,963,996 | | Matthew E. Garth(3) | | 1,431,100 | | 676,116 | | 687,508 | | 2,794,724 | | Robert (Tony) A. Johnson(4) | | 857,234 | | 1,359,947 | | 560,002 | | 2,777,183 | | Andrea L. Frohning | | 489,850 | | 777,380 | | 320,008 | | 1,587,239 | | Aldo M. Denti(5) | | — | | — | | — | | — | | Richard C. Rosenzweig(6) | | 826,620 | | 1,311,618 | | 539,998 | | 2,678,237 |

  109. Annual Equity Compensation

    (1)Does not include equity awards Mr. Scavilla received as a director of the Company in 2025. (2)Mr. Campion left the Company effective July 31, 2025. (3)Mr. Garth left the Company effective November 5, 2025. (4)Does not include the 2025 retention award for Mr. Johnson as described below. (5)Mr. Denti did not receive any equity awards in 2025. (6)Mr. Rosenzweig ceased to serve as an executive officer of the Company effective October 3, 2025.

  110. Cash Signing Bonuses and One-Time Equity Awards

    Cash Signing Bonuses and One-Time Equity Awards The Board of Directors engaged in a comprehensive search process to identify the right leaders to help the Company deliver on its strategic and financial goals. Following the extensive search, the Board of Directors appointed Mr. Scavilla as President and Chief Executive Officer, effective August 1, 2025. Pursuant to his employment agreement, Mr. Scavilla received a cash signing bonus of $929,315 (representing a prorated make-whole amount of $1,600,000 for compensation forfeited upon his departure from his prior employer), a relocation bonus of $150,000 and a make-whole/inducement equity grant of 50% stock options with a grant date fair value of $3.2 million vesting ratably over three years and 50% PRSUs with a grant date fair value of $3.2 million vesting on the third anniversary of the grant date, subject to achievement of the applicable performance conditions. If Mr. Scavilla’s employment with the Company is terminated by the Company for Cause (as defined in his employment agreement) or he voluntarily terminates employment from the Company for any reason other than Good Reason (as defined in his employment agreement) within his first year of employment, the Company's Compensation & Human Capital Committee may require him to repay all or any portion of the cash signing bonus and/or the relocation bonus in its discretion. Similarly, following extensive search processes, Mr. Garth was appointed as the Company’s Executive Vice President, Chief Financial Officer, effective May 30, 2025 and received an equity grant comprised of 25% RSUs, 25% stock options and 50% PRSUs with a grant date fair value of $2.75 million. Additionally, Mr. Denti was appointed as the Company’s Executive Vice President, Chief Commercial Officer, effective October 6, 2025 and received a cash signing bonus of $2.3 million, of which $1.15 million was paid upon hire and the remaining amount was paid in March of 2026. This bonus was to replace the 2025 bonus opportunity forfeited from his prior employer as well as equity, which was set to vest within six months of his date of hire. If Mr. Denti voluntarily terminates employment with the Company within the first year of employment, the cash signing bonus is subject to full repayment.

  111. Cash Signing Bonuses and One-Time Equity Awards

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  112. 2025 Retention Equity Awards

    2025 Retention Equity Awards On November 7, 2025, Mr. Johnson received a grant of a one-time retention equity incentive award (which was approved by the Compensation & Human Capital Committee of the Board on September 19, 2025) to recognize the criticality of his role, reward his focused performance during a challenging leadership transition period, and proactively incentivize and encourage him to remain employed with the Company through the next three years. The grant date fair value of the retention award was $2 million to Mr. Johnson. To enhance the retentive effect of the award, while fostering alignment with long-term stock price performance, the retention equity grant was entirely in the form of stock options that cliff-vest on the third anniversary of the grant date; 50% were standard stock options and 50% were premium-priced options with an exercise price equal to 110% of the grant price. Subject to continued employment, the retention stock options will cliff-vest on the third anniversary of the grant date of November 7, 2028.

  113. Post-Termination Arrangements

    Post-Termination Arrangements Termination of Employment The Company has entered into employment agreements or offer letters with all of the 2025 NEOs, which include certain post-termination arrangements. The Compensation & Human Capital Committee determined that this is in the best interest of the Company in order to ensure executives focus on serving the Company and stockholder interests without the distraction of possible job and income loss. Details regarding the post-termination arrangements are set forth below under “Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control.” Additionally, in May 2022, the Compensation & Human Capital Committee adopted the Severance Plan, which was then subsequently amended in November 2022, October 2025 and February 2026. Effective February 2026, the Company separated the prior plan into a standard severance plan and a change-in-control severance plan. Unless otherwise indicated, the estimated payments described below assume the arrangements in effect on December 31, 2025. Details regarding the Severance Plan are set forth below under “Key Employee Severance Benefits Plan.” Details regarding potential payment adjustments in the event that payments or benefits to a NEO would be considered an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), are provided below under “Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control,” and under the heading “Certain Adjustments in Payments to Named Executive Officers.” Details regarding the estimated amounts that each NEO would receive in the event of a termination are set forth below under “Estimated Payments Payable to a NEO Upon Termination or Change in Control.” Termination following Change in Control The Compensation & Human Capital Committee believes that certain executive officers, including certain NEOs, who are terminated without “Cause” (as defined in the employment agreements, offer letters or the Severance Plan, as described below, as applicable) or elect to resign with “Good Reason” (as defined in the employment agreements or the Severance Plan, as described below, as applicable) within two years of a change in control (as defined in the employment agreements or the Severance Plan, as applicable) of the Company should be provided separation benefits. These benefits are intended to ensure that those executives focus on serving the Company and stockholders during the pendency of a potential change in control transaction or activity without the distraction of possible job and income loss. The Company’s change in control benefits were viewed as consistent with the practices of companies with whom the Company competes for talent, and are intended to assist in retaining executives and recruiting new executives to the Company. As of the close of a transaction that results in a change in control of the Company, in accordance with the Company’s equity incentive plans, all outstanding equity grants awarded as part of the Company’s equity incentive compensation program become available to executives – that is, restrictions on all outstanding restricted stock units lapse, any performance conditions imposed with respect to such awards are deemed to be achieved at the target level of performance, and all non-exercisable stock options become exercisable – in the event of a termination as described in the preceding paragraph, or in the event any outstanding award is not assumed or substituted in connection with the change in control. Details regarding arrangements in the event of termination following a change in control are set forth below under “Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control,” and under the heading “Estimated Payments Payable to a NEO Upon Termination or Change in Control.”

  114. Key Employee Severance Benefits Plan

    Key Employee Severance Benefits Plan In May 2022, the Compensation & Human Capital Committee, as part of its ongoing review of the Company’s executive compensation and retention program, approved the terms of the Severance Plan and the Board of Directors ratified such approval as it applies to the Chief Executive Officer. The Severance Plan provides for severance payments and benefits to certain eligible Employees (as defined in the Severance Plan) of the Company, including Mr. Scavilla, Mr. Campion, Mr. Garth, Mr. Johnson, Ms. Frohning, Mr. Denti and Mr. Rosenzweig and each of the Company’s other executive officers, in the event that the applicable Employee (A) resigns for “Good Reason” (which, as defined in the Severance Plan includes a voluntary resignation from the Company that is triggered following a material reduction in the Employee’s base salary, target annual cash bonus opportunity, a relocation of more than 50 miles from his/her principal place of work, and solely for the Company’s Chief Executive Officer, Chief Financial Officer and General Counsel, a material diminution in responsibility or, solely with respect to a change of control, the Company’s failure to obtain express assumption of the Severance Plan or a material reduction in target long-term incentive); or (B) is involuntarily terminated by the Company without “Cause” (which, as defined in the Severance Plan, includes committing an act of fraud or an act of malfeasance, recklessness or gross negligence against the Company, breaching a non-compete or non-solicitation agreement or being indicted for or convicted of a felony or crime involving moral turpitude) (each, a “Non-COC Qualified Termination”), with increased severance payments and benefits in connection with, or within two years following a “change of control” (as defined in the Severance Plan) (a “COC Qualified Termination,” and, together with a COC Qualified Termination and a Non-COC Qualified Termination, a “Qualified Termination”). Upon a Non-COC Qualified Termination, and subject to his or her satisfaction of the conditions to severance described below, the Chief Executive Officer would be entitled to receive severance pay equal to (A) 2.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination plus (B) a prorated annual bonus, if any, payable in the normal course with other executives based upon the actual achievement of performance targets for the fiscal year including the date of termination, plus (C) for any equity-compensation awards held pursuant to the 2016 Plan or the 2024 Plan, or any successor omnibus equity plan, if such awards provide for accelerated vesting in the event of termination without Cause, then such awards are also deemed to accelerate vesting in the event of a resignation with Good Reason. Upon a Non-COC Qualified Termination, all eligible Employees other than the Chief Executive Officer would be entitled to receive severance pay equal to (A) 1.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) a prorated annual bonus, if any, payable in the normal course with other executives based upon the actual achievement of performance targets for the fiscal year including the date of termination, plus (C) for any equity-compensation awards held pursuant to the 2016 Plan or the 2024 Plan, if such awards provide for accelerated vesting in the event of termination without Cause, then such awards are also deemed to accelerate vesting in the event of a resignation with Good Reason. Upon a COC Qualified Termination, and subject to his or her satisfaction of the conditions to severance described below, the Chief Executive Officer would be eligible to receive enhanced severance pay equal to (A) 3.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) a prorated amount of his or her target bonus for the fiscal year including the date of termination, plus (C) for any equity-compensation awards held pursuant to the 2016 Plan or the 2024 Plan, if such awards provide for accelerated vesting in the event of a “Change in Control” (as defined in the 2016 Plan or the 2024 Plan, as applicable), then “Good Reason” for purposes of accelerated vesting under the 2016 Plan or the 2024 Plan, respectively, shall instead be determined under the definition of Good Reason under the Severance Plan. Pursuant to his employment agreement, Mr. Campion would also be entitled to additional benefits upon a COC Qualified Termination as described below under “Payments Upon Termination and/or Change of Control – Payments Made Upon a COC-Qualified Termination.”

  115. Key Employee Severance Benefits Plan

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  116. Key Employee Severance Benefits Plan

    Upon a COC Qualified Termination, and subject to his or her satisfaction of the conditions to severance described below, all eligible Employees other than the Chief Executive Officer would be eligible to receive severance pay equal to (A) 2.0 times the sum of: (i) his or her annual base salary; (ii) his or her annual target bonus for the fiscal year including the date of termination; and (iii) 12 months of applicable monthly COBRA charges for continuation of medical, dental and vision insurances on a post-employment basis which are based on his or her active insurance coverage elections at the date of termination, plus (B) a prorated amount of his or her target bonus for the fiscal year including the date of termination, plus (C) for any equity-compensation awards held pursuant to the 2016 Plan or the 2024 Plan, if such awards provide for accelerated vesting in the event of a “Change in Control” (as defined in the 2016 Plan or the 2024 Plan, as applicable), then “Good Reason” for purposes of accelerated vesting under the 2016 Plan or the 2024 Plan, respectively, shall instead be determined under the definition of Good Reason under the Severance Plan. As a condition to an eligible Employee’s receipt of severance benefits under the Severance Plan with respect to a Qualified Termination, the Employee must execute and not revoke a General Release and Waiver of all claims against the Company and all its Affiliates (as defined in the Severance Plan). In October 2025, the Compensation & Human Capital Committee revised the Severance Plan to remove outdated references to the transition period involving the chief executive officer and chief financial officer, including references to an interim chief executive officer and interim chief financial officer, modify the amendment provision and to correct various other immaterial matters.

  117. Supplemental Executive Retirement Plan and Supplemental Savings Plan

    Supplemental Executive Retirement Plan and Supplemental Savings Plan The Company maintained a very limited number of benefit programs that were only available to the NEOs and other senior U.S. employees qualifying for eligibility based on level in the organization and time in their role. Such benefits include a Supplemental Executive Retirement Plan (the “SERP”) and the Supplemental Savings Plan (“SSP”). The purpose of the SERP is to provide additional retirement benefits for a limited group of management employees, including the NEOs, whom the Compensation & Human Capital Committee concluded were not receiving competitive retirement benefits. In February 2025, the Board of Directors amended the SERP to reduce the amount of the mandatory contribution to the SERP from 11.7% of total annual cash compensation (base salary and any annual incentive awards), reduced by Company contributions to the ESOP to 5.2% of total annual cash compensation (base salary and any annual incentive awards) plus excess contributions above the IRS 401(k) wage limit. This amendment was adopted in order to ensure that any discretionary profit sharing or matching contributions typically made during a plan year to the ESOP are not made to the SERP in the event the Company determines to reduce or not make corresponding contributions under the ESOP.

  118. Assessment of Risk

    Assessment of Risk We do not believe that our compensation program, including the executive compensation program, encourages excessive or inappropriate risk-taking. A significant portion of our executive compensation program is performance-based, and, while appropriate risk-taking is a necessary component of growing a business, the Compensation & Human Capital Committee and management have focused on aligning our compensation policies with our long-term interests and avoiding short-term rewards that could incentivize actions with undue long-term risks. Examples of such features of our compensation program include: •Emphasis on Long-Term Equity Incentive Compensation; Overlapping Vesting Periods. The largest percentage of total target direct compensation for our NEOs is provided through long-term equity incentive compensation, which vests over a period of years. This vesting period encourages our senior executives to focus on sustaining and enhancing our Company’s long-term performance. Long-term equity incentive awards are also made annually so that our senior executives always have unvested equity awards that could significantly decrease in value if our business is not appropriately managed for the long-term. •Performance-Based Restricted Stock Units. A significant portion of the long-term equity incentive compensation of our NEOs consists of PRSUs. PRSU payouts are tied to the achievement of certain performance measures, which encourages focus on sustaining our long-term performance. These awards also have overlapping performance periods, so that any risks taken to increase the payout under one award could jeopardize the potential payout under other awards. •Performance Measures. A significant portion of awards are made based on the achievement of a variety of balanced performance measures, including financial, strategic objectives and relative total shareholder returns measured over varying timeframes which diversifies the risks associated with any single indicator of performance. We believe these measures are affected by management decisions and correlate to the creation of stockholder value over the long-term. •Performance Goals. Tied to both annual and longer-term strategic plans that are approved by the Board of Directors. •Role of Compensation & Human Capital Committee. Members of the Compensation & Human Capital Committee approve the final payout of the annual incentive awards for our NEOs following a review of executive and Company performance. Final payout for the Chief Executive Officer is ratified by the Board. The Compensation & Human Capital Committee also reviews certain of the Company’s compensation and incentive plans available to employees other than our NEOs to, among other things, prevent unnecessary risk taking under such plans. •Stock Ownership Guidelines. Our stock ownership guidelines require our executive management to hold a certain amount of Company stock. This requirement ensures that they will have a significant amount of personal wealth tied to the long-term performance of our stock. In summary, we have structured our compensation program so that a considerable amount of the compensation paid to our senior executives is tied to the long-term health and performance of our Company. We seek to provide incentives for our senior executives to manage for long-term performance while safeguarding our stockholders from inappropriate incentive-based compensation payments in the event of financial restatement. We also seek to avoid the type of disproportionately large short-term incentives that could encourage senior executives to take risks that may not be in the best interests of our stockholders. We believe this combination of factors encourages our senior executives to manage our Company in a prudent manner.

  119. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by the NEOs for the fiscal year ended December 31, 2025:

  120. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Daniel T. Scavilla President and Chief Executive Officer | 2025 | 431,753 | 1,079,315 | 3,484,488 | 3,221,523 | 437,150 | 105,910 | 8,760,139 | | Simon D. Campion Former President and Chief Executive Officer | 2025 | 598,247 | — | 4,592,309 | 4,371,687 | 493,553 | 758,462 | 10,814,258 | | | 2024 | 1,023,115 | — | 5,033,011 | 1,630,478 | 767,350 | 229,998 | 8,683,952 | | | 2023 | 1,000,000 | — | 4,629,248 | 1,437,346 | 1,212,500 | 239,893 | 8,518,987 | | Matthew E. Garth Former Executive Vice President, Chief Financial Officer | 2025 | 350,685 | — | 2,118,608 | 676,116 | — | 648,949 | 3,794,358 | | Robert (Tony) A. Johnson Senior Vice President, Chief Supply Chain Officer | 2025 | 572,410 | — | 1,417,236 | 3,363,612 | 268,913 | 84,692 | 5,706,863 | | | 2024 | 558,621 | — | 1,003,518 | 324,503 | 258,087 | 83,432 | 2,228,161 | | | 2023 | 541,110 | 500,000 | 1,046,625 | 325,413 | 400,393 | 124,218 | 2,937,759 | | Andrea L. Frohning Senior Vice President, Chief Human Resources Officer | 2025 | 481,043 | — | 809,858 | 777,380 | 225,462 | 69,215 | 2,362,959 | | Aldo M. Denti Executive Vice President, Chief Commercial Officer | 2025 | 188,301 | 1,150,000 | — | — | 160,056 | 9,480 | 1,507,838 | | Richard C. Rosenzweig Former Executive Vice President, Corporate Development, General Counsel and Secretary | 2025 | 452,727 | — | 1,366,619 | 1,311,618 | 300,128 | 1,262,588 | 4,693,681 | | | 2024 | 575,426 | — | 1,196,500 | 387,214 | 260,601 | 86,610 | 2,506,351 | | | 2023 | 464,110 | 250,000 | 2,747,904 | 386,978 | 420,131 | 84,879 | 4,354,002 |

  121. Summary Compensation Table

    Amounts in the table above and throughout the Proxy Statement are based on actual values and therefore amounts may not exactly recalculate due to rounding. (1)Principal positions are the positions held at the end of 2025, with the exceptions of Mr. Campion, who left the Company as of July 31, 2025, Mr. Garth who left the Company as of November 5, 2025, and Mr. Rosenzweig who ceased to serve as Executive Vice President, Corporate Development, General Counsel and Secretary as of October 3, 2025. (2)Bonus amounts for Mr. Scavilla and Mr. Denti in 2025 are for one-time cash payments at the start of their roles as President and Chief Executive Officer, and Executive Vice President, Chief Commercial Officer, respectively. (3)Represents the aggregate grant date fair value for PRSUs at target and RSUs granted in each respective year as computed in accordance with FASB ASC Topic 718. Amounts for Mr. Scavilla include the grant date fair value of $284,482 in RSUs received in his capacity as a non-employee director. In 2025, the number of shares that could be granted upon the conversion of the annual grant of PRSUs to shares based on the achievement of performance goals ranges from zero to a maximum of two times the target amount. The value of PRSUs assuming the highest level of performance conditions are achieved is as follows: Mr. Scavilla: $6,400,011; Mr. Campion: $9,184,618; Mr. Garth: $2,862,201; Mr. Johnson: $1,714,468; Ms. Frohning: $979,701; and Mr. Rosenzweig: $1,653,241. Assumptions used in the calculation of these amounts are similar to those included in Note 15. Equity, to the Company’s Consolidated Financial Statements, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  122. Summary Compensation Table

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  123. Summary Compensation Table

    (4)Represents the grant date full fair value of compensation costs of stock options granted during the respective year for financial statement reporting purposes, using the Black-Scholes option pricing model as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are similar to those included in Note 15, Equity, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (5)Amounts shown represent the Company’s AIP awards earned for services provided in 2025, 2024 and 2023 that were paid in cash in 2026, 2025 and 2024, respectively. (6)Amounts shown are described in the “All Other Compensation” table that follows.

  124. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table reflects the terms of compensation plan-based awards granted to the NEOs in 2025:

  125. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Stock Unit Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Stock Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum* (#) | | | | | | Daniel T. Scavilla | | | | | | | | | | | | | | Incentive Compensation | | | 695,250 | 1,390,500 | 2,781,000 | — | — | — | — | — | — | — | | One-Time Equity Grant | | | | | | | | | | | | | | RSUs (BOD) | 2/24/2025 | | — | — | — | — | — | — | 3,385 | — | — | 64,484 | | RSUs (BOD) | 5/22/2025 | | — | — | — | — | — | — | 13,880 | — | — | 219,998 | | PRSUs | 8/8/2025 | | — | — | — | 123,457 | 246,914 | 493,828 | — | — | — | 3,200,005 | | Options | 8/8/2025 | | — | — | — | — | — | — | — | 1,102,600 | 12.96 | 3,221,523 | | Simon D. Campion | | | | | | | | | | | | | | Incentive Compensation | | | 643,750 | 1,287,500 | 2,575,000 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | | PRSUs | 3/3/2025 | | — | — | — | 140,713 | 281,426 | 562,852 | — | — | — | 4,592,309 | | Options | 3/3/2025 | | — | — | — | — | — | — | — | 1,166,900 | 15.99 | 4,371,687 | | Matthew E. Garth | | | | | | | | | | | | | | Incentive Compensation | | | 340,000 | 680,000 | 1,360,000 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 5/30/2025 | | — | — | — | — | — | — | 43,023 | — | — | 687,508 | | PRSUs | 5/30/2025 | | — | — | — | 43,023 | 86,045 | 172,090 | — | — | — | 1,431,100 | | Options | 5/30/2025 | | — | — | — | — | — | — | — | 173,800 | 15.98 | 676,116 | | Robert (Tony) A. Johnson | | | | | | | | | | | | | | Incentive Compensation | | | 203,722 | 407,444 | 814,889 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/3/2025 | | — | — | — | — | — | — | 35,022 | — | — | 560,002 | | PRSUs | 3/3/2025 | | — | — | — | 26,267 | 52,533 | 105,066 | — | — | — | 857,234 | | Options | 3/3/2025 | | — | — | — | — | — | — | — | 363,000 | 15.99 | 1,359,947 | | One-Time Equity Grant | | | | | | | | | | | | | | Options | 11/7/2025 | | — | — | — | — | — | — | — | 417,200 | 11.18 | 1,003,710 | | Premium Options | 11/7/2025 | | — | — | — | — | — | — | — | 471,400 | 12.30 | 999,955 | | Andrea L. Frohning | | | | | | | | | | | | | | Incentive Compensation | | | 170,805 | 341,610 | 683,220 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/3/2025 | | — | — | — | — | — | — | 20,013 | — | — | 320,008 | | PRSUs | 3/3/2025 | | — | — | — | 15,010 | 30,019 | 60,038 | — | — | — | 489,850 | | Options | 3/3/2025 | | — | — | — | — | — | — | — | 207,500 | 15.99 | 777,380 | | Aldo M. Denti | | | | | | | | | | | | | | Incentive Compensation | | | 335,750 | 671,500 | 1,343,000 | — | — | — | — | — | — | — | | Richard C. Rosenzweig | | | | | | | | | | | | | | Incentive Compensation | | | 227,370 | 454,740 | 909,480 | — | — | — | — | — | — | — | | Annual Equity Grant | | | | | | | | | | | | | | RSUs | 3/3/2025 | | — | — | — | — | — | — | 33,771 | — | — | 539,998 | | PRSUs | 3/3/2025 | | — | — | — | 25,329 | 50,657 | 101,314 | — | — | — | 826,620 | | Options | 3/3/2025 | | — | — | — | — | — | — | — | 350,100 | 15.99 | 1,311,618 |

  126. 2025 Grants of Plan-Based Awards

    (1)Amounts shown represent threshold, target and maximum amounts for the 2025 AIP. The maximum award under the 2025 AIP is base salary, multiplied by the target incentive compensation percentage, multiplied by two. The amount in the “Threshold” column assumes the Company achieves the minimum performance levels required for a payout for each metric. Payments or deferrals made under the 2025 AIP are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation” above. Refer to the “Compensation Discussion and Analysis — Determination of Annual Incentive Award Opportunities” for a description of the performance measures and criteria for payment of the 2025 AIP.

  127. 2025 Grants of Plan-Based Awards

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  128. 2025 Grants of Plan-Based Awards

    (2)These amounts represent the number of PRSUs that may vest depending on attainment of performance targets. The amount in the “Threshold” column shows the number of shares that will be paid out, assuming the Company achieves the minimum performance levels required for a payment of shares for each metric. Performance targets and target awards are described under “Compensation Discussion and Analysis — Determination of Annual Equity Incentive Compensation.” RSUs are credited with dividend equivalents and upon vesting are included in the stock distributed to recipients. (3)These amounts represent time based-vesting RSUs. RSUs are credited with dividend equivalents and upon vesting are included in the stock distributed to recipients. The terms of these grants are described under “Compensation Discussion and Analysis — Determination of Annual Equity Incentive Compensation.” (4)Includes the grant date fair value for each award computed in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs granted on February 24, 2025 is based on the Company’s closing stock price on the date of grant of $19.05. The grant date fair value of the RSUs granted on March 3, 2025 and the PRSUs granted on March 3, 2025, with the cumulative adjusted EPS metric, is based on the Company’s closing stock price on the date of grant of $15.99. The grant date fair value of the PRSUs granted on March 3, 2025 with the market-based metric of relative TSR uses the Monte Carlo Simulation method with a value $17.63. The grant date fair value of the stock options granted on March 3, 2025 uses the Black-Scholes option pricing model with a value of $3.746411. The grant date fair value of the RSUs granted on May 22, 2025 is based on the Company’s closing stock price on the date of grant of $15.85. The grant date fair value of the RSUs granted on May 30, 2025 and the PRSUs granted on May 30, 2025, with the cumulative adjusted EPS metric, is based on the Company’s closing stock price on the date of grant of $15.98. The grant date fair value of the PRSUs granted on May 30, 2025 with the market-based metric of relative TSR uses the Monte Carlo Simulation method with a value $19.24. The grant date fair value of the stock options granted on May 30, 2025 uses the Black-Scholes option pricing model with a value of $3.890197. The grant date fair value of the PRSUs granted on August 8, 2025, with the cumulative adjusted EPS metric, is based on the Company’s closing stock price on the date of grant of $12.96. The grant date fair value of the stock options granted on August 8, 2025 uses the Black-Scholes option pricing model with a value of $2.921751. The grant date fair value of the 10% premium stock options granted on November 7, 2025 (i.e., options with an exercise price set at a 10% premium above the closing market price on the date of grant) uses the Black-Scholes option pricing model with a value of $2.121246 and the Black-Scholes option pricing model with a value of $2.405824. Assumptions used in the calculation of these amounts are similar to those included in Note 15, Equity, to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  129. 2025 Grants of Plan-Based Awards

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  130. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End

  131. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | | | | | Stock Awards | | | | | | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | | Number of Securities Underlying Unexercised Options (Unexercisable) (1)(#) | | Total Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | | Option Expiration Date(2) | Number of Stock Units That Have Not Vested(3) (#) | | Market Value of Stock Units That Have Not Vested(4) ($) | | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested(5) (#) | | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(6) ($) | | | Daniel T. Scavilla | | | | | | | | | | | | | | | | | | | One-Time Equity Grants | | — | | 1,102,600 | | 1,102,600 | | 12.96 | 8/8/2035 | | | | | | | | | | | | | | | | | | | | | 3,500 | | 40,004 | | | | | | | | | | | | | | | | | 14,199 | | 162,293 | | | | | | | | | | | | | | | | | | | | | 250,074 | | 2,858,352 | | | | — | | 1,102,600 | | 1,102,600 | | | | | 17,699 | | 202,296 | | 250,074 | | 2,858,352 | | Simon D. Campion | | | | | | | | | | | | | | | | | | | Annual Equity Grants | | | | | | | | | | | | | | | 51,398 | | 587,483 | | | | | | | | | | | | | | | | | 12,850 | | 146,876 | | | | | | | | | | | | | | | | | 36,942 | | 422,249 | | | | | | | | | | | | | | | | | 9,235 | | 105,560 | | | | | | | | | | | | | | | | | 25,865 | | 295,632 | | | | | | | | | | | | | | | | | 6,466 | | 73,908 | | | | — | | — | | — | | | | | — | | — | | 142,757 | | 1,631,708 | | Matthew E. Garth | | | | | | | | | | | | | | | | | | | Annual Equity Grants | | | | | | | | | | | | | | | 9,780 | | 111,788 | | | | | | | | | | | | | | | | | 2,445 | | 27,947 | | | | — | | — | | — | | | | | — | | — | | 12,225 | | 139,734 | | Robert (Tony) A. Johnson | | | | | | | | | | | | | | | | | | | Annual Equity Grants | | 8,700 | | — | | 8,700 | | 30.21 | 11/29/2032 | | | | | | | | | | | | 17,267 | | 8,633 | | 25,900 | | 38.74 | 3/3/2033 | | | | | | | | | | | | 10,867 | | 21,733 | | 32,600 | | 33.28 | 3/4/2034 | | | | | | | | | | | | — | | 363,000 | | 363,000 | | 15.99 | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | 14,453 | | 165,202 | | | | | | | | | | | | | | | | | 3,614 | | 41,304 | | | | | | | | | | | | | | | | | 16,573 | | 189,428 | | | | | | | | | | | | | | | | | 4,143 | | 47,354 | | | | | | | | | | | | | | | | | 43,452 | | 496,658 | | | | | | | | | | | | | | | | | 10,864 | | 124,170 | | | | | | | | | | | | | 3,011 | | 34,415 | | | | | | | | | | | | | | | | | 6,905 | | 78,925 | | | | | | | | | | | | | | | | | 36,210 | | 413,886 | | | | | | One-Time Equity Grants | | — | | 417,200 | | 417,200 | | 11.18 | 11/7/2035 | | | | | | | | | | | | — | | 471,400 | | 471,400 | | 12.30 | 11/7/2035 | | | | | | | | | | | | 36,834 | | 1,281,966 | | 1,318,800 | | | | | 46,126 | | 527,226 | | 93,099 | | 1,064,116 |

  132. Outstanding Equity Awards at Fiscal Year End

    | DENTSPLY SIRONA INC. – Proxy Statement | 67 |

  133. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | | | | | Stock Awards | | | | | | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | | Number of Securities Underlying Unexercised Options (Unexercisable) (1)(#) | | Total Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | | Option Expiration Date(2) | Number of Stock Units That Have Not Vested(3) (#) | | Market Value of Stock Units That Have Not Vested(4) ($) | | Equity Incentive Plan Awards: Number of Unearned Stock Units That Have Not Vested(5) (#) | | Equity Incentive Plan Awards: Market Value of Stock Units That Have Not Vested(6) ($) | | | Andrea L. Frohning | | | | | | | | | | | | | | | | | | | Annual Equity Grants | | 7,534 | | 15,066 | | 22,600 | | 33.28 | 3/4/2034 | | | | | | | | | | | | — | | 207,500 | | 207,500 | | 15.99 | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | 11,474 | | 131,151 | | | | | | | | | | | | | | | | | 2,868 | | 32,782 | | | | | | | | | | | | | | | | | 24,830 | | 283,806 | | | | | | | | | | | | | | | | | 6,208 | | 70,955 | | | | | | | | | | | | | 4,781 | | 54,643 | | | | | | | | | | | | | | | | | 20,692 | | 236,511 | | | | | | One-Time Equity Grants | | 16,334 | | 8,166 | | 24,500 | | 38.47 | 8/9/2033 | | | | | | | | | | | | | | | | | | | | | | | | | 13,340 | | 152,481 | | | | | | | | | | | | | | | | | 3,335 | | 38,117 | | | | | | | | | | | | | 2,779 | | 31,764 | | | | | | | | 23,868 | | 230,732 | | 254,600 | | | | | 28,252 | | 322,919 | | 62,055 | | 709,291 | | Richard C. Rosenzweig | | | | | | | | | | | | | | | | | | | Annual Equity Grants | | 20,534 | | 10,266 | | 30,800 | | 38.74 | 3/3/2033 | | | | | | | | | | | | 12,967 | | 25,933 | | 38,900 | | 33.28 | 3/4/2034 | | | | | | | | | | | | — | | 350,100 | | 350,100 | | 15.99 | 3/3/2035 | | | | | | | | | | | | | | | | | | | | | | | | | 17,233 | | 196,968 | | | | | | | | | | | | | | | | | 4,308 | | 49,242 | | | | | | | | | | | | | | | | | 19,760 | | 225,858 | | | | | | | | | | | | | | | | | 4,940 | | 56,459 | | | | | | | | | | | | | | | | | 41,901 | | 478,931 | | | | | | | | | | | | | | | | | 10,475 | | 119,727 | | | | | | | | | | | | | 3,590 | | 41,030 | | | | | | | | | | | | | | | | | 8,233 | | 94,106 | | | | | | | | | | | | | | | | | 34,917 | | 399,102 | | | | | | One-Time Equity Grants | | | | | | | | | | | 13,895 | | 158,823 | | | | | | | | 33,501 | | 386,299 | | 419,800 | | | | | 60,635 | | 693,060 | | 98,616 | | 1,127,185 |

  134. Outstanding Equity Awards at Fiscal Year End

    (1)Options granted become exercisable over a period of three years after the date of grant at the rate of one-third per year (other than the options granted to Mr. Johnson on November 7, 2025, which all become exercisable on November 7, 2028), except in the case of death, disability or qualified retirement. Upon death, disability or qualified retirement, options granted prior to 2024 become immediately exercisable. Options granted in 2024 and thereafter continue to vest per the remaining grant term upon death, disability or qualified retirement and the option shares are pro-rated if the date of death, disability or qualified retirement occurs less than twelve months from the grant date. The non-exercisable stock options with the following expiration dates vested or will vest as indicated below:

  135. Outstanding Equity Awards at Fiscal Year End

    | 68 | DENTSPLY SIRONA INC. – Proxy Statement |

  136. Outstanding Equity Awards at Fiscal Year End

    Options granted to Messrs. Scavilla, Campion, Garth, Johnson, and Rosenzweig and Ms. Frohning vested or will vest as follows, as applicable:

  137. Outstanding Equity Awards at Fiscal Year End

    | Expiration Date | Vesting Schedules | | 11/29/2032 | The remaining one-third vested November 29, 2025. | | 3/3/2033 | One-third vested March 3, 2024, one-third vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 8/9/2033 | One-third vested August 9, 2024, one-third vested August 9, 2025 and the remaining one-third will vest August 9, 2026. | | 3/4/2034 | One-third vested March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. | | 3/3/2035 | One-third will vest March 3, 2026, one-third will vest March 3, 2027 and the remaining one-third will vest March 3, 2028. | | 5/30/2035 | Equity grant of stock options was forfeited in its entirety. | | 8/8/2035 | One-third will vest August 1, 2026, one-third will vest August 1, 2027 and the remaining one-third will vest August 1, 2028. | | 11/7/2035 | Full award will cliff-vest on November 7, 2028. |

  138. Outstanding Equity Awards at Fiscal Year End

    (2)Stock options generally expire ten years after the grant date. (3)RSUs restrictions lapse and the units convert to shares of stock based on the schedules below, except in the case of death, disability or qualified retirement, as applicable. Upon death, disability or qualified retirement, RSUs granted prior to 2024 become immediately exercisable. RSUs granted in 2024 and thereafter continue to vest per the remaining grant term upon death, disability or qualified retirement and the shares are pro-rated if the date of death, disability or qualified retirement occurs less than twelve months from the grant date. The number of RSUs include dividend equivalent rights that have accrued for dividends payable and are subject to the same conditions and vesting periods as the RSUs originally granted. For Mr. Scavilla, RSUs with the following grant dates will vest as indicated below:

  139. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 2/24/2025 | Board of Director equity grant of RSUs will vest February 24, 2026. | | 5/22/2025 | Board of Director equity grant of RSUs will vest May 22, 2026. |

  140. Outstanding Equity Awards at Fiscal Year End

    For Mr. Campion, RSUs with the following grant dates vested or were forfeited as indicated below:

  141. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 11/15/2022 | One-time equity grant of RSUs remaining one-third vested July 28, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third vested March 3, 2025 and the remaining one-third was forfeited. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, and the remaining two-thirds were forfeited. |

  142. Outstanding Equity Awards at Fiscal Year End

    For Mr. Garth, RSUs with the following grant dates were forfeited as indicated below:

  143. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 5/30/2025 | Annual equity grant of RSUs was forfeited in its entirety. |

  144. Outstanding Equity Awards at Fiscal Year End

    | DENTSPLY SIRONA INC. – Proxy Statement | 69 |

  145. Outstanding Equity Awards at Fiscal Year End

    For Mr. Johnson, RSUs with the following grant dates vested or will vest as indicated below:

  146. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 11/29/2022 | One-time equity grant of RSUs remaining one-third vested November 29, 2025. | | 11/29/2022 | Annual equity grant of RSUs remaining one-third vested November 29, 2025. | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. | | 3/3/2025 | Annual equity grant of RSUs will vest one-third March 3, 2026, one-third will vest March 3, 2027 and the remaining one-third will vest March 3, 2028. |

  147. Outstanding Equity Awards at Fiscal Year End

    For Ms. Frohning, RSUs with the following grant dates vested or will vest as indicated below:

  148. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 8/9/2023 | One-time equity grant of RSUs vested one-third August 9, 2024, one-third vested August 9, 2025 and the remaining one-third will vest August 9, 2026. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third will vest March 4, 2027. | | 3/3/2025 | Annual equity grant of RSUs will vest one-third March 3, 2026, one-third will vest March 3, 2027 and the remaining one-third will vest March 3, 2028. |

  149. Outstanding Equity Awards at Fiscal Year End

    For Mr. Rosenzweig, RSUs with the following grant dates vested, will vest or were forfeited as indicated below:

  150. Outstanding Equity Awards at Fiscal Year End

    | Grant Date | Vesting Schedules | | 3/3/2023 | Annual equity grant of RSUs vested one-third March 3, 2024, one-third vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/3/2023 | One-time equity grant of RSUs vested one-third March 3, 2024, one-third vested March 3, 2025 and the remaining one-third will vest March 3, 2026. | | 3/4/2024 | Annual equity grant of RSUs vested one-third March 4, 2025, one-third will vest March 4, 2026 and the remaining one-third was forfeited. | | 3/3/2025 | Annual equity grant of RSUs will vest one-third March 3, 2026, and the remaining two-thirds were forfeited. |

  151. Outstanding Equity Awards at Fiscal Year End

    (4)The market value represents the number of RSUs granted and the associated dividend equivalent rights, multiplied by the Company’s December 31, 2025 closing stock market price on Nasdaq of $11.43. (5)Includes annual PRSU grants at target (prior to attainment), which are subject to three (3) year cliff vesting. Restrictions lapse and the units convert to shares of stock three years after the date of grant or when attainment is known, and that a performance objective is met, except in the case of death or disability. Upon death or disability, PRSUs granted prior to 2024 become immediately exercisable. PRSUs granted in 2024 and 2025 continue to vest per the remaining grant term upon death, disability or qualified retirement and the shares are pro-rated if the date of death, disability or qualified retirement occurs less than twelve months from the grant date. The number of PRSUs include dividend equivalent rights that have accrued for dividends payable and are subject to the same conditions and vesting periods as the PRSUs originally granted. PRSUs are shown at the target amount including the accrued dividend equivalent rights for the grants made November 29, 2022, March 3, 2023, August 9, 2023, March 4, 2024, March 3, 2025, May 30, 2025 and August 8, 2025, as applicable. (6)The market value represents the number of PRSUs granted at the target amount and the associated dividend equivalent rights, multiplied by the Company’s December 31, 2025 closing stock market price on Nasdaq of $11.43.

  152. Outstanding Equity Awards at Fiscal Year End

    | 70 | DENTSPLY SIRONA INC. – Proxy Statement |

  153. Options Exercises and Stock Vested

    Options Exercises and Stock Vested The following table sets forth the actual value received by the NEOs upon exercise of stock options or vesting of stock awards in 2025.

  154. Options Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Daniel T. Scavilla | — | — | — | — | | Simon D. Campion | — | — | 109,090 | 1,744,007 | | Matthew E. Garth | — | — | — | — | | Robert (Tony) A. Johnson | — | — | 38,027 | 463,431 | | Andrea L. Frohning | — | — | 5,055 | 71,593 | | Richard C. Rosenzweig | — | — | 20,900 | 332,598 |

  155. Options Exercises and Stock Vested

    (1)None of the NEOs exercised stock options in 2025. (2)The amounts shown are calculated based on the closing price of a share of the Company’s common stock market price on Nasdaq on the date of vesting.

  156. Options Exercises and Stock Vested

    | DENTSPLY SIRONA INC. – Proxy Statement | 71 |

  157. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  158. Non-Qualified Deferred Compensation

    | Name | Plan Name | Executive Contributions (1,2) ($) | Registrant Contributions(3) ($) | Aggregate Earnings(4,5) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance ($) | | Daniel T. Scavilla | Supplemental Executive Retirement Plan | — | 40,632 | — | — | 40,632 | | | Dentsply Sirona Inc. Supplemental Savings Plan(6) | — | — | — | — | — | | Simon D. Campion | Supplemental Executive Retirement Plan | — | — | (93,134) | — | 155,642 | | | Dentsply Sirona Inc. Supplemental Savings Plan | 61,008 | — | 35,762 | — | 354,658 | | Matthew E. Garth | Supplemental Executive Retirement Plan | — | — | — | — | — | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Robert (Tony) A. Johnson | Supplemental Executive Retirement Plan | — | 67,192 | (20,665) | — | 173,673 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Andrea L. Frohning | Supplemental Executive Retirement Plan | — | 51,715 | (11,678) | — | 112,864 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Aldo M. Denti | Supplemental Executive Retirement Plan | — | 9,480 | — | — | 9,480 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — | | Richard C. Rosenzweig | Supplemental Executive Retirement Plan | — | 63,939 | (41,949) | — | 134,153 | | | Dentsply Sirona Inc. Supplemental Savings Plan | — | — | — | — | — |

  159. Non-Qualified Deferred Compensation

    (1)The SERP is fully funded by the Company; therefore, participants cannot contribute funds to the SERP. (2)The SSP is funded by participant contributions. The amounts shown include salary and fiscal 2024 AIP payments deferred during fiscal 2025. (3)Amounts represent unfunded credits allocated to participants’ SERP accounts for 2025. They are included in the “All Other Compensation” column in the Summary Compensation Table. (4)Participants in the SERP can elect to have these benefits administered as savings with interest or stock unit accounts with dividend equivalents, with stock units being distributed in the form of common stock at the time of distribution. The amounts represent unfunded interest, depreciation, appreciation, and/or dividend credits allocated to participants’ accounts in 2025. Earnings are calculated using market rates. For this reason, these amounts are not reported in the “All Other Compensation” column in the Summary Compensation Table for Fiscal Year ended December 31, 2025. Earnings are not reported to the Internal Revenue Service until withdrawn. (5)Participants in the SSP can allocate contributions to reference investment alternatives, which serve as an index to determine changes in account value. The amounts represent unfunded interest, depreciation, appreciation, and/or dividend credits allocated to participants’ accounts in 2025. Earnings are calculated using market rates associated with the selected investments. For this reason, these amounts are not reported in the “All Other Compensation” column in the Summary Compensation Table for Fiscal Year ended December 31, 2025. Earnings are not reported to the Internal Revenue Service until distributed. (6)Refer to the “Compensation Discussion and Analysis — Supplemental Executive Retirement Plan and Supplemental Savings Plan” for a description of the SERP and the SSP.

  160. Non-Qualified Deferred Compensation

    | 72 | DENTSPLY SIRONA INC. – Proxy Statement |

  161. Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control

    Employment Agreements/Offer Letters and Potential Payments Upon Termination or Change in Control Dentsply Sirona has entered into employment agreements or offer letters with all of the NEOs who were in office during 2025. The following is a discussion of the material terms of such NEOs’ employment agreements or offer letters for our NEOs employed during 2025, with annual base salary and annual equity incentive award targets updated to reflect current values:

  162. Payments Upon Termination and/or Change of Control

    Payments Upon Termination and/or Change of Control Below is a summary of potential payments owed to the NEOs upon termination and/or change in control pursuant to their respective employment agreements or offer letters, as applicable, in connection with any applicable Company plan or plans, including the Severance Plan. According to the employment agreement of Mr. Scavilla, all such payments except for those listed under “Payments Made Upon Termination” below are subject to the signing and not revoking of a general release of claims. Additionally, in the case of Mr. Scavilla, payments listed under “Payments Made Upon a Non-COC Qualified Termination” and those listed under “Payments Made Upon a COC-Qualified Termination” are additionally subject to the signing and not revoking of a separation agreement on or before the 50th day following separation from service.

  163. Estimated Payments Payable to a NEO Upon Termination or Change in Control

    Estimated Payments Payable to a NEO Upon Termination or Change in Control The following tables contain estimated potential payments that may be due to a NEO should termination of employment or change in control occur. These amounts assume that the date of termination was December 31, 2025 and include actual amounts earned through that time and estimates of amounts which would have been paid as of such date. The common stock price was assumed to remain at $11.43 per share, the closing price on December 31, 2025, the last trading day of fiscal year 2025. Although the calculations are intended to provide reasonable estimates of potential payments, they are based on assumptions and may not represent the actual amount an NEO would receive upon termination of employment under the applicable circumstances. Actual amounts to be paid may differ and can only be determined in the event of and at the time of an executive officer’s termination of employment. The payments listed represent the incremental amounts due to the NEO that exceed what the NEO would have received without the termination, change in control or death. Not included in these tables are the following payments to which the NEOs are already entitled and which have been reported in previous sections of this proxy: •amounts previously earned under the Company’s non-equity annual incentive plans; and •the exercise of outstanding vested options (reported in the “Outstanding Equity Awards at Fiscal Year End” table).

  164. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As permitted under the SEC rules, in 2025, we used annual gross wages as our consistently applied compensation measure to determine our median employee, who was an employee within the Commercial function located in Germany. We selected a determination date of December 31, 2025 to determine our employee workforce. We annualized pay for those who commenced work during 2025. We used a valid statistical sampling methodology to identify the median gross wages. Then, we identified employees who we expected were paid within a 2% range of that median value. We selected the median employee from that group and determined their total compensation was $59,738 (50,859 EUR) in 2025. Mr. Scavilla’s total compensation for the fiscal year ended December 31, 2025, as shown on the Summary Compensation Table, was $8,760,139. For purposes of the CEO pay ratio disclosure, however, the Company calculated Mr. Scavilla's annual total compensation on an annualized basis for the period during which he served as President and Chief Executive Officer, excluding all compensation received in his capacity as a non-executive director of the Company prior to his appointment as President and Chief Executive Officer. On that basis, Mr. Scavilla's annualized CEO-period total compensation was $11,005,050 which included an annualized base salary of $1,030,000, equity awards with a total grant date fair value of $7,750,000 (reflecting the target annual equity award to which he would have been entitled had he served as President and Chief Executive Officer for the full year), an annualized AIP amount of $1,042,875, a $1,079,315 total cash signing bonus and an annualized defined contribution plan amount of $102,860. Based on the foregoing, our estimate of the ratio of the annual total compensation Mr. Scavilla received in his position as our President and Chief Executive Officer, calculated on an annualized basis, to the median of the annual total compensation of all other employees was 184 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  165. CEO Pay Ratio Disclosure

    | 82 | DENTSPLY SIRONA INC. – Proxy Statement |

  166. Pay Versus Performance

    Pay Versus Performance The following table presents the Summary Compensation Table totals of our Principal Executive Officer (“PEO”) and the average of our other NEOs (“Other NEOs”) as well as their “compensation actually paid” for the past five fiscal years ending December 31, 2025, calculated in accordance with SEC rules.

  167. Pay Versus Performance

    | | Summary Compensation Table Total for Current PEO1,7 ($) | Compensation Actually Paid to Current PEO1,8 ($) | Summary Compensation Table Total for 2022 First PEO4,5 ($) | Compensation Actually Paid to 2022 First PEO4,5 ($) | Summary Compensation Table Total for 2022 Second PEO4 ($) | Compensation Actually Paid to 2022 Second PEO4 ($) | Summary Compensation Table Total for 2025 First PEO2,3,7 ($) | Compensation Actually Paid to 2025 First PEO2,3,8 ($) | Average Summary Compensation Table Total for Non-PEO NEOs6 ($) | Average Compensation Actually Paid to Non-PEO NEOs6 ($) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | | | | | | | | | | | Total Shareholder Return9 ($) | Peer Group Total Shareholder Return10 ($) | Net Income (billions)11 ($) | Adjusted Earnings Per Share12 ($) | | 2025 | 8,760,139 | 5,591,441 | — | — | — | — | 10,814,258 | (593,108) | 3,613,140 | 2,022,828 | 24 | 148 | (0.598) | 1.60 | | 2024 | — | — | — | — | — | — | 8,683,952 | (1,611,597) | 2,849,495 | (1,456,947) | 39 | 129 | (0.910) | 1.67 | | 2023 | — | — | — | — | — | — | 8,518,987 | 9,338,886 | 3,733,693 | 3,765,305 | 71 | 126 | (0.132) | 1.83 | | 2022 | — | — | 7,784,078 | (4,551,477) | 6,999,995 | 7,150,311 | 7,552,435 | 7,664,113 | 4,911,944 | 2,986,155 | 62 | 124 | (0.950) | 2.09 | | 2021 | — | — | 9,251,885 | 20,087,841 | — | — | — | — | 2,384,897 | 5,981,207 | 107 | 126 | 0.411 | 2.82 |

  168. Pay Versus Performance

    (1)Daniel T. Scavilla served as the second PEO in 2025. For purposes of this table, Mr. Scavilla is referred to as the “Current PEO.” (2)In 2025, the PEOs included Simon D. Campion (2025 First PEO, former CEO) and Mr. Scavilla (Current PEO). (3)Mr. Campion served as the PEO in 2023 and 2024. (4)In 2022, the PEOs included Donald M. Casey, Jr. (2022 First PEO; former CEO), John P. Groetelaars (2022 Second PEO; former interim CEO) and Mr. Campion (2022 Third PEO, former CEO). (5)Mr. Casey served as the PEO in 2021. (6)The other NEOs for the applicable years were as follows: (a)2025 Messrs. Matthew E. Garth (former Executive Vice President, Chief Financial Officer), Robert (Tony) A. Johnson (Senior Vice President Chief Supply Chain Officer), Aldo M. Denti (Executive Vice President, Chief Commercial Officer), and Richard C. Rosenzweig (Former Executive Vice President, General Counsel & Secretary), and Ms. Andrea L. Frohning (Senior Vice President, Chief Human Resources Officer). (b)2024 and 2023: Messrs. Glen G. Coleman (former Executive Vice President, Chief Financial Officer), Andreas G. Frank (former Executive Vice President, Chief Business Officer), Rosenzweig, and R. Johnson. (c)2022: Barbara Bodem (former interim Executive Vice President, Chief Financial Officer), Cherée H. Johnson (former Senior Vice President, Chief Legal Officer, General Counsel), Jorge M. Gomez (former Executive Vice President, Chief Financial Officer), Mr. Coleman, Mr. Frank and Cord F. Staehler (former Senior Vice President, Chief Technology Officer). (d)2021: Mr. Gomez, Walter Petersohn (former Senior Vice President, Chief Commercial Officer), Keith J. Ebling (former Executive Vice President, General Counsel & Secretary) and Daniel P. Key (former Senior Vice President, Chief Supply Chain Officer). (7)The dollar amounts reported in the Summary Compensation Table Total columns are the amounts of total compensation reported for the PEO or non-PEO NEOs for each corresponding year in the “Total” column of the “Summary Compensation Table.” (8)The dollar amounts reported in the Compensation Actually Paid columns represent the amounts of “Compensation Actually Paid” to each respective PEO or non-PEO NEO, as computed in accordance with Item 402(v) of SEC Regulation S-K by taking the amount set forth in the “Total” column of the “Summary Compensation Table,” deducting the amounts set forth in the “Stock Awards” and “Option Awards” columns in the “Summary Compensation Table” and then including the equity award adjustment amount, as illustrated below for 2025. (9)Total Shareholder Return (“TSR”) is calculated by dividing (i) the sum of: (a) the cumulative amount of dividends for the measurement period (which begins at the “measuring point” established by the market close on the last trading day before 2021, through and including the end of the fiscal year for which cumulative TSR of the Company or peer group cumulative TSR is being calculated), assuming dividend reinvestment, and (b) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. (10)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used to calculate TSR for pay versus performance disclosure purposes is the S&P 500 Healthcare Index, consistent with the peer group used for the Performance Graph in the Company’s 2025 Form 10-K, as required by Item 201(e) of Regulation S-K. The Company uses a combination of the companies in the S&P 400 and S&P 500 Healthcare Equipment & Supplies Indices to determine payouts under the relative TSR metric of the PRSUs granted in 2025, as described in the CD&A of this Proxy Statement. (11)Net Income amounts in (billions) reflected in Dentsply Sirona’s audited consolidated finance statements for the applicable year. (12)The Company has identified Adjusted Earnings Per Share as the Company-selected measure for the pay versus performance disclosure, as it represents the most significant financial performance measure used to link compensation actually paid to the PEO and the Other NEOs to the Company’s performance in 2025.

  169. Pay Versus Performance

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  170. Pay Versus Performance

    The following adjustments were made to Mr. Campion’s equity valuations to determine the compensation actually paid to Mr. Campion in 2025.

  171. Pay Versus Performance

    | 2025 First PEO Equity Award Adjustment Breakout | | | | | | | | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments1 | | $103,184 | ($313,045) | $0 | ($404,770) | ($1,811,653) | ($17,087) | ($2,443,370) |

  172. Pay Versus Performance

    The following adjustments were made to Mr. Scavilla’s equity valuations to determine the compensation actually paid to Mr. Scavilla in 2025.

  173. Pay Versus Performance

    | Current PEO Equity Award Adjustment Breakout | | | | | | | | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments1 | | $3,503,841 | ($) | $0 | ($) | $0 | $33,471 | $3,537,312 |

  174. Pay Versus Performance

    The following adjustments were made to the equity valuations of the other NEOs to determine the average compensation actually paid to the other NEOs in 2025:

  175. Pay Versus Performance

    | Non-PEO NEO Equity Award Adjustment Breakout | | | | | | | | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments1 | | $1,016,738 | ($170,001) | $0 | ($78,222) | ($9,111) | $18,493 | $777,897 |

  176. Pay Versus Performance

    (1)The equity adjustments for the PEO and Non-PEO NEOs in the breakout tables above were calculated as follows: (a)Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (b)Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (c)Add, for awards that are granted and vest in the same year, the fair value as of the vesting date; (d)Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year; (e)Subtract, for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (f)Add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year.

  177. Pay Versus Performance

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  178. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. The “Compensation Actually Paid” values reflected in the Pay Versus Performance for 2025 table demonstrate the year-over-year fluctuations in compensation for our PEO and other NEOs based on key measures of company performance. As the table demonstrates, the compensation of our PEO and the other NEOs is greater when the performance of the key measures is high, and lower when performance is down, demonstrating the clear alignment of interests of our PEO and the other NEOs and our stockholders. Compensation Actually Paid and Cumulative TSR As described in more detail in the section captioned “Compensation Discussion and Analysis — Annual Equity Compensation”, the number of units earned for a portion of the PRSU grant is based on the Relative TSR for a three-fiscal-year performance period. As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Other NEOs is generally aligned with Dentsply Sirona’s TSR over each of the five years presented in the Pay Versus Performance Table for 2025.

  179. Relationship Between Compensation Actually Paid and Performance

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  180. Relationship Between Compensation Actually Paid and Performance

    For each of the five years presented in the Pay Versus Performance Table for 2025, Dentsply Sirona’s cumulative TSR fell behind that of the S&P 500 Healthcare index peer group. The following table details the Company’s cumulative TSR in comparison to the Peer Group cumulative TSR for each of the measurement periods. Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid the Other NEOs is generally aligned with Dentsply Sirona’s Net Income over the five years presented in the Table for 2025. While the Company does not use Net Income as a performance measure in the overall executive compensation program, the measure of Net Income is correlated with the measure of Net Sales, which is utilized in setting goals for annual incentive compensation and adjusted EPS and Net Sales which are utilized in determining the vesting of PRSUs that are awarded to the NEOs.

  181. Relationship Between Compensation Actually Paid and Performance

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  182. Relationship Between Compensation Actually Paid and Performance

    Compensation Actually Paid and Adjusted Earnings Per Share As described in more detail in the section captioned “Compensation Discussion and Analysis — Annual Equity Compensation”, the number of units earned for a portion of the PRSU grant is based on the Adjusted Earnings Per Share for a three-fiscal-year performance period. As demonstrated by the following table, the amount of compensation actually paid to the PEO and the average amount of compensation actually paid to the Other NEOs is generally aligned with Dentsply Sirona’s Adjusted EPS over each of the five years presented in the Pay Versus Performance Table for 2025. Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2025 to company performance. The measures in this table are not ranked.

  183. Relationship Between Compensation Actually Paid and Performance

    | Financial Performance Measures | | Organic Net Sales | | Adjusted EBITDA Margin | | Adjusted Earnings Per Share | | Relative TSR |

  184. Relationship Between Compensation Actually Paid and Performance

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