DENTSPLY SIRONA amends debt covenants to maintain compliance

DENTSPLY SIRONA Inc. (XRAY) obtained lender consent on October 8, 2026, to enter into the Third Amendment to Credit Agreement and Note Purchase Agreement Amendments, a move intended to allow the company to maintain compliance with its debt covenants. The amendments, dated September 30, 2026, modify the revolving credit facility with JPMorgan Chase Bank, N.A., and three separate note purchase agreements.

Under the revised terms, DENTSPLY SIRONA and its noteholders agreed to increase the maximum permitted Total Leverage Ratio and Senior Leverage Ratio for the fiscal quarters ending September 30, 2026, and December 31, 2026. The agreements also permit an additional addback to EBITDA for specific cash charges or expenses incurred during those same two fiscal quarters.

Until the company delivers a compliance certificate for the fiscal year ending December 31, 2026, the amendments generally prohibit new liens and new subsidiary debt, with exceptions for obligations existing before September 30, 2026. The agreements also limit restricted payments, subject to certain carveouts. During a specified period, DENTSPLY SIRONA is required to provide quarterly reporting on certain initiatives and their related costs and savings.

The Third Amendment to Credit Agreement introduces a new pricing level for the applicable margin and facility fee. The Note Purchase Agreement Amendments adjust the incremental interest on the notes upward when the company's total leverage ratio hits certain specified levels. The company stated that these revised terms are intended to ensure it maintains compliance with its debt covenants in all material respects.

The Note Purchase Agreement Amendments cover three distinct agreements. Amendment No. 5 applies to the Note Purchase Agreement dated December 11, 2015. A second Amendment No. 5 applies to the Note Purchase and Guarantee Agreement dated October 27, 2016, which involves DENTSPLY DENTAL B.V. as successor by merger to Sirona Dental Services GmbH. A third Amendment No. 5 applies to the Note Purchase Agreement dated June 24, 2019. Copies of the Third Amendment to Credit Agreement and the Note Purchase Agreement Amendments are attached as Exhibits 4.1 through 4.4 to the Form 8-K filing.