NVST 10-K & 10-Q changes, risk factors and insider trading

•Our success depends on our ability to manage executive leadership transitions and to attract, develop and retain our key personnel is critical to our success.personnel.

•Changes in accounting standards and subjective assumptions, estimates and judgementsjudgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Our business is sensitive to general economic conditions. Sustained inflation, increases in interest rates, slower global economic growth, threatened or actual recessions, continuing supply chain disruptions, geopolitical tensions, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, consumer confidence, high levels of unemployment or underemployment (and a corresponding increase in the uninsured and underinsured population), reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies, changes in capital requirements for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration, austerity measures, social or political unrest, the impact of the COVID-19 pandemic and other challenges that affect the global economy have previously and may continue to adversely affect us and our distributors, customers and suppliers. Our success also depends upon the continued strength of the markets we serve. In many markets, dental reimbursement is largely out of pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be susceptible to changes in economic conditions. The above factors can have the effect of:

There can be no assurance that the capital markets will be available to us or that the lenders participating in our credit facilities will be able to provide financing in accordance with their contractual obligations. When growth in the global economy or in any of the markets we serve slows for a significant period, there is significant deterioration in the global economy or such markets or when improvements in the global economy do not benefit the markets we serve, we may be unable to execute on our growth strategy and our business and financial statements could be adversely affected.

For example, we generate approximately 9%7% of our annual sales from Greater China. Accordingly, our business, financial condition and results of operations may be adversely influenced by evolving political, economic and social conditions in China generally. China’s government continues to play a significant role in regulating industry development by imposing industrial policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies. For example, China has implemented volume-based procurement policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumable products. Further, considerable uncertainty exists regarding the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the U.S. and China. Any uncertainty or adverse changes to economic conditions in China or the policies of China’s government or its laws and regulations could have a material adverse effect on the overall economic growth of China and could impact our business and operating results, leading to a reduction in demand for our products and adversely affecting our business, growth rate, competitive position, results of operations and financial condition.

Trade policies and disputes at timesmay result in increased tariffs, trade barriers, and other protectionist measures, which can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders. Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, somecertain markets.

In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions. InThe addition,U.S. has significantly increased tariffs on products imported from China into the U.S. has recentlyand implemented new tariffs on China and proposed to significantly increase tariffs on foreign imports into the U.S. from other countries, particularly from CanadaCanada, Mexico, and Mexico.the ItEU. isIn difficultresponse to predictthese whattariffs, furthersome trade-relatedforeign actionscountries, governmentsincluding mayChina, take,have instituted retaliatory tariffs, which mayimpact includeour tradeproducts, restrictionswhile andother additionalcountries orhave increasedthreatened retaliatory tariffs and export controls imposed on shortcertain notice,U.S. and we may be unable to quickly and effectively react to or mitigate such actions.products.

Additionally, in connection with the ongoing conflict between Russia and Ukraine, governments including the U.S., United Kingdom,UK, and those of the European UnionEU have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia which has triggered retaliatory sanctions by the Russian government and its allies. Russia also imposed significant currency control measures aimed at restricting the outflow of foreign currency and capital from Russia. Although these export controls and sanctions did not have a material impact on our financial position or results of operations as of and for the year ended December 31, 2024,2025, the outcome and future impacts of the conflict and governmental responses thereto remain highly uncertain. Existing and future sanctions may have broad and pervasive impacts to the global economy and our operations, which could materially and adversely affect our business and results of operations.

We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased or other restrictions on our imports will be imposed in the future or adversely modified, whether retaliatory tariffs and trade measures will be imposed by other counties on U.S. exports, or what effect such actions would have on our costs of operations. FutureExisting and future quotas, duties or tariffs may adversely affect our business, financial condition, results of operations or cash flows. Future trade agreements could also provide our competitors with an advantage over us,advantage, or increase our costs, either of which could adversely affect our business, financial condition, results of operations or cash flows. Furthermore, trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us.purchases. Sustained geopolitical tensions could lead to long-term changes in global trade and supply chains, and decoupling of global trade networks, which could have a material adverse effect on our businessbusiness, results of operations and growth prospects.

In addition, some of our businesses purchase certain materials, components and services from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating or other difficulties or if our relationship with them changes, we may not be able to establish additional or replacement suppliers in a timely or cost-effective manner, including as a result of FDA and other regulations that require, among other things, validation of materials and components prior to their use in our products, which could further negatively impact our business and results of operations. The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, work stoppages, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health issues and restrictions, war, terrorist actions, cyberattacks, widespread protests and civil unrest, governmental actions and legislative or regulatory changes. Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies. The supply chains for our businesses have also been impacted by global conflicts, including the COVID-19Russia-Ukraine related lockdowns in Chinawar and the Russia-UkraineIsrael-Hamas conflict.war. Failure to obtain the needed supply of these products or to offset the increased costs could adversely impact our operating results.

As a global healthcare organization, we are subject to relatively stringent data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. Our subcontractors and vendorvendors to whom we outsource our information technology systems are also subject to the requirements of data privacy and security laws, regulations, and controls. For example,a in the U.S., the Health Insurance Portability and Accountability Actdiscussion of 1996 (“HIPAA”) privacy, security, and breach notification rules require certain of our operations to maintain controls to protect the confidentiality, availability, and integrity of patient health information. In addition, individual states regulatethese data breach notification requirements as well as more general privacy and security requirements.laws Entitiesand withinregulations, theplease U.S. that are foundrefer to be“Item in1. violationBusiness—Regulatory ofMatters—Data HIPAA, for example as the result of a breach of unsecured protected health information, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminalPrivacy and administrativeSecurity fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.Laws.”

Compliance with the varying data privacy regulations across the U.S. and around the world is complex and havehas required significant expenditures and may require additional expenditures and changes in our products or business models that increase complexity and competition. We may also experience less demand for our products if we are unable to enable our customers to comply with their obligations under data privacy laws.

Even if we successfully innovate and develop new and enhanced products and services, we may incur substantial costs in doing so, and our profitability may suffer. Further, if we are unable to decrease our costs associated with our Specialty Products & Technologies segment, we may be unable to improve our profitability. In addition, promising new offerings may fail to reach the market or realize only limited commercial success because of real or perceived efficacy or safety concerns, failure to achieve positive clinical outcomes, uncertainty over third-party reimbursement or entrenched patterns of clinical practice. For additional information on third-party reimbursement of dental products, please refer to “Item 1. Business—Regulatory Matters.Matters – Coverage and Reimbursement.”

Historically, a substantial portion of our sales had come from a limited number of distributors, particularly Henry Schein, which accounted for approximately 12% of our sales in 2025 and 10% of our sales in 2024 and 2023.2024. It is anticipated that Henry Schein will continue to be the largest contributor to our sales for the foreseeable future. We do not currently have a master distribution agreement in place with Henry Schein for the distribution of our products in the U.S. and Canada. There can be no assurance that Henry Schein or any particular distributor will purchase any particular quantity of products from us or continue to purchase any products at all. If Henry Schein or any other key distributor or channel partner significantly reduces the volume of products purchased from us, it would have an adverse effect on our consolidated financial statements.

Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product development and differentiation. We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business. The intellectual property rights that we obtain, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications owned by or licensed to us. In addition, the steps that we and our licensors have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented, designed-around or becoming subject to compulsory licensing, particularly in countries where intellectual property rights are not highly developed or protected. The laws of foreign countries in which we do business or contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the U.S. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. In addition, there is a risk of employees inadvertently inputting trade secret information into artificial intelligence technologies, thereby enabling third parties to access such information. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights could adversely impact our business, including our competitive position, and financial statements.

From time to time, we receive notices from third parties alleging intellectual property infringement or misappropriation of third parties’ intellectual property and cannot be certain that the conduct of our business does not and will not infringe or misappropriate the intellectual property rights of others. The increased use of artificial intelligence, particularly generative artificial intelligence, also creates the possibility of certain intellectual property infringement risks. Any dispute or litigation regarding intellectual property could be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business, including our competitive position, and financial statements. Third-party intellectual property rights may also make it more difficult or expensive for us to meet market demand for particular product or design innovations. If we are required to seek licenses under patents or other intellectual property rights of others, we may not be able to acquire these licenses on acceptable terms, if at all. In addition, certain of our agreements contain provisions requiring us to indemnify counterparties for third party infringement claims. Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our business and financial statements.

The long-term effects of climate-related risks are difficult to predict and may be widespread. The impacts of climate change may include physical risks (such as rising sea levels or changes in weather patterns), social and human effects (such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology changes), shifts in market trends (such as customers putting an increased priority on purchasing products that are sustainably made) and other adverse effects. Any of our primary locations may be vulnerable to the adverse effects of climate-related risks. For example, our corporate headquarters are located in California, which has historically experienced, and is likely to continue to experience, climate-related events including drought, water scarcity, flooding, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention. In January 2025, several wildfires impacted Los Angeles County. While these wildfires did not have a material adverse effect on our business, there can be no assurance that future wildfires will not have a material impact. The effects of climate-related risks could also impair the availability and cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels we require.

InThe addition,regulations the increasing concern over climate change has resulted and may continue to result in more regional, federal, and/or global legal and regulatory requirements relating to climate change, including regulatingsurrounding greenhouse gas emissions,emissions alternative energy policiesdisclosures and sustainability initiatives,reporting suchhave asalso the State of California’s new climate change disclosure rules. Changes in environmental laws and regulations, in particular relatingcontinued to climateevolve, changewith andcompliance greenhouserequirements gasvarying emissions,by couldjurisdiction. requireGovernments, us,regulatory or our contract manufacturers or suppliers, to install additional equipment, or alter operations to incorporate new technologies or processes, which may result in additional expenses and adversely affect our operating results. In addition, regulators, customers, investors, employeesbodies and other stakeholders arevary focusingin moretheir onsupport of or opposition to sustainability and environmental matters in different jurisdictions in which we operate, which can lead to rapid shifts in reporting obligations and relateddiffering disclosures.obligations across these jurisdictions. Both the standard setting and regulatory landscapes are also extremely complex and present significant compliance and communication challenges in light of these uncertain and varied approaches to greenhouse gas emissions disclosures and sustainability reporting. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent meeting such regulations and expectations and complying with disclosure requirements. If legislation or regulations are enacted or promulgated in the U.S. or in any other jurisdictions in which we do business that impose more stringent restrictions and requirements than our current legal or regulatory obligations, we may experience disruptions in, or increases in the costs associated with, sourcing, manufacturing and distributing our products, which may adversely affect our business, results of operations and financial condition. Any such regulatory changes could have a significant effect on our operating and financial decisions, including those involving capital expenditures to reduce emissions and comply with other regulatory requirements.

As of February 7,6, 2025,2026, we had outstanding indebtedness of approximately $1.4$1.5 billion, including approximately $793.6$960.6 million under our second amended credit agreement (the “Second Amended Credit Agreement,Agreement”), $489.9$492.7 million under our 2028 Convertible Notes, $116.1 million under our 2025 Convertible Notes (together with the 2028 Convertible Notes, the “Notes”), and hadwith an additionalaggregate $750.0 million ofavailable borrowing capacity up to $750.0 million, with a maximum alternative currency sublimit of $675.0 million, under the revolving credit facility (the “Revolving Credit Facility”) pursuant to the Second Amended Credit Agreement, with the ability to request further increases to the revolving credit facility up to the greater of consolidated EBITDA or $525.0 million. As of December 31, 2025, we had €100.0 million in outstanding borrowings under our Revolving Credit Facility.

Holders of the Notes may require us to repurchase their Notes following a fundamental change at a cash repurchase price generally equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligation in cash. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Notes or pay the cash amounts due upon conversion. Our failure to repurchase the Notes or to pay the cash amounts due upon conversion when required will constitute a default under the indenturesindenture governing the 2028 Convertible Notes and the 2025 Convertible Notes between us and Wilmington Trust, National Association, as trustee, dated as of August 10, 2023 and May 21, 2020, respectively.2023. A default under the 2028 Convertible Notes Indenture, the 2025 Convertible Notes Indenture (together, the “IndenturesIndenture”), or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Notes.

In the event the conditional conversion feature of the Notes is triggered, holders of Notes will be entitled to convert the Notes at any time during specified periods at their option. We made an irrevocable election to satisfy the principal amounts of Notes outstanding upon conversion with cash. If one or more holders elect to convert their Notes, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. As of December 31, 2024,2025, none of the conditions allowing the Note holders to convert the 2028 Convertible Notes was satisfied. As a result, as of December 31, 2024,2025, the 2028 Convertible Notes are classified as a non-current liability. As of December 31, 2024, one of the conditions allowing the Note holders to convert the 2025 Convertible Notes was satisfied. As a result, as of December 31, 2024, the 2025 Convertible Notes are classified as a current liability.

Borrowings under certain of our facilities, including our Second Amended Credit Agreement, are made at variable rates of interest and expose us to interest rate volatility. Interest rates increased during 2022 and 2023. If interest rates continue to increase, our debt service obligations on certain of our variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. In addition, we reference the Secured Overnight Financing Rate ("SOFR") as the primary benchmark rate for our variable rate indebtedness, in lieu of the London Interbank Offered Rate ("LIBOR"). SOFR is a relatively new reference rate and with a limited history, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. As a result, the amount of interest we may pay on our variable rate indebtedness is difficult to predict.

◦Governmental and private health care providers and payors around the world are increasingly utilizing managed care for the delivery of health care services, centralizing purchasing, limiting the number of vendors that may participate in purchasing programs, forming group purchasing organizationsorganizations, DSOs, and integrated health delivery networks and pursuing consolidation to improve their purchasing leverage and using competitive bid processes to procure health care products and services.

These changes, as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures have started changing the way health care is delivered, reimbursed and funded and may cause participants in the health care industry and related industries that we serve to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amounts of reimbursement and funding available for our products and services from governmental agencies or third-party payors, heighten clinical data requirements, reduce the volume of medical procedures that use our products and services, implement policies that affect the acceptance rate of new technologies and products and increase our compliance and other costs. In addition, we may be excluded from important market segments or unable to enter into contracts with group purchasing organizationsorganizations, DSOs, and integrated health networks on terms acceptable to us, and even if we do enter into such contracts they may be on terms that negatively affect our current or future profitability. All of the factors described above could adversely affect our business and financial statements.

Our businesses operate in industries that are intensely competitive and have been subject to increasing consolidation.consolidation, including the growing significance of DSOs. Because of the range of the products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors. See “Item 1. Business—Competition.” In order to compete effectively, we must retain longstanding relationships with major customers and DSOs and continue to grow our business by establishing relationships with new customerscustomers, DSOs and external experts, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product and service categories and penetrating new markets, including emerging markets. In addition, significant shifts in industry market share have occurred and may in the future occur in connection with product problems, safety alerts and publications about products, reflecting the competitive significance of product quality, product efficacy and quality systems in our industry. Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our financial statements, and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses. Some of our competitors have a broader product portfolio than we do. In addition, we are exposed to the risk that our competitors or our customers may introduce private label, generic, or low-cost products that compete with our products at lower price points. New disruptive technologiestechnologies, including those that incorporate artificial intelligence, may emerge that displace our existing technologies. If these competitors’ products capture significant market share or decrease market prices overall, this could have an adverse effect on our financial statements.

Most of our products are medical devices subject to regulation by the U.S. Food and Drug Administration (the “FDA”),FDA, by other federal and state governmental agencies, by comparable agencies of other countries and regions, by certain accrediting bodies and by regulations governing hazardous materials (or the manufacture and sale of products containing any such materials). The FDA and these other regulatory authorities enforce additional regulations regarding the safety of X-ray emitting devices. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations. For example, the EU MDR imposes stricter requirements for the marketing and sale of medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Medical devices that have been assessed and/or certified under the EU Medical Device Directive may continue to be placed on the market until 2027/2028 (or until the expiry of their certificates, if applicable and earlier); however, requirements regarding the distribution, marketing and sale including quality systems and post-market surveillance have to be observed by manufacturers, importers and distributors as of the application date. Complying with the EU MDR required modifications to our quality management systems, additional resources in certain functions, and required and will continue to require updates to technical files, among other changes. Failure to meet these requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements.

To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution and post-marketing surveillance of our products. We cannot guarantee that we will be able to obtain regulatory clearance (such as 510(k) clearance) or approvals for our new products or modifications to (or additional indications or uses of) existing products within our anticipated timeframe or at all, and if we do obtain such clearance or approvalapproval, it may be time-consuming, costly and subject to restrictions. Our ability to obtain such regulatory clearances or approvals will depend on many factors and the process for obtaining such clearances or approvals could change over time. Even after initial regulatory clearance or approval, we are subject to periodic inspection by these regulatory authorities, and if safety issues arise, we may be required to amend conditions for use of a product, such as providing additional warnings on the product’s label or narrowing its approved intended use, which could reduce the product’s market acceptance. Failure to obtain required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of these regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities and real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) have led to FDA Form 483 Inspectional Observations, and can lead to warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, mandatory recalls, seizures of adulterated or misbranded products, injunctions, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, suspension or withdrawal of approvals and pre-market notification rescissions. We are also subject to various laws regulating fraud and abuse, pricing and sales and marketing practices in the health care industry and the privacy and security of health information as well as manufacturing and quality standards, including the federal regulations described in “Item 1. Business —Regulatory Matters.” Ensuring that our internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations involves substantial costs. It is possible that government authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations.

The FDA, the Federal Trade Commission (“FTC”) and, in some cases, the Environmental Protection Agency (“EPA”) strictly regulate the promotional claims that may be made about approved or cleared products. In particular, any clearances we may receive only permit us to market our products for the uses indicated on the labeling cleared by the FDA. We may request additional labeluse indications for our current products, and the FDA may deny those requests outright, require additional expensive performance or clinical data to support any additional indications or impose limitations on the intended use of any cleared products as a condition of clearance. If the FDA determines that we have marketed or advertised our products for off-label use, we could be subject to fines, injunctions or other penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities to constitute promotion of an off-label use or misbranding, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, substantial monetary penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs, and/or the curtailment of our operations. Any of these events could significantly harm our business and results of operations and cause our stock price to decline.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of our business is designed to provide a reader of our financial statements with a narrative from the perspective of management. You should read the following discussion in conjunction with the sections entitled “Envista Holdings Corporation Audited Annual Consolidated Financial Statements” included in this Annual Report on Form 10-K. This section of the Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussion of 2023 items and year-to-year comparisons between 2024 and 2023. Discussion of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.2024.

We provide products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone, as well as to improve the aesthetics of the human smile. We help our customers deliver the best possible patient care through industry-leading dental consumables, solutions, technologies, and services. With leading brand names, innovative technology and strong market positions, we are a leading worldwide provider of a broadwide range of solutions to support implant-baseddental tooth replacements,implants, orthodontic treatments, and diagnostic solutions, as well as general dental consumable products, equipment and services, and are dedicated to driving technological innovations that help dental professionals improve clinical outcomes and enhance productivity. Our research and development, manufacturing, sales, distribution, service and administrative facilities are located in more than 30 countries across North America, Asia, Europe, the Middle East and Latin America.

During 2024,2025, 52%53% of our sales were derived from customers outside the United States.U.S. As a global provider of dental consumable products, equipment and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the broadwide range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

As a result of our geographic and product line diversity, we face a variety of opportunities and challenges, including rapid technological development in most of our served markets, the expansion and evolution of opportunities in emerging markets, trends and costs associated with a global labor force, consolidation of our competitorscompetitors, trade restrictions and tariffs, and increasing regulation. We operate in a highly competitive business environment in most markets, and our long-term growth and profitability will depend in particular on our ability to expand our business in emerging geographies and emerging market segments, identify, consummate and integrate appropriate acquisitions, develop innovative and differentiated new products and services, expand and improve the effectiveness of our sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment. We are making significant investments to address the rapid pace of technological change in our served markets and to globalize our manufacturing, research and development and customer-facing resources (particularly in emerging markets and our dental implant business) in order to be responsive to our customers throughout the world and improve the efficiency of our operations.

In addition to industry-specific factors, we, like other businesses, face challenges related to global economic conditions, including sustained inflation, increases in interest rates, fluctuating foreign currency exchange rates, slower economic growth,growth or recession, trade policies and regulations, customer channel inventory realignment and continuing supply chain disruptions. Dental costs are largely out-of-pocket for the consumer and thus utilization rates can vary significantly depending on economic growth. While many of our products are considered necessary by patients regardless of the economic environment, certain products and services that support discretionary dental procedures may be more susceptible to changes in economic conditions.

Significant portions of our sales and costs are exposed to changes in foreign exchange rates. During the year ended December 31, 2024,2025, our products were sold in more than 130 countries and 52%53% of our sales were to customers outside of the United States.U.S. We seek to manage our foreign exchange risk, in part, through our operations, including managing same-currency sales in relation to same-currency costs and same-currency assets in relation to same-currency liabilities. As our operations use multiple foreign currencies, including the euro, British pound, Brazilian real, Australian dollar, Japanese yen, Canadian dollar and Chinese yuan, changes in those currencies relative to the U.S. dollar will impact our sales, cost of sales and expenses, and consequently, net income. Exchange rate fluctuations in emerging markets may also directly affect our customers’ ability to buy our products in these geographic markets.

On a year-over-year basis, currency exchange rates negativelypositively impacted reported sales by 0.7%1.6% for the year ended December 31, 20242025 compared to 2023,2024, primarily due to the strengthening of theweakening U.S. dollar against most major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations and any weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations.

Certain countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tying reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based procurement (“VBP”) policies, a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cuts for medical and dental consumable products.consumables.

We continue transforming our portfolio by investing in our Implant-BasedDental ToothImplant ReplacementSolutions and Orthodontic Solutions businesses and also making investments in emerging markets, critical to our growth strategy. The cost reduction initiatives we have taken and will continue to undertake in the future allow us to further invest in this growth strategy, which in turn we believe should improve our margins.

Our continued investment in Spark, our clear aligner system, has led to increased manufacturing capacity and continues to gain market adoption as orthodontists and their patients see the benefits of the clear, stain resistant and comfortable design. We believe that Spark will provide growth opportunities for our Orthodontic Solutions business over the next several years.business.

Our sales are primarily derived from the sale of dental consumable products, equipment and services to third-party distributors and end-users. For additional information regarding our products, including descriptions of our products, refer to “Item 1. Business—Our Business Segments.”

Cost of sales consists primarily of cost of materials, facilitieslabor, facilities, restructuring costs, and other infrastructure used to manufacture our productsproducts, and shipping and handling costs attributable to delivering our products to our customers. Also included in cost of sales are productivity improvement and restructuring expenses related to our manufacturing operations.

Selling, general and administrative (“SG&A”) expenses consist of, among other things, the costs of selling, marketing, promotion, advertising and administration (including business technology, facilities, legal, finance, human resources, business development and procurement), restructuring costs, and amortization expense for intangible assets that have been acquired through business combinations. Also included are productivity improvement and restructuring expenses related to our SG&A.

Nonoperating income (expense) consists of the non-service cost components of net periodic benefit costs (which include interest costs, expected return on plan assets, amortization of prior service cost or credits and actuarial gains and losses), net gains or losses on equity and other investments, inducement charges related to convertible debt exchanges, and interest expense, net.

During the year ended December 31, 2024,2025, our sales decreasedincreased 2.2%,8.3%, while core sales decreasedincreased 1.5%6.5% as compared to the comparable period of 2023.2024. The impact of foreign currency exchange rates reducedincreased sales in the year ended December 31, 2024,2025, by 0.7%1.6% compared to the comparable period of 2023.2024.

We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends. Core sales growth should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. We believe that reporting the non-GAAP financial measure of core sales growth provides useful information to investors by helping identify underlying growth trends in our on-going business and facilitating comparisons of our sales performance with our performance in prior and future periods and to our peers. We also use core sales growth to measure our operating and financial performance. We exclude the effect of currency translation from core sales because currency translation is not under our control, is subject to volatility and can obscure underlying business trends.

The following discussion and analysis of our consolidated statements of earnings should be read along with our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Unless otherwise indicated, all financial data in this Annual Report on Form 10-K refer to continuing operations only. For more information on the consolidated basis of preparation,presentation, see Note 1 to our Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K.

Sales and core sales growth for the year ended December 31, 20242025 decreasedincreased 2.2%8.3% and 1.5%,6.5%, respectively, compared to the comparable period in 2023.2024. The decreaseincrease was primarily due to an increase in sales volume wascoupled primarilywith driventhe bytiming channelof inventory realignment, and changes todeferred revenue deferralrecognition related to our clear aligner treatment plansplans, which negativelypositively impacted sales by 2.2%4.5% on a period-over-period basis, partially offset by an increase inwhile sales price of 0.7%. Geographically, sales volume was negatively impactedincreased by lower demand in Europe, China and North America, partially offset by strong demand in Russia.2.0%.

The increasedecrease in SG&A expenses as a percentage of sales for the year ended December 31, 2024,2025, as compared to the comparable period of 2023,2024, was driven primarily due toby higher salessales, andalong marketingwith investments, increased compensation, increasedlower bad debt, higheramortization restructuringof intangible assets, legal settlement costs, and highergeneral legaland settlementadministrative costs, partially offset by aour decreasecontinuing investment in amortizationour oflong-term intangiblegrowth assets.initiatives.

The increase in R&D expenses as a percentage of sales for the year ended December 31, 2024,2025, wasas consistentcompared withto the comparable period of 2024, was driven by increased investment in 2023.existing R&D projects and new product development initiatives.

There was no impairment of goodwill or intangible assets as a result of the Company’s annual test during 2025. Goodwill and intangible asset impairment for the year ended December 31, 20232024 of $1,153.8 million consisted of a $212.3$960.5 million goodwill charge and a $46.0$193.3 million intangible asset charge. Approximately $134.5$707.8 million of the goodwill impairment charge related to our Specialty Products & Technologies segment and $77.8$252.7 million related to our Equipment & Consumables segment. The reduction in value was primarily due to significant increases in discount rates utilized in valuing these reporting units, adverse macroeconomic factors suchas asa result of weakened global demand, a sustained suppressed stock price, higher cost of borrowingcapital, and inflationaryincreased pressures,raw geopoliticalmaterial, factors,supply chain and lowerservice forecast of operating resultscosts, which contributed to reduced expectationrevenue forecasts, lower operating margins, and reduced expectations of future cash flows. The intangible asset impairment chargecharges consisted of $101.1 million related to certain indefinite-lived trade names within the Specialty Products & Technologies segment.segment, Theand reduction$92.2 inmillion consisted of certain finite-lived patents and technology and customer relationships within the intangibleEquipment value& wasConsumables segment and were primarily due to higher discount rates anda reduction in projected cash flows as discussed above.

Interest costs were $46.4$36.6 million and $63.4$46.4 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease in interest expense for the year ended December 31, 20242025 as compared to the comparable period of 20232024 was primarily due to higher returns on cash and cash equivalents and lower variabledebt rate term borrowingsbalances and interest rates.

Our effective tax rate for the year ended December 31, 20242025 was 73.5% compared to (3.1)% compared to (82.5)% in 2023.2024. The change in the effective rate was primarily due to largerthe impact of nondeductible impairment charges for goodwill and intangible assets in 2024 and a change in the currentindefinite yearreinvestment comparedassertion related to the priorrestructuring year.of a foreign subsidiary with certain intercompany loans in 2025. We anticipate the restructuring will have a beneficial tax impact going forward.

Sales and core sales growth for the year ended December 31, 20242025 decreasedincreased 1.6%8.4% and 0.9%,6.3%, respectively, compared to the comparable period in 2023.2024. The decreaseincrease in sales andvolume corecoupled saleswith wasthe primarilytiming dueof to changes todeferred revenue deferralrecognition related to our clear aligner treatment plans positively impacted sales by 5.2% on a period-over-period basis.basis, Saleswhile volume andsales price also declinedincreased by 0.7% and 0.2%, respectively, compared to the comparable period in 2023.1.1%.

Geographically, sales for the year ended December 31, 20242025 decreasedwere primarilypositively dueimpacted toby lowerhigher demandsales infrom North America and Europe, partially offset by Russia.Europe.

Operating profit margin was 5.6%10.9% for the year ended December 31, 2024,2025, as compared to an operating profit margin of 14.1%5.6% for the comparable period of 2023.2024. The decreaseincrease in operating profit margin was primarily due to lowerhigher sales,sales volume, including the impacttiming fromof changes to thedeferred revenue deferralrecognition related to our clear aligner treatment plans, higher sales price, lower bad debt expense, manufacturing productivity, and the absence of impairment of certain long-lived assets,assets from the comparable prior period, partially offset by increased tariffs, higher costs due to the impact of unfavorable productforeign mix,exchange lower period-over-period savings associated with productivity improvements, higher bad debt costs,rates and our continuing investment in our long-term growth initiatives.

Sales and core sales growth for the year ended December 31, 20242025 decreasedincreased 3.2%8.1% and 2.6%,6.9%, respectively, compared to the comparable period in 2023. A decrease in sales volume2024, driven by channel inventory realignment negatively impacted sales by 4.8% on a period-over-period basis, partially offsetprimarily by an increase in sales price of 2.2%.3.8%, Geographically,coupled with an increase in sales forvolume theof year3.1% endedon Decembera 31,period-over-period 2024 decreased primarily due to lower demand from Europe and China, partially offset by Russia and North America.basis.

Operating profit margin was 17.0%16.3% for the year ended December 31, 2024,2025, as compared to an operating profit margin of 16.9%17.0% for the comparable period of 2023. The increase in operating profit margin was2024, primarily due to anthe increaseimpact inof unfavorable foreign exchange rates, unfavorable product mix, increased tariffs, partially offset by higher sales volume and sales price and a decrease in amortization of intangibles, partially offset by a decrease in sales volume driven by channel inventory realignment and unfavorable product mix.intangibles.

Net cash provided by operating activities was $336.5$275.7 million during the year ended December 31, 2024,2025, as compared to net cash provided by operating activities of $275.7$336.5 million in 2023.2024. The increasedecrease is primarily due to betterlower overallprior workingyear capitalincentive managementcompensation payments, combined with the timing of cash collections, inventory payments, vendor payments and tax payments.payments, partially offset by higher net income.

Cash flows relating to investing activities consist primarily of cash used for the purchase of investments, capital expenditures and acquisitions. Capital expenditures are made primarily for increasing capacity, replacing equipment, supporting new product development and improving information technology systems.

Net cash used in investing activities was $54.6$51.1 million during the year ended December 31, 2024,2025, as compared to net cash used in investing activities of $62.4$54.6 million for the comparable period in 2023.2024. The decrease is primarily due to lower purchases of investments held in the rabbi trust, partially offset by higher net payments for purchases of property, plant and equipment,equipment partiallyand offsethigher byspend theon netcertain purchasesinvesting of investments held in a rabbi trust combined with the absence of proceeds for the sale of an equity investment in the prior year.activities.

Net cash used in financing activities was $103.7$170.9 million during the year ended December 31, 2024,2025, compared to net cash providedused byin financing activities of $118.9$103.7 million for the comparable period of 20232024 and was primarily duedriven toby astock repurchases and the repayment of the 2025 Convertible Notes which matured on June 1, 2025, partially offset by the borrowings under the Revolving Credit Facility and the repayment of $100.0 million of the 2028 Term Loan during 2024 compared to net borrowings during 2023.2024.

As of December 31, 2024,2025, we had no$117.5 million in outstanding borrowings outstanding under theour revolvingRevolving creditCredit facilityFacility and we hadhave the ability to incur an additional $750.0$632.5 million of indebtedness in direct borrowings under the revolving creditthis facility. As of December 31, 2024,2025, we were in compliance with all of our debt covenants.

As of December 31, 2024,2025, $1,069.1$1,211.7 million of cash and cash equivalents were held on deposit with financial institutions. Of this amount, $218.3$374.4 million was held within the United StatesU.S. and $850.8$837.3 million was held outside of the United States.U.S. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties and fund our restructuring activities as required and support other business needs. We generally intend to use available cash andcash, internally generated fundsfunds, and our Revolving Credit Facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business.”

Generally, cash and cash equivalents held in these financial institutions may be withdrawn or redeemed at face value, and we therefore believe that minimal credit risk exists with respect to them. Nonetheless, deposits with these financial institutions exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash and cash equivalent balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss of principal or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our cash and cash equivalents will not be affected if the financial institutions where we hold our cash and cash equivalents fail.

You should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2025 10-K.10-K and in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended April 3, 2026 (“Q1 10-Q”), which could materially affect our business, financial position, or future results of operations. The risks described in our 2025 10-K and Q1 10-Q, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations. The risk factor set forth below updates, and should be read together with, the risk factors described in our 2025 10-K.

For the three and six months ended AprilJuly 3, 2026, sales derived from customers outside of the United States were 52.7%54.5% and 53.7%, respectively, compared to 51.5%53.6% and 52.6% for the three and six months ended MarchJune 28,27, 2025.2025, respectively. As a global provider of dental products, equipment, and services, our operations are affected by worldwide, regional and industry-specific economic and political factors. Given the wide range of dental products, software and services provided and geographies served, we do not use any indices other than general economic trends to predict our overall outlook. Our individual businesses monitor key competitors and customers, including to the extent possible their sales, to gauge relative performance and the outlook for the future.

Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, certain markets. During 2025 and continuing into 2026,While the U.S. introduced trade policy actions that led to increased importIEEPA tariffs acrosswere ainvalidated wide range of countries at various rates, including imports from almost all countries and individualized higher tariffs on certain other countries, such as China. In February 2026,by the U.S. Supreme Court invalidated broad-based tariffs predicated on the International Emergency Economic Powers Act (IEEPA). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain uncertain and are subject to further legal, regulatory, and administrative developments. In addition,Court, the U.S. Administration initiated new tariffs on all imports, subject to certain exceptions, and may impose additional tariffs. As a result, it remains difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice. While we expect to largely offset the impact of the existing tariffs with mitigating actions including supply chain adjustments, pricing strategies, and cost management, we have already experienced an increase in cost of sales due to higher tariffs. To the extent that we are unable to offset the tariffs or if the tariffs or our countermeasures negatively impact demand, our business, financial condition, results of operations or cash flows will continue to be adversely affected. Any future tariffs and trade restrictions may also adversely affect our business, financial condition, results of operations or cash flows.

On a period-over-period basis, currency exchange rates positively impacted reported sales by 4.3%1.6% and 2.8% for the three and six months ended AprilJuly 3, 2026 compared to the comparable periodperiods of 2025, primarily due to the weakening U.S. dollar against most major currencies. Any future weakening of the U.S. dollar against major currencies would positively impact our sales and results of operations for the remainder of the year, and any strengthening of the U.S. dollar against major currencies would adversely impact our sales and results of operations for the remainder of the year.

Certain countries, as well as some private payors, also control the price of health care products, directly or indirectly, through reimbursement, payment, pricing or coverage limitations, tyinglinking reimbursement to outcomes or (in the case of governmental entities) compulsory licensing. For example, China has implemented volume-based procurement policies (“VBP”), a series of centralized reforms instituted in China on both a national and regional basis that has resulted in significant price cutsreductions for medical and dental consumables.

During the first quarter of 2026, we updated our methodology for how we calculate changes in the sales price from period to period.period-to-period. Changes in sales prices are now calculated by comparing the current quarter sales prices to the full year sales price average from the prior year as it better reflects pricing trends over time.

All comparisons, variances, increases or decreases discussed below are for the three and six months ended AprilJuly 3, 2026, compared to the three and six months ended MarchJune 28,27, 2025.

Sales for the three months ended AprilJuly 3, 2026 increased 14.4%7.1% while core sales growth increased by 9.5%5.0% as compared to the comparable period in 2025. An increase in sales volume of 7.8%3.2% positively impacted sales on a period-over-period basis, coupled with an increase in sales price of 1.7%.1.8%. Geographically, core sales in developed markets increased by 4.9% due primarily to strong growth in Western Europe and North America, while core sales in emerging markets increased by 4.7%.

The decrease in SG&A asexpenses a percentage of sales duringfor the three months ended AprilJuly 3, 2026 increased by $1.0 million as compared to the comparable period in 2025,2025. The increase was driven primarily bydue higherto sales,a $7.2 million increase in investments related to our commercial growth initiatives, partially offset by oura continuing$3.2 investmentmillion gain from the sale of a property and $1.6 million in ourlower long-termintangible growthassets initiatives.amortization.

R&D expenses as a percentage of sales for the three and six months ended AprilJuly 3, 2026,2026 increased by $2.1 million and $6.8 million, respectively, as compared to the comparable periodperiods in 2025,2025. The increase was primarily due to increasedhigher R&Dinvestment activity.in new product innovation to support future growth.

The decrease in interest expense for the six months ended July 3, 2026 when compared to the comparable period in 2025 was primarily due to lower interest rates.

Our effective tax rate of 25.9% for the three and six months ended AprilJuly 3, 2026 of 27.8% and 27.0%, respectively, differed from the comparable periodperiods in 2025 primarily due to our geographical mix of earnings and the impact of a valuation allowance against certain U.S. interest carryforwards.

Sales and core sales growth for the three months ended AprilJuly 3, 2026 increased 14.4%5.8% and 8.4%,3.1%, respectively, compared to the comparable period in 2025, driven primarily by an increase in sales volume of 2.0% on a period-over-period basis, coupled with thean timingincrease of deferred revenue recognition related to our clear aligner treatment plans of 7.1%, whilein sales price of 1.1%. Geographically, core sales in developed markets increased by 1.3%.2.4% due to strong growth in Western Europe and North America, while core sales in emerging markets increased 4.5%.

Operating profit margin was 10.2%12.8% for the three months ended AprilJuly 3, 2026, as compared to an operating profit margin of 9.4%10.2% for the comparable period of 2025. The 260 basis point increase in operating profit margin for the three months ended April 3, 2026, was primarily due to an approximately 260 basis point improvement related to lower tariff costs due to receipt of tariff refunds, a 100 basis point improvement due to higher sales volume,as includingdiscussed theabove, timingpartially ofoffset deferredby revenuea recognition100 basis point reduction due to investments related to our clear aligner treatment plans, higher sales price, and favorable foreign exchange rates, partially offset by increased tariffs and our continuing investment in our long-termcommercial growth initiatives.

Sales and core sales growth for the three months ended AprilJuly 3, 2026 increased 14.4%,9.5%, and 11.5%,8.5%, respectively, compared to the comparable period in 2025, driven primarily by an increase in sales volume of 9.0%5.5% on a period-over-period basis, coupled with an increase in sales price of 2.5%.3.0%. Geographically, core sales in developed markets increased by 8.9% due to strong growth in Western Europe and North America, while core sales in emerging markets increased 5.6%.

Operating profit margin was 18.9%17.7% for the three months ended AprilJuly 3, 2026, as compared to an operating profit margin of 14.7%15.2% for the comparable period of 2025. The 250 basis point increase in operating profit margin for the three months ended April 3, 2026 was primarily drivendue byto an approximately 530 basis point improvement resulting from higher sales volumeas anddiscussed sales price, and favorable foreign exchange rates,above, partially offset by increased180 tariffsbasis point reduction related to investments in commercial growth initiatives and our120 continuingbasis investmentpoint inreduction ourdue long-termto growthhigher initiatives.restructuring costs.

Net cash usedprovided inby operating activities was $3.3$115.9 million during the threesix months ended AprilJuly 3, 2026, as compared to net cash provided by operating activities of $0.3$89.0 million for the comparable period of 2025. The decreaseincrease iswas primarily due to higher incentivenet compensationincome and timing of cash collections and vendor payments, partially offset by higher netincentive income and the timing of cash collection and vendorcompensation payments.

Net cash used in investing activities was $68.9$83.2 million for the threesix months ended AprilJuly 3, 2026, as compared to net cash used in investing activities of $8.8$25.9 million for the comparable period in 2025. The increase in net cash used was primarily due to the acquisition of Versah combined with higher net payments for purchases of property, plant and equipment.

Net cash used in financing activities was $45.6$106.3 million for the threesix months ended AprilJuly 3, 2026 compared to net cash used in financing activities of $17.6$104.0 million for the comparable period of 2025. The slight year-over-year increase in net cash used was primarily driven by stock repurchases.

For a description of our outstanding debt as of AprilJuly 3, 2026, refer to Note 12 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

As of AprilJuly 3, 2026, we held $1,082.8$1,125.6 million of cash and cash equivalents that were held on deposit with financial institutions. Of this amount, $273.0$271.3 million was held within the United States and $809.8$854.3 million was held outside of the United States. We will continue to have cash requirements to support working capital needs, capital expenditures and acquisitions, pay interest and service debt, pay taxes and any related interest or penalties, fund our restructuring activities as required and support other business needs. We generally intend to use available cash, internally generated funds and our revolving credit facility to meet these cash requirements, but in the event that additional liquidity is required, particularly in connection with acquisitions, we may need to enter into new credit facilities or access the capital markets. We may also access the capital markets from time to time to take advantage of favorable interest rate environments or other market conditions. However, there is no guarantee that we will be able to obtain alternative sources of financing on commercially reasonable terms or at all. See “Item 1A. Risk Factors—Risks Related to Our Business” in our 2025 10-K.

On February 5, 2025, our Board of Directors authorized a stock repurchase program,program allowing uspursuant to purchasewhich we may repurchase up to $250$250.0 million of our outstanding common stock through December 31, 2026. On May 5, 2026, our Board of Directors authorized a new stock repurchase program pursuant to which we may repurchase up to an additional $300.0 million of our outstanding common stock through December 31, 2029 (together with the February 5, 2025 stock repurchase program, the “Repurchase Programs”). Stock repurchases made in connection with thisthe programRepurchase Programs totaled approximately $208.5$267.1 million or 10.713.2 million shares to date, with approximately $42.6$58.6 million or 1.62.4 million shares and $101.2 million or 4.0 million shares repurchased during the three and six months ended AprilJuly 3, 2026.2026, respectively. Refer to Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q for more details. The cash outflows associated with the Company’s stock repurchases are classified in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows.

As of AprilJuly 3, 2026, we believe we have sufficient sources of liquidity to satisfy our cash needs over the next 12 months and beyond, including our cash needs in the United States.

There were no material changes to our contractual obligations during the three months ended AprilJuly 3, 2026.

For a description of our outstanding debt as of AprilJuly 3, 2026, refer to Note 12 to our Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.