Caption: In re Dentsply Sirona, Inc. Securities Litigation
Case No.: 1:24-cv-09038-NRB
Jurisdiction: U.S. District Court, Southern District of New York
Judge: Hon. Naomi Reice Buchwald
Summary
On January 16, 2026, Judge Naomi Reice Buchwald granted in part and denied in part defendants’ motions to dismiss the consolidated securities class action against Dentsply Sirona, Inc. The Court dismissed claims against former CFO Jorge M. Gomez and struck a limited set of alleged misstatements, but otherwise allowed Exchange Act claims under Sections 10(b) and 20(a) to proceed against the Company and the remaining individual defendants.
Allegations Against Dentsply Sirona
Plaintiffs alleged that Dentsply and senior executives made false or misleading statements about the Byte direct-to-consumer clear aligner business during the class period from January 4, 2021 through February 26, 2025. The complaint alleged misrepresentations concerning whether Byte treatment was “doctor-directed” and overseen, the adequacy of patient screening and reported “conversion rates,” compliance with FDA reporting requirements, and claims of continued “organic” growth tied to Byte.
Defendants’ Motion to Dismiss
Dentsply and the individual defendants moved to dismiss for failure to plead falsity and scienter. They argued that challenged statements were true, non-actionable opinion or puffery, forward-looking and protected by the PSLRA safe harbor, or not attributable to the Company.
Plaintiffs’ Opposition
Plaintiffs countered that the order-pleaded facts supported a strong inference that defendants knew Byte lacked meaningful dentist oversight, approved contraindicated patients to increase conversion rates, and failed to report thousands of serious injuries to the FDA despite internal tracking systems and management-level meetings. Plaintiffs argued these facts rendered the challenged statements false or misleading when made.
Court’s Ruling
The Court granted Gomez’s motion to dismiss in full and dismissed a narrow subset of alleged misstatements. The Court denied the motions to dismiss filed by Dentsply and the remaining individual defendants, allowing Section 10(b) claims and corresponding Section 20(a) control-person claims to proceed as to those defendants.
The Court separately addressed plaintiffs’ Rule 10b-5(a) and (c) scheme-liability claims, holding that plaintiffs plausibly alleged a deceptive course of conduct and allowing those claims to proceed against all defendants except Gomez, as to whom they were dismissed
Court’s Rationale
Falsity: The Court held plaintiffs plausibly alleged that statements about “doctor-directed” and overseen care, screening practices, conversion rates, FDA compliance, and organic growth were false or misleading in context.
Scienter: The Court found a strong inference of scienter as to Dentsply and most individual defendants based on access to injury data, involvement in Byte operations, and contemporaneous knowledge of reporting failures.
Forward-Looking Statements: The Court concluded most challenged statements labeled as forward-looking were present-fact representations and not protected by the PSLRA safe harbor. However, the Court did find at least one statement “unambiguously” forward-looking and then found it was still not protected by the PSLRA safe harbor.
Section 20(a): Control-person claims survived as to all individual defendants except Gomez, for whom scienter was not adequately pled.
Case Status
The case continues in part. Exchange Act claims proceed against Dentsply Sirona, Inc. and the remaining individual defendants following the partial denial of the motions to dismiss.
