Third Quarter 2025 Highlights

• Revenue of $420.1 million, an increase of 11.9% from the third quarter of 2024, with Same Practice Revenue Growth (“SPRG”)¹ of 4.3%.
• Adjusted EBITDA¹ of $78.7 million, an increase of 14.2% compared to the same period in 2024; Adjusted EBITDA Margin¹ of 18.7%, an increase of 30 basis points over the same period in 2024.
• Adjusted Free Cash Flow¹ and Adjusted free cash flow per Share¹ of $43.7 million and $0.22, an increase of 20.7% and 15.8%, respectively, over the same period in 2024; Adjusted Net Income¹ of $28.8 million.
• Net debt / PF Adjusted EBITDA after rent Ratio¹ of 3.58x, a decrease of 0.45x compared to the same period in 2024.
• Acquired 13 new practice locations which are expected to generate $8.4 million in PF Adjusted EBITDA after rent¹ at 7.5x expanding Dentalcorp’s national footprint to 590 locations.
• Achieved a 90.3% recurring patient visit rate¹, reflecting predictable and continued patient demand across the network.

^(¹) Non-IFRS financial measure, non-IFRS ratio, or supplementary financial measure. For comprehensive definitions and quantitative reconciliations, please refer to the “Non-IFRS and Other Financial Measures” section within this news release.

dentalcorp Holdings Ltd. (“Dentalcorp” or the “Company”) (TSX: DNTL), Canada’s largest and one of North America’s fastest growing networks of dental practices, today announced its financial and operating results for the third quarter ended September 30, 2025. All financial figures are in Canadian dollars unless otherwise indicated.

“We delivered revenue and Adjusted EBITDA growth of approximately 12% and 14%, respectively, over the third quarter of 2024. Third quarter Adjusted EBITDA Margin expanded 30 basis points over the third quarter of 2024 to 18.7%,” said Graham Rosenberg, CEO and Chairman of Dentalcorp.

“We generated $43.7 million in Adjusted Free Cash Flow in the third quarter of 2025, representing an increase of approximately 21% over the third quarter of 2024,” Rosenberg continued. “This led to continued deleveraging, with our Net Debt / PF Adjusted EBITDA after rent Ratio decreasing to 3.58x, a reduction of 0.45x from the third quarter of 2024,” Rosenberg said.

“During the third quarter of 2025, we acquired 13 new practices that are expected to generate $8.4 million in PF Adjusted EBITDA after rent, at an average multiple of 7.5x,” said Nate Tchaplia, President and Chief Financial Officer.

“With regards to the federal government’s Canadian Dental Care Plan (“CDCP”), we have treated over 135,000 CDCP patients with 95% of our practices currently accepting CDCP patients,” Tchaplia concluded.

Arrangement Agreement

On September 26, 2025, the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) to be acquired by funds affiliated with GTCR LLC (“GTCR”) in an all-cash transaction that values the Company at approximately $2.2 billion on an equity value basis and $3.3 billion on an enterprise value basis. Subject to certain conditions, the newly-formed acquisition vehicle controlled by funds affiliated with GTCR will acquire all of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares, other than certain Shares being rolled into the capital structure of the Purchaser or an affiliate thereof, for a price of $11.00 per Share, in cash (the “Transaction”). This price represents a premium of approximately 33% to both the closing price and the 20-trading day volume weighted average trading price as of September 25, 2025, being the last trading day prior to announcement of the Transaction.

Further information regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which is available on the Company’s profile on SEDAR+ at sedarplus.ca.

Conference Call Notification and Financial Outlook

In light of the Transaction, the Company will not hold the conference call previously scheduled for Thursday, November 6, 2025, at 8:30 a.m. ET. and is suspending our practice of providing financial outlook for future periods.

Consolidated Financial Results

Other Metrics

Non-IFRS and Other Financial Measures and Ratios

As appropriate, we supplement our results of operations determined in accordance with IFRS with certain non-IFRS and other financial measures and ratios as we believe these non-IFRS and other financial measures are useful to investors, lenders and others in assessing our performance and highlighting trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. Our management also uses non-IFRS measures for purposes of comparing to prior periods; preparing annual operating budgets; developing future projections and earnings growth prospects; measuring the profitability of ongoing operations; analyzing our financial condition, business performance and trends, including the operating performance of the business after taking into consideration the acquisitions of dental practices; and determining components of employee compensation. As such, these measures are provided as additional information to complement IFRS measures by providing further understanding of our results of operations from management’s perspective, including how we evaluate our financial performance and how we manage our capital structure. We also believe that securities analysts, investors and other interested parties frequently use these non-IFRS and other financial measures and industry metrics in the evaluation of issuers.

These non-IFRS and other financial measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS, may include or exclude certain items as compared to similar IFRS measures and may not be comparable to similarly-titled measures reported by other companies. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. For further information on non-IFRS and other financial measures and ratios, including the most directly comparable IFRS measures, composition of the measures, a description of how we use these measures, an explanation of how these measures are useful to investors and applicable reconciliations, refer to the “Non-IFRS and Other Financial Measures”, “Non-IFRS Financial Measures”, “Non-IFRS Ratios” and “Certain Supplementary Financial Measures” sections of management’s discussion and analysis of operations for the three and nine months ended September 30, 2025, which is available on the Company’s profile on SEDAR+ at sedarplus.ca.

EBITDA

“EBITDA” means, for the applicable period, net loss and comprehensive loss plus (a) net finance costs, (b) income tax expense (recovery), and (c) depreciation and amortization. Management does not use EBITDA as a financial performance metric, but we present EBITDA to assist investors in understanding the mathematical development of Adjusted EBITDA and Same Practice EBITDA Growth. The most comparable IFRS measure to EBITDA is Net loss and comprehensive loss, for which a reconciliation is provided below.

Adjusted EBITDA

“Adjusted EBITDA” is calculated by adding to EBITDA certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) net impact of unrealized foreign exchange gains or losses on non-cash balances; (b) share-based compensation; (c) external acquisition expenses; (d) change in fair value of financial instruments at fair value through profit or loss; (e) other corporate costs; (f) loss on disposal of dental practices; (g) loss on disposal and impairment of property and equipment and intangible assets; (h) impairment of right-of-use assets; (i) post-employment benefits; and (j) short-term benefits. Adjusted EBITDA is a supplemental measure used by management and other users of our financial statements to assess the financial performance of our business without regard to the effects of interest, depreciation and amortization costs, expenses that are not considered reflective of underlying business performance, and other expenses that are expected to be one-time or non-recurring. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. The most comparable IFRS measure to Adjusted EBITDA is Net loss and comprehensive loss, for which a reconciliation is provided below.

Adjusted EBITDA Margin

“Adjusted EBITDA Margin” means Adjusted EBITDA divided by revenue. We use Adjusted EBITDA Margin to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business.

Adjusted Free Cash Flow

“Adjusted free cash flow” is calculated by adding or subtracting from cash flow from operating activities: (a) external acquisition expenses; (b) other corporate costs; (c) post-employment benefits; (d) short-term benefits; (e) repayment of principal on leases; (f) maintenance capital expenditure; and (g) changes in working capital. We use Adjusted free cash flow to facilitate a comparison of our operating performance on a consistent basis from period to period, to provide for a more complete understanding of factors and trends affecting our business, and to determine components of employee compensation. The most comparable IFRS measure to Adjusted free cash flow is cash flow from operating activities, for which a reconciliation is provided below.

Adjusted free cash flow per Share

“Adjusted free cash flow per Share” means Adjusted free cash flow divided by the total number of Multiple Voting Shares and Subordinate Voting Shares on a fully diluted basis. Adjusted free cash flow per Share is utilized to determine components of employee compensation.

Adjusted Net Income

“Adjusted net income” is calculated by adding to Net loss and comprehensive loss certain expenses, costs, charges or benefits incurred in such period which in management’s view are either not indicative of underlying business performance or impact the ability to assess the operating performance of our business, including: (a) amortization of intangible assets; (b) share-based compensation; (c) change in fair value of financial instruments at fair value through profit or loss; (d) external acquisition expenses; (e) other corporate costs; (f) loss on disposal of dental practices; (g) loss on disposal and impairment of property and equipment and intangible assets; (h) impairment of right-of-use assets; (i) loss on modification of borrowings; (j) post-employment benefits; (k) short-term benefits; and (l) the tax impact of the above. We use Adjusted net income to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. The most comparable IFRS measure to Adjusted net income is Net loss and comprehensive loss, for which a reconciliation is provided below.

PF Adjusted EBITDA

“PF Adjusted EBITDA” in respect of a period means Adjusted EBITDA for that period plus the Company’s estimate of the additional Adjusted EBITDA that it would have recorded if it had acquired each of the dental practices that it acquired during that period on the first day of that period, calculated in accordance with the methodology described in the reconciliation table in “Reconciliation of Non-IFRS Measures”. Both creditors and the Company use PF Adjusted EBITDA to assess our borrowing capacity, which management believes, given the highly acquisitive nature of our business, is more reflective of our operating performance. We also use PF Adjusted EBITDA to determine components of employee compensation. The most comparable IFRS measure to PF Adjusted EBITDA is Net loss and comprehensive loss.

PF Adjusted EBITDA after rent

“PF Adjusted EBITDA after rent” in respect of a period means PF Adjusted EBITDA less interest and principal repayments on leases and lease interest and principal repayments on acquisitions. Both creditors and the Company use PF Adjusted EBITDA after rent to assess our borrowing capacity, which management believes, given the highly acquisitive nature of our business, is more reflective of our operating performance. The most comparable IFRS measure to PF Adjusted EBITDA after rent is Net loss and comprehensive loss.

Net debt / PF Adjusted EBITDA after rent Ratio

“Net debt / PF Adjusted EBITDA after rent Ratio” means non-current borrowings divided by PF Adjusted EBITDA after rent. We use Net debt / PF Adjusted EBITDA after rent Ratio to assess our borrowing capacity.

Same Practice Revenue Growth

“Same Practice Revenue Growth” in respect of a period means the percentage change in revenue derived from Established Practices in that period as compared to revenue from the same dental practices in the corresponding period in the immediately prior year.

About Forward-Looking Information

This release includes forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation, including the Securities Act (Ontario). Forward-looking information includes, but is not limited to, statements about the Company’s objectives, strategies to achieve those objectives, our financial outlook, and the Company’s beliefs, plans, expectations, anticipations, estimates, or intentions. Forward-looking information includes words like could, expect, may, anticipate, assume, believe, intend, estimate, plan, project, guidance, outlook, target, and similar expressions suggesting future outcomes or events.

Our forward-looking information includes, but is not limited to, statements regarding the terms and conditions of the Arrangement Agreement, the premium to be received by Shareholders, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of securityholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the terms of rollover transactions and the opportunity for dentist partners to participate in rollover transactions and the Company’s intentions regarding its practice of providing financial outlook. Such forward-looking statements are subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the control of the Company and its management.

The purpose of disclosing such forward-looking information is to provide investors with more information concerning the financial results that the Company currently believes are achievable based on the assumptions below. Readers are cautioned that the information may not be appropriate for other purposes. While such target is based on underlying assumptions that management believes are reasonable in the circumstances, readers are cautioned that actual results may vary materially from those described above.

Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be different or materially different from those projected in the forward-looking statements. Forward-looking information is based on many factors and assumptions including, but not limited to, the impact of, and the enrollment of patients in, the CDCP; expectations regarding the Company’s business, operations and capital structure; that the Company’s acquisition program continues as it has historically, including the Company maintaining its ability to continue to make and integrate acquisitions at attractive valuations including a reduction in acquisition purchase multiples as compared to prior periods; the prevailing business environment; the Company’s financial and operating results and financial condition; the Company’s need for funds to finance ongoing operations or growth conditions; the Company’s ability to realize pricing increases, materially driven by Provincial fee guides; a continued increase in patient visit volumes through patient recall and insourcing initiatives that drive the expansion of service offerings and frequency of visits to contribute to optimal patient care; the impact of the investments the Company has made in its corporate infrastructure and teams, and the upgrades to its core information technology systems; the Company’s ability to mitigate anticipated supply chain disruptions, geopolitical risks, inflationary pressures and labour shortages, and generate cash flow; no changes in the competitive environment or legal or regulatory developments affecting our business; and visits by patients to our Practices at or above the same rate as current visits.

Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of known and unknown risk factors, many of which are beyond the control of the Company, and could cause actual results to differ materially from the forward-looking statements. Such risks include, but are not limited to, as concerns the Transaction, the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required securityholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management’s attention from the Company’s ongoing business operations; the Company’s potential inability to successfully execute its growth strategy and complete additional acquisitions; its dependence on the integration and success of its acquired dental practices; its dependence on the parties with which the Company has contractual arrangements and obligations; changes in relevant laws, governmental regulations and policy and the costs incurred in the course of complying with such changes; risks relating to the current economic environment, including the impact of any tariffs and retaliatory tariffs on the economy; risk associated with disease outbreaks; competition in the dental industry; increases in operating costs; litigation and regulatory risk; and the risk of a failure in internal controls and other factors described under “Risk Factors” in the AIF and in this release. Accordingly, we warn readers to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding the Company’s future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. All of the forward-looking information in this release is qualified by the cautionary statements herein.

About Dentalcorp

Dentalcorp is Canada's largest and one of North America's fastest growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. Dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada's most trusted healthcare network. Leveraging its industry-leading technology, know-how and scale, Dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth. To learn more, visit dentalcorp.ca.

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