Item 5. Other Information
Item 5. Other Information.
During the fiscal quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).
Actions to Streamline Operations and Reallocate Resources
We expect to take a series of actions in the second half of fiscal 2025 to streamline operations and reallocate resources to better align with our long-term growth and profitability objectives. Our management, with approvals from our board of directors, as necessary, may determine to realign certain business groups and reduce our global workforce, optimize our manufacturing footprint and dispose of certain manufacturing capital assets.
We expect these actions will incur one-time charges of approximately $150 million to $170 million in the second half of 2025, primarily for the write-down of assets, accelerated depreciation expense, and restructuring charges. The foregoing estimates that we expect to incur in connection with these actions are contingent upon various assumptions and actual results may differ. We may also incur additional costs not currently contemplated due to events related to or resulting from any such action. Our management or board of directors may determine not to pursue certain portions of any of these actions and any actions ultimately pursued may not achieve the benefits currently expected.
54
Table of Contents
Item 6. Exhibits.
(a) Exhibits:
Exhibit
Number
Description Filing Date Exhibit
Number
Filed
herewith
3.1
Amended and Restated Certificate of Incorporation of Align Technology, Inc.
X
3.2
Amended and Restated Bylaws of Align Technology, Inc.
X
10.1
Align Technology, Inc. 2005 Incentive Plan (as amended on May 21 , 202 5 )
8-K 5/21/2025 10.1
31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 †
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
X
† Furnished herewith.
55
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ALIGN TECHNOLOGY, INC.
August 6, 2025 By: /s/ JOSEPH M. HOGAN
Joseph M. Hogan
President and Chief Executive Officer
(Principal Executive Officer)
August 6, 2025 By: /s/ JOHN F. MORICI
John F. Morici
Chief Financial Officer and Executive Vice President, Global Finance (Principal Financial Officer and Principal Accounting Officer)
56
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.