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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 48 added, 70 removed, 152 unchanged (44% of the section changed)

19 unchanged sentences

We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees, consultants, contractors and our agents that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, which is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

In addition, it is our policy that any trades by us will comply with applicable law, including laws with respect to insider trading.

7 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 201(d) and Item 403 of Regulation S-K is incorporated by reference to the sections entitled “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” respectively, contained in the Proxy Statement.

The information required by Item 403 of Regulation S-K is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement.

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 about our common stock that may be issued upon the awards granted to employees, consultants or members of our Board under all existing equity compensation plans, including our 2005 Annual Incentive Plan (“2005 Plan”) and 2010 Employee Stock Purchase Plan (“ESPP”), each as amended, and certain individual arrangements.

Refer to Note 10 “Stockholders’ Equity” of the Notes to Consolidated Financial Statements for a description of our equity compensation plans.

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

1,519,520 (1) $

7,088,161 (2),(3)

Equity compensation plans not approved by security holders

(1) Includes 1,249,704 restricted stock units (“RSUs”), 263,516 market-performance based RSUs (“MSUs”) at 100% target and 6,300 RSUs with performance conditions, which have an exercise price of zero.

(2) Includes 4,608,476 and 1,728,664 shares available for issuance under our 2005 Plan and ESPP, respectively.

We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights or the weighted average exercise price of outstanding rights under the ESPP.

(3) Includes additional 751,021 of potentially issuable MSUs if performance targets are achieved at maximum payout.

Certain Relationships and Related Transactions, and Director Independence.

2 unchanged sentences

The information required by Item 9(e) of Schedule 14A is incorporated by reference to the section entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” contained in the Proxy Statement.

Exhibit and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) Financial Statements

35 unchanged sentences

Amended and Restated Certificate of Incorporation of Align Technology, Inc.

S-1/A (File No.

12/28/2000 3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Align Technology, Inc.

8-K 5/20/2016 3.01

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Align Technology, Inc.

10-Q 8/4/2023 3.1B

Amended and Restated Bylaws of Align Technology, Inc.

8-K 1/17/2024 3.1

2/26/2026 3.1

Form of Specimen Common Stock Certificate

6 unchanged sentences

Align Technology, Inc.

2005 Incentive Plan (as amended and restated May 17, 2023)

8-K 5/18/2023 10.1

Form of RSU A greement under 2005 Incentive Plan ( Officer Form for officers appointed after September 2016)

2005 Incentive Plan (as amended on May 21, 2025)

8-K 5/21/2025 10.1

Form of RSU A greement under 2005 Incentive Plan ( Officer Form for officers appointed prior to September 2016)

10-K 2/28/2020 10.3A

Form of RSU Agreement (CEO)

Form of RSU Agreement under Registrant's 2005 Incentive Plan (Non-employee Director Form)

Form of RSU Agreement under 2005 Incentive Plan (Non-employee Director Form)

10-K 2/28/2020 10.5

1 unchanged sentence

10-K 2/28/2019 10.6

Form of Restricted Stock Unit Agreement under 2005 Incentive Plan (CEO Form)

Form of Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016)

10-Q 5/5/2023 10.2

Form of Restricted Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016)

Form of RSU Agreement under 2005 Incentive Plan (CEO Form)

2/28/2025 10.7

Form of RSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016)

10-Q 5/5/2023 10.2

Form of Option Award Agreement under Registrant's 2005 Incentive Plan

Form of RSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016)

10-Q 5/5/2023 10.3

Form of Market Stock Unit Agreement under Registrant's 2005 I ncentive Plan (Officer Form for MSU awards granted in 2019, 2020 and 2022 to officers appointed after September 2016)

10-K 2/28/2020 10.8

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2019, 2020 and 2022 to officers appointed prior to September 2016)

10-K 2/28/2020 10.8A

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed after September 2016)

10-K 2/26/2021 10.9

Form of Market Stock Unit Agreement under Registrant's 2 005 Incentive Plan (Officer Form for MSU awards granted in 2021 to officers appointed prior to September 2016)

10-K 2/26/2021 10.9A

Form of Market Stock Unit Agreement for CEO (Focal grants)

10-K 2/28/2020 10.9

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (CEO Form )

Form of MSU Agreement under 2005 Incentive Plan (CEO Form )

10-Q 5/5/2023 10.4

Form of Market Stock Uni t Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016)

Form of MSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016)

10-Q 5/5/2023 10.5

Exhibit Number

Description Form Date Exhibit

Form of Market Stock Unit Agreement under Registrant's 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016)

Form of MSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016)

10-Q 5/5/2023 10.6

Form of Employment Agreement entered into by and between Align Technology, Inc.

Form of Employment Agreement by and between Align Technology, Inc.

and each executive officer (non-CEO Form) (for executive officers appointed prior to September 2016)

10-Q 5/8/2008 10.3

Form of Employment Agreement entered into by and between Align Technology, Inc.

Form of Employment Agreement by and between Align Technology, Inc.

and each executive officer (non-CEO Form) (for executive officers appointed after September 2016)

10-K 2/28/2017 10.8

Amended and Restated Chief Executive Officer Employment Agreement , dated as of April 16, 2025, between Align Technology, Inc.

Amended and Restated Chief Executive Officer Employment Agreement, dated April 16, 2015, by and between Align Technology, Inc.

and Joseph Hogan

10-Q 5/1/2015 10.30

Employment Agreement, dated as of April 16, 2025, between Align Technology, Inc.

Employment Agreement, dated November 7, 2016, by and between Align Technology, Inc.

10-Q 11/8/2016 10.2

Form of Indemnification Agreement by and between Align Technology, Inc.

and its Board of Directors and its executive officers

S-1/A (File No.

1/17/2001 10.15

Credit Agreement between Align Technology, Inc.

and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020

and each of its directors and executive officers

Credit Agreement, dated July 21, 2020, by and among Align Technology, Inc.

and the lenders party thereto from time to time and Citibank, N.A., as administrative agent

10-Q 10/30/2020 10.1

First Amendment, dated April 21, 2022, to Credit Agreement between Align Technology, Inc.

First Amendment, dated April 21, 2022, to Credit Agreement by and among Align Technology, Inc.

and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020

10-K 2/27/2023 10.18

Second Amendment, dated December 23, 2022, to Credit Agreement between Align Technology, Inc.

Second Amendment, dated December 23, 2022, to Credit Agreement by and among Align Technology, Inc.

and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020

10-K 2/27/2023 10.19

Fixed Dollar Accelerated Share Repurchase Transaction between Citibank, N.A and Align Technology, Inc.

dated October 26, 2023

2/28/2024 10.26

Subscription Agreement, dated as of April 24, 2023 between Align Technology, Inc.

and Heartland Dental Holding Corporation

10-Q 8/4/2023 10.1

Stockholders' Agreement, dated as of April 24, 2023 by and among Heartland Dental Holding Corporation, Heartland Dental Topco, LLC, KKR Core Holding Company LLC, KKR Partners IV L.P., any Sponsor Group Permitted Transferee as defined in the Agreement and Align Technology, Inc.

10-Q 8/4/2023 10.2

Side Letter, dated as of April 24, 2023 by and among Heartland Dental Holding Corporation, Heartland Dental Topco, LLC, KKR Core Holding Company LLC, KKR Partners IV L.P., any Sponsor Group Permitted Transferee as defined in the Stockholders' Agreement and Align Technology, Inc.

10-Q 8/4/2023 10.3

Share Purchase Agreement, dated September 1, 2023, between Align Holdings GMBH, Align Technology Switzerland GMBH and the Sellers provided therein

Share Purchase Agreement, dated September 1, 2023, by and among Align Holdings GmbH, Align Technology Switzerland GmbH and the Sellers provided therein

10-Q 11/3/2023 10.1

Subscription Agreement, dated as of April 22, 2024, between Align Technology, Inc.

and Heartland Dental Holding Corporation

8/2/2024 10.1

A lign Technology, Inc.

Align Technology, Inc.

Insider Trading Policy

Subsidiaries of Align Technology, Inc.

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

Certification s of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003

Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003

Exhibit Number

Description Form Date Exhibit

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

Certifications of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003

Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

11 unchanged sentences

__________________________________

** Portions of the exhibit, marked by brackets and asterisks [***], have been omitted because the omitted information is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is information that the registrant treats as private or confidential.

† Management contract or compensatory plan or arrangement filed as an Exhibit to this form pursuant to Items 14(a) and 14(c) of Form 10-K.

† Management contract or compensatory plan or arrangement.

Certain information contained in this exhibit has been omitted because it is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is the type that the registrant treats as private or confidential.

t Furnished herewith.

This corrected version of the exhibit supersedes the prior version previously filed with the SEC.

Form 10-K Summary.

7 unchanged sentences

Hogan or John F.

Morici, jointly and severally, his or her attorney-in-fact, each with the full power of substitution, for such person in any and all capacities, to sign any amendments to this Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Morici, jointly and severally, his or her attorney-in-fact, each with the full power of substitution, for such person in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

21 unchanged sentences

Director February 27, 2026

/s/ BRITT VITALONE

February 27, 2026

Britt Vitalone

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures