ALIGN TECHNOLOGY INC 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management’s Annual Report on Internal Control over Financial Reporting. See “Management’s Annual Report on Internal Control over Financial Reporting” in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the fiscal quarter ended December 31, 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance. 97 The information required by Item 401 of Regulation S-K concerning our directors is incorporated by reference to the section entitled “Director Nominees” contained in the Proxy Statement. The information required by Item 401 of Regulation S-K concerning our executive officers is set forth in Part I, Item 1, “Business” contained in this Annual Report on Form 10-K under the section entitled “Information about our Executive Officers.” If applicable, the information required by Item 405 of Regulation S-K concerning delinquent reports under Section 16(a) of the Exchange Act will be incorporated by reference to the section entitled “Delinquent Section 16(a) Reports” contained in the Proxy Statement. The information required by Item 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated by reference to the section entitled “Corporate Governance” contained in the Proxy Statement. Insider Trading Arrangements and Policies 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. 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. Code of Ethics We have a code of ethics (which we call our Global Code of Conduct) that applies to all of our employees, including our principal executive officer, principal financial officer and controller. Our Global Code of Conduct is posted on the investor relations portion of our website at http://investor.aligntech.com within the section captioned “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Global Code of Conduct by posting such information on our website, at the address and location specified above, rather than by filing a Current Report on Form 8-K. Item 11. Executive Compensation. The information required by Item 402 of Regulation S-K is incorporated by reference to the sections entitled “Executive Compensation—Compensation Discussion and Analysis,” “Compensation Tables” and “Director Compensation” contained in the Proxy Statement. The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is incorporated by reference to the sections entitled “Corporate Governance—Committee Responsibilities and Oversight—Compensation and Human Capital Committee—Compensation Committee Interlocks and Insider Participation” and “Compensation and Human Capital Committee Report,” respectively, contained in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. 98 Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 1,519,520 (1) $ 7,088,161 (2),(3) Equity compensation plans not approved by security holders — — — Total 1,519,520 $ 7,088,161 (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. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 404 and Item 407 of Regulation S-K is incorporated by reference to the sections entitled “Certain Relationships and Related Party Transactions” and “Corporate Governance—Board Structure and Independence,” respectively, contained in the Proxy Statement. Item 14. Principal Accountant Fees and Services. 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. 99 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statements 1. Consolidated financial statements The following documents are filed as part of this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm 58 Consolidated Statements of Operations for the year ended December 31, 2025, 2024 and 2023 60 Consolidated Statements of Comprehensive Income for the year ended December 31, 2025, 2024 and 2023 61 Consolidated Balance Sheets as of December 31, 2025 and 2024 62 Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2025, 2024 and 2023 63 Consolidated Statements of Cash Flows for the year ended December 31, 2025, 2024 and 2023 64 Notes to Consolidated Financial Statements 65 2. The following financial statement schedule is filed as part of this Annual Report on Form 10-K: Schedule II—Valuation and Qualifying Accounts and Reserves for the year ended December 31, 2025, 2024 and 2023 All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included. SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Balance at Beginning of Period Additions (Reductions) to Costs and Expenses Write Offs Balance at End of Period (in thousands) Allowance for doubtful accounts: Year Ended December 31, 2023 $ 10,343 $ 8,002 $ ( 3,452 ) $ 14,893 Year Ended December 31, 2024 $ 14,893 $ 8,282 $ ( 4,044 ) $ 19,131 Year Ended December 31, 2025 $ 19,131 $ 18,738 $ ( 3,656 ) $ 34,213 Valuation allowance for deferred tax assets: Year Ended December 31, 2023 $ 23,286 $ ( 8,295 ) $ — $ 14,991 Year Ended December 31, 2024 $ 14,991 $ 4,399 $ — $ 19,390 Year Ended December 31, 2025 $ 19,390 $ ( 7,892 ) $ — $ 11,498 100 (b) The following exhibits are included in this Annual Report on Form 10-K: Exhibit Number Description Form Date Exhibit Number Incorporated by Reference herein Filed herewith 3.1 Amended and Restated Certificate of Incorporation of Align Technology, Inc. 10-Q 8/6/2025 3.1 3.2 Amended and Restated Bylaws of Align Technology, Inc. 8-K 2/26/2026 3.1 4.1 Form of Specimen Common Stock Certificate S-1/A (File No. 333-49932) 1/17/2001 4.1 4.2 Description of the Registered Securities of Align Technology, Inc. * 10.1† Align Technology, Inc. 2010 Employee Stock Purchase Plan (as amended and restated as of May 19, 2021) 8-K 5/20/2021 10.1 10.2† Align Technology, Inc. 2005 Incentive Plan (as amended on May 21, 2025) 8-K 5/21/2025 10.1 10.3† Form of RSU Agreement under 2005 Incentive Plan (Non-employee Director Form) 10-K 2/28/2020 10.5 10.4† Align 2019 Global RSU Agreement 10-K 2/28/2019 10.6 10.5† Form of RSU Agreement under 2005 Incentive Plan (CEO Form) 10-K 2/28/2025 10.7 10.6† Form of RSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016) 10-Q 5/5/2023 10.2 10.7† 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 10.8† Form of MSU Agreement under 2005 Incentive Plan (CEO Form ) 10-Q 5/5/2023 10.4 10.9† Form of MSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016) 10-Q 5/5/2023 10.5 10.10† 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 10.11† 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 10.12† 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 10.13† 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 10.14† Employment Agreement, dated November 7, 2016, by and between Align Technology, Inc. and John F. Morici 10-Q 11/8/2016 10.2 10.15† Form of Indemnification Agreement by and between Align Technology, Inc. and each of its directors and executive officers * 10.16 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 10.17 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 10.18 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 10.19* 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 19.1 Align Technology, Inc. Insider Trading Policy * 21.1 Subsidiaries of Align Technology, Inc. * 101 Exhibit Number Description Form Date Exhibit Number Incorporated by Reference herein Filed herewith 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm * 31.1 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 * 31.2 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 * 32.1 t Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 * 97.1 Align Technology, Inc. Clawback Policy 10-K 2/28/2024 97.1 101.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). * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * __________________________________ † 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. Item 16. Form 10-K Summary. None. 102 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ JOSEPH M. HOGAN Joseph M. Hogan President and Chief Executive Officer Date: February 27, 2026 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Joseph M. 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 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. Signature Title Date /s/ JOSEPH M. HOGAN President, Chief Executive Officer and Director ( Principal Executive Officer ) February 27, 2026 Joseph M. Hogan /s/ JOHN F. MORICI Chief Financial Officer and Executive Vice President, Global Finance ( Principal Financial Officer and Principal Accounting Officer ) February 27, 2026 John F. Morici /s/ KEVIN T. CONROY Director February 27, 2026 Kevin T. Conroy /s/ KEVIN J. DALLAS Director February 27, 2026 Kevin J. Dallas /s/ JOSEPH LACOB Director February 27, 2026 Joseph Lacob /s/ C. RAYMOND LARKIN, JR. Chairman of the Board February 27, 2026 C. Raymond Larkin, Jr. /s/ GEORGE J. MORROW Director February 27, 2026 George J. Morrow /s/ ANNE M. MYONG Director February 27, 2026 Anne M. Myong /s/ MOJDEH POUL Director February 27, 2026 Mojdeh Poul /s/ ANDREA L. SAIA Director February 27, 2026 Andrea L. Saia /s/ SUSAN E. SIEGEL Director February 27, 2026 Susan E. Siegel /s/ BRITT VITALONE Director February 27, 2026 Britt Vitalone 103