What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 228 added, 314 removed, 581 unchanged (48% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net revenues $ 1,040,087 $ 979,262

4 unchanged sentences

Research and development 98,658 97,201

Restructuring and other charges 31,827 — 31,827 —

Legal settlement loss — 66 4,178 31,193

Legal settlements

Total operating expenses 594,632 549,008

18 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 112,771 $ 93,230

1 unchanged sentence

Change in foreign currency translation adjustment, net of tax ( 5,295 ) 12,199

Change in unrealized gains (losses) on investments, net of tax — 159 — 605

Other comprehensive income

Other comprehensive income (loss)

( 5,295 ) 12,199

4 unchanged sentences

(in thousands, except per share data)

September 30,

2026 December 31,

6 unchanged sentences

Assets held for sale

39,832 27,983

Total current assets 2,655,430 2,616,562

23 unchanged sentences

Additional paid-in capital 1,530,934 1,509,595

Accumulated other comprehensive income (loss), net 65,372 5,978

Accumulated other comprehensive income, net

70,093 75,388

Retained earnings 2,548,385 2,464,157

6 unchanged sentences

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total

Three Months Ended September 30, 2025

Shares Amount

Balance as of June 30, 2025

72,486 $ 7 $ 1,426,541 $ 61,187 $ 2,425,044 $ 3,912,779

Net income — — — — 56,753 56,753

Net change in foreign currency translation adjustment — — — 4,185 — 4,185

Issuance of common stock relating to employee equity compensation plans 80 — 7,839 — — 7,839

Tax withholdings related to net share settlements of equity awards ( 3 ) — ( 402 ) — — ( 402 )

Common stock repurchased and retired ( 523 ) — ( 7,209 ) — ( 64,864 ) ( 72,073 )

Stock-based compensation — — 48,377 — — 48,377

Balance as of September 30, 2025

72,040 $ 7 $ 1,475,146 $ 65,372 $ 2,416,933 $ 3,957,458

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Shares Amount

7 unchanged sentences

Stock-based compensation — — 40,924 — — 40,924

Balance as of September 30, 2025

72,040 $ 7 $ 1,475,146 $ 65,372 $ 2,416,933 $ 3,957,458

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total

Three Months Ended September 30, 2024

Shares Amount

Balance as of June 30, 2024

74,696 $ 7 $ 1,276,298 $ 25,041 $ 2,456,562 $ 3,757,908

Net income — — — — 115,963 115,963

Net change in unrealized gains (losses) from investments — — — 159 — 159

Net change in foreign currency translation adjustment — — — 10,713 — 10,713

Issuance of common stock relating to employee equity compensation plans 63 — 10,942 — — 10,942

Tax withholdings related to net share settlements of equity awards ( 2 ) — ( 370 ) — — ( 370 )

Stock-based compensation — — 49,039 — — 49,039

Balance as of September 30, 2024

Balance as of March 31, 2026

71,617 $ 7 $ 1,530,934 $ 70,093 $ 2,548,385 $ 4,149,419

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Shares Amount

2 unchanged sentences

Net income — — — — 93,230 93,230

Net change in unrealized gains (losses) from investments — — — 605 — 605

Net change in foreign currency translation adjustment — — — 12,199 — 12,199

2 unchanged sentences

Common stock repurchased and retired ( 1,086 ) — ( 14,756 ) — ( 187,744 ) ( 202,500 )

Equity forward contract related to accelerated stock repurchase — — 49,527 — ( 49,527 ) —

Stock-based compensation — — 44,997 — — 44,997

Balance as of September 30, 2024

Balance as of March 31, 2025

73,057 $ 7 $ 1,386,807 $ 18,177 $ 2,389,252 $ 3,794,243

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Non-cash operating lease cost 10,062 9,457

Impairment loss on Assets held for sale

Impairment of equity investment 85 115

Gain on Assets held for sale

Fair value adjustment for equity investment

Other non-cash operating activities 7,309 2,950

12 unchanged sentences

Purchase of property, plant and equipment ( 30,785 ) ( 25,289 )

Proceeds from maturities of marketable securities — 25,660

Proceeds from sales of marketable securities — 18,193

Investment in convertible notes

Purchase of equity investments ( 50,491 ) —

Other investing activities — 235

Net cash used in investing activities ( 131,581 ) ( 25,289 )

6 unchanged sentences

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 6,387 ) 8,480

Net (decrease) increase in cash, cash equivalents, and restricted cash

Net decrease in cash, cash equivalents, and restricted cash

( 35,054 ) ( 170,889 )

10 unchanged sentences

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other future period, and we make no representations related thereto.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other future period, and we make no representations related thereto.

Use of Estimates

4 unchanged sentences

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

In the third quarter of 2025, we committed to a plan to dispose of, other than by sale, specifically identified manufacturing assets prior to the end of their estimated useful lives.

We anticipate completing the disposition of these assets by December 31, 2025.

In connection with the 2025 Restructuring activities discussed in Note 14 “Restructuring and Other Charges,” we committed to a plan to dispose of, other than by sale, specifically identified manufacturing assets prior to the end of their estimated useful lives during the third quarter of 2025.

Accordingly, we have revised the estimated useful lives of these assets to reflect our use through the disposal date.

In the three and nine months ended September 30, 2025, we recorded $ 13.7 million of depreciation expense related to these assets.

The increase in depreciation expense negatively impacted Net income, net of tax, by $ 8.2 million or $ 0.11 per basic and diluted share and $ 9.2 million or $ 0.13 per basic and diluted share for the three and nine months ended September 30, 2025, respectively.

For the three months ended March 31, 2026, we recorded $ 15.6 million of accelerated depreciation expense related to these assets.

The increase in depreciation expense negatively impacted Net income, net of tax, by $ 11.8 million or $ 0.17 per basic share and $ 0.16 per diluted share.

We have materially completed the disposition of these assets as of March 31, 2026.

Certain Risks and Uncertainties

3 unchanged sentences

The Company maintains its cash and cash equivalents in bank accounts that exceed federally insured FDIC limits.

Through September 30, 2025, the Company has not experienced any material credit losses on such deposits.

Through March 31, 2026, the Company has not experienced any material credit losses on such deposits.

We purchase certain inventory from sole suppliers.

3 unchanged sentences

(i) New Accounting Pronouncements Recently Adopted

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 (“ASU 2023-07”), “Improvements to Reportable Segment Disclosures.

” The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment

expenses and other segment expenses.

For public business entities, the provisions of ASU 2023-07 were effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

We adopted this standard in the fiscal year ended December 31, 2024 .

See Note 14 “ Segments and Geographical Information.”

On July 30, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05 (“ASU 2025-05”), “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments in this update provide a practical expedient for entities estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606,

R evenue from Contracts with Customers .

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets.

The guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis.

The adoption of ASU 2025-05 did not have a material impact on the financial statements and related disclosures.

(ii) Recent Accounting Pronouncements Not Yet Effective

On September 29, 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract," which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract.

The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those periods.

Early adoption is permitted.

The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.

On September 18, 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software.” The amendments in this ASU simplify the accounting for internal-use software by eliminating the existing project development stages and introducing new guidance for evaluating the probable-to-complete threshold for capitalization.

3 unchanged sentences

The Company is evaluating the effect of this pronouncement on its annual consolidated financial statements.

On December 14, 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.

” The amendments in this ASU require a public entity to disclose in tabular format, using both percentages and reporting currency amounts, specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold.

The amendments in this ASU also require taxes paid (net of refunds received) to be disaggregated by federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

For public business entities, the provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024.

ASU 2023-09 will impact our accounting for income tax financial statement disclosure beginning with our annual report on Form 10-K for the year ending December 31, 2025, but will not impact our consolidated balance sheets, statements of operations or statements of cash flows.

We plan to adopt ASU 2023-09 on a prospective basis.

On November 4, 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures.

6 unchanged sentences

Cash, Cash Equivalents and Marketable Securities

The following tables summarize our cash, cash equivalents and marketable securities balances in our Condensed Consolidated Balance Sheets as of September 30, 2025 and Consolidated Balance Sheets as of December 31, 2024 (in thousands):

September 30, 2025 Amortized

The following tables summarize our cash, cash equivalents and marketable securities balances in our Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 Amortized

Losses Fair Value Cash and Cash Equivalents

9 unchanged sentences

Money market funds 308,940 — — 308,940 308,940

Certificates of deposit 15,917 — — 15,917 15,917

Total $ 1,094,908 $ — $ — $ 1,094,908 $ 1,094,908

We had no short-term or long-term marketable securities as of September 30, 2025 or December 31, 2024.

We had no short-term or long-term marketable securities as of March 31, 2026 or December 31, 2025.

Fair Value Measurements

7 unchanged sentences

Level 3 — Inputs to the valuation techniques that are unobservable for the assets or liabilities.

The following tables summarize our financial assets measured at fair value as of September 30, 2025 and December 31, 2024 (in thousands):

The following tables summarize our financial assets measured at fair value as of March 31, 2026 and December 31, 2025 (in thousands):

Description Balance as of

September 30, 2025

March 31, 2026

Cash equivalents:

1 unchanged sentence

Certificate of deposits 15,612 15,612

16,392 16,392

$ 207,177 $ 207,177

Total $ 198,951 $ 198,951

Description Balance as of

2 unchanged sentences

Money market funds $ 308,940 $ 308,940

$ 291,464 $ 291,464

Certificate of deposits 15,917 15,917

Total $ 324,857 $ 324,857

We have investments in convertible notes of $ 40.5 million that are classified as loans receivable and measured on an amortized cost basis, net of an allowance for credit losses and included in Other assets within our Condensed Consolidated Balance Sheets.

The instruments are classified within Level 3 of the fair value hierarchy as the fair value is derived from techniques in which one or more significant inputs are unobservable.

As of March 31, 2026, the carrying value of our loans receivable approximated the fair value.

We had no Level 2 instruments as of March 31, 2026 or December 31, 2025.

Accounts Receivable Factoring

2 unchanged sentences

We account for these transactions as sales of financial assets and include the cash proceeds as a part of our cash flows from operations in the Condensed Consolidated Statements of Cash Flows.

Total accounts receivable sold under factoring arrangements were $ 10.0 million and $ 8.2 million during the three months ended September 30, 2025 and 2024, respectively, and $ 34.6 million and $ 34.2 million during the nine months ended September 30, 2025 and 2024, respectively.

Total accounts receivable sold under factoring arrangements were $ 11.2 million and $ 6.4 million during the three months ended March 31, 2026 and 2025, respectively.

Factoring fees on the sales of receivables were recorded in Other income (expense), net in our Condensed Consolidated Statements of Operations and were not material.

4 unchanged sentences

Additionally, we adjust the carrying value of our investments in equity securities for observable transactions for identical or similar investments of the same issuer.

On April 24, 2023 and April 22, 2024, we entered into Subscription Agreements (the “Subscription Agreements”) with Heartland Dental Holding Corporation (“Heartland”).

Pursuant to the Subscription Agreements we acquired less than a 5 % equity interest in Heartland through the purchase of Class A Common Stock for $ 150 million in total.

In the fourth quarter of 2024, we recorded a $ 6 million increase to the carrying value of our investment, which increased the total carrying value of our investment in Heartland to $ 156 million.

On April 24, 2023 and April 22, 2024, we entered into Subscription Agreements (the “Heartland Subscription Agreements”) with Heartland Dental Holding Corporation (“Heartland”).

Pursuant to the Subscription Agreements, we acquired less than a 5 % equity interest in total through the purchase of Class A Common Stock for $ 150.0 million ($ 75.0 million each in April 2023 and April 2024).

In the fourth quarters of 2024 and 2025, we recorded a $ 6.0 million and $ 18.0 million increase to the carrying value of our Heartland investment, respectively.

These adjustments increased the total carrying value of our investment in Heartland to $ 174.0 million as of December 31, 2025.

On March 19, 2026, we entered into a new Subscription Agreement with Heartland (the “March 2026 Subscription Agreement”).

Pursuant to the March 2026 Subscription Agreement, we acquired additional Class A Common Stock for $ 50.0 million.

Following this investment, our total equity interest in Heartland was still less than 5 %.

Based on a review of the relevant facts and circumstances, primarily observable transactions for identical investments, we recorded a $ 7.7 million increase to the carrying value of our Heartland investment in the first quarter of 2026.

The total carrying value of our investment in Heartland was $ 231.7 million as of March 31, 2026.

On December 19, 2024 and June 5, 2025, we entered into Subscription Agreements (the “Smile Doctors Subscription Agreements”) with New SD Holding Company, L.P.

(“SD Holding Company”).

Pursuant to the Smile Doctors Subscription Agreements we acquired less than a 3 % equity interest in SD Holding Company through the purchase of Class A Common Units for $ 40 million in total.

Pursuant to the Smile Doctors Subscription Agreements, we acquired less than a 3 % equity interest through the purchase of Class A Common Units for $ 40 million.

SD Holding Company owns a controlling interest, through intermediary entities, in Smile Doctors, LLC.

Based on a review of the relevant facts and circumstances, primarily observable transactions for identical investments, we determined that no adjustments to the carrying values of our investments were necessary for the three or nine months ended September 30, 2025.

Based on a review of the relevant facts and circumstances, primarily observable transactions for identical investments, we determined that no adjustment to the carrying value of our investment was necessary for the three months ended March 31, 2026.

Our investments in privately held companies in which we can exercise significant influence are accounted for as equity method investments.

We have elected to account for our equity method investments under the fair value option.

As of March 31, 2026, we did not hold any material investments in which we exercised significant influence.

The carrying value of our investments in equity securities and equity method investments are reported in our Condensed Consolidated Balance Sheets as Other assets and any price adjustments or impairment, if any, are recorded in Other income (expense), net in our Condensed Consolidated Statements of Operations.

2 unchanged sentences

These forward contracts are classified within Level 2 of the fair value hierarchy.

As a result of the settlement of foreign currency forward contracts, we recognized a net gain of $ 3.3 million and a net loss of $ 24.5 million during the three months ended September 30, 2025 and 2024, respectively, and a net loss of $ 35.3 million and a net gain $ 2.7 million, respectively, during the nine months ended September 30, 2025 and 2024.

As a result of the settlement of foreign currency forward contracts, we recognized a net gain of $ 8.0 million and a net loss of $ 11.5 million during the three months ended March 31, 2026 and 2025, respectively.

Recognized gains and losses from the settlement of foreign currency forward contracts are recorded in Other income (expense), net in our Condensed Consolidated Statements of Operations.

As of September 30, 2025 and December 31, 2024, the fair value of outstanding foreign exchange forward contracts was no t material.

The following tables present the gross notional value of all our foreign exchange forward contracts outstanding as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

As of March 31, 2026 and December 31, 2025, the fair value of outstanding foreign exchange forward contracts was no t material.

The following tables present the gross notional value of all our foreign exchange forward contracts outstanding as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

Local Currency Amount Notional Contract Amount (USD)

1 unchanged sentence

Canadian Dollar C$ 87,800 63,105

British Pound £ 39,700 53,324

Polish Zloty PLN 176,500 47,451

British Pound £ 35,500 47,032

Israeli Shekel ILS 80,500 25,479

1 unchanged sentence

Brazilian Real R$ 88,000 16,726

Chinese Yuan ¥ 39,800 5,784

Swiss Franc CHF 2,700 3,386

New Taiwan Dollar NT$ 106,600 3,306

Australian Dollar A$ 4,800 3,177

New Zealand Dollar NZ$ 4,700 2,697

Korean Won ₩ 3,870,000 2,529

Chinese Yuan ¥ 15,000 2,108

Australian Dollar A$ 3,400 2,337

Czech Koruna Kč 13,700 645

Total notional contract amount $ 501,699

2 unchanged sentences

Euro € 183,700 $ 215,895

Polish Zloty PLN 283,000 68,633

Canadian Dollar C$ 90,000 65,802

British Pound £ 38,500 51,782

Polish Zloty PLN 174,800 48,605

Israeli Shekel ILS 80,500 25,283

Chinese Yuan ¥ 164,500 22,417

Brazilian Real R$ 83,100 13,327

Japanese Yen ¥ 3,200,000 20,447

Brazilian Real R$ 63,500 11,440

Chinese Yuan ¥ 52,000 7,461

Swiss Franc CHF 4,200 5,316

New Zealand Dollar NZ$ 7,000 3,924

Czech Koruna Kč 72,800 3,004

Australian Dollar A$ 3,800 2,355

New Taiwan Dollar NT$ 121,500 3,851

New Zealand Dollar NZ$ 6,020 3,474

Korean Won ₩ 4,600,000 3,207

Australian Dollar A$ 3,500 2,337

Czech Koruna Kč 26,000 1,262

Total notional contract amount $ 466,162

1 unchanged sentence

Inventories consist of the following (in thousands):

September 30,

2026 December 31,

3 unchanged sentences

Total inventories $ 214,944 $ 226,343

During the three months ended September 30, 2025, we recognized an impairment loss on inventory of $ 14.9 million to adjust our inventory balance to its net realizable value.

This loss was recorded in Cost of net revenues in our Condensed Consolidated Statements of Operations.

Prepaid expenses and other current assets consist of the following (in thousands):

September 30,

2026 December 31,

Value added tax receivables 1

$ 51,387 $ 55,819

Prepaid expenses 107,260 62,478

1 unchanged sentence

Total prepaid expenses and other current assets $ 215,706 $ 165,571

1 Refer to Note 7 "Commitments and Contingencies" of the Notes to Condensed Consolidated Financial Statements for discussion of tax matter.

Accrued liabilities consist of the following (in thousands):

September 30,

2026 December 31,

1 unchanged sentence

Accrued expenses 67,676 61,049

Accrued income taxes 39,522 48,808

Accrued professional fees 48,270 12,245

Accrued sales and marketing expenses 35,012 29,941

Accrued income taxes 34,916 44,049

Current operating lease liabilities 32,622 31,939

3 unchanged sentences

Accrued warranty, which is included in the “Other accrued liabilities” category of the Total accrued liabilities table above, consists of the following activity (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Balance at beginning of period $ 24,411 $ 31,211

3 unchanged sentences

Deferred revenues consist of the following (in thousands):

September 30,

2026 December 31,

5 unchanged sentences

1 Included in Other long-term liabilities within our Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2025 and 2024, we recognized $ 995.7 million and $ 977.9 million of net revenues, respectively, of which $ 200.0 million and $ 199.0 million was included in the deferred revenues balance at December 31, 2024 and 2023, respectively.

During the nine months ended September 30, 2025 and 2024, we recognized $ 2,987.4 million and $ 3,003.8 million of net revenues, respectively, of which $ 675.3 million and $ 658.2 million was included in the deferred revenues balance at December 31, 2024 and 2023, respectively.

Our unfulfilled performance obligations, including deferred revenues and backlog, as of September 30, 2025 were $ 1,383.3 million.

During the three months ended March 31, 2026 and 2025, we recognized $ 1,040.1 million and $ 979.3 million of net revenues, respectively, of which $ 246.4 million and $ 246.0 million was included in the deferred revenues balance at December 31, 2025 and 2024, respectively.

Our unfulfilled performance obligations, including deferred revenues and backlog, as of March 31, 2026 were $ 1,314.3 million.

These performance obligations are expected to be fulfilled over a period of up to five years .

Business Combination

On January 2, 2024 (the “Cubicure Acquisition Date”), we completed the acquisition of privately held Cubicure GmbH (“Cubicure”) (the “Cubicure Acquisition”) .

Cubicure is an Austrian company and specializes in direct 3D printing solutions for polymer additive manufacturing that develops, produces and distributes innovative materials, equipment and processes for 3D printing solutions.

The Cubicure Acquisition is intended to support and scale our strategic innovation roadmap and strengthen the Align Digital Platform.

In fiscal year 2021, we acquired a 9.04 % equity interest in Cubicure.

Subsequently, on the Cubicure Acquisition Date, we acquired the remaining equity of Cubicure.

Prior to the acquisition, we also had technology license and joint development agreements with Cubicure.

The fair value of consideration transferred in the acquisition is shown in the table below (in thousands):

Cash paid to Cubicure stockholders $ 80,142

Fair value of pre-existing equity interest ownership 7,968

Settlement of pre-existing relationship - accounts payable ( 2,316 )

Total purchase consideration paid $ 85,794

The Cubicure Acquisition was accounted for as a business combination under ASC Topic 805, Business Combinations ( “ASC 805”) that was achieved in stages.

As a result of the Cubicure Acquisition, we remeasured our pre-existing equity interest in Cubicure at fair value prior to the Cubicure Acquisition.

Based on the fair value of this equity interest, derived from the purchase price, we estimated the fair value of our 9.04 % pre-existing investment in Cubicure to be approximately $ 8.0 million.

The remeasurement resulted in the recognition of a pre-tax gain of $ 4.1 million, which was reflected as a component of Other income (expense), net within our Condensed Consolidated Statements of Operations.

In 2021, we initiated Joint development (“JDA”) and Technology license agreements (“TLA”) to provide us with access to Cubicure’s technology.

The settlement of the JDA and TLA were concluded to be at market terms on the Cubicure Acquisition Date;

therefore, no gain or loss was recorded related to the settlement of these contracts.

We also had accounts payable from the pre-existing arrangements with Cubicure of $ 2.3 million, which were effectively settled and reduced from the purchase consideration of the Cubicure Acquisition.

The allocation of purchase price to assets acquired and liabilities assumed is as follows (in thousands):

Working capital $ 1,039

Property & equipment 975

Developed technology 47,000

Other non-current asset 1,483

Other liabilities ( 12,279 )

Goodwill 47,576

Total $ 85,794

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, and represents the value associated with future technology, future customer relationships and the knowledge and experience of the workforce in place.

None of this goodwill is deductible for tax purposes.

We allocated all goodwill to our Clear Aligner reporting unit.

As part of the Cubicure Acquisition, we acquired a developed technology intangible asset.

The acquired developed technology had an estimated fair value of $ 47.0 million as of the Cubicure Acquisition Date and will be amortized over a useful life of thirteen years .

The fair value of developed technology was estimated under the Multi-Period Excess Earnings Method and the fair value estimates for developed technology include significant assumptions in the prospective financial information which include, but are not limited to, the projected future cash flows associated with the technology, the asset's life cycle and a present value factor.

Acquisition related costs are recognized separately from the business combination and are expensed as incurred.

Acquisition related costs were not material.

Our Condensed Consolidated Financial Statements include the operating results of Cubicure from the Cubicure Acquisition Date.

Separate post-acquisition operating results and pro forma results of operations for this acquisition have not been presented as the effect is not material to our consolidated financial results.

Goodwill and Intangible Assets

The change in the carrying value of goodwill for the nine months ended September 30, 2025, categorized by reportable segment, is as follows (in thousands):

The change in the carrying value of goodwill for the three months ended March 31, 2026, categorized by reportable segment, is as follows (in thousands):

Clear Aligner Systems and Services Total

1 unchanged sentence

$ 164,255 $ 327,578 $ 491,833

Additions from acquisition 1

— 18,592 18,592

Foreign currency translation adjustments

( 1,615 ) ( 5,769 ) ( 7,384 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 162,640 $ 340,401 $ 503,041

Finite-Lived Intangible Assets

Acquired finite-lived intangible assets, excluding intangibles that were fully amortized, are as follows (in thousands):

1 We recorded $ 18.6 million of goodwill within the Systems and Services segment for an immaterial acquisition that was completed in the first quarter of 2026.

The amount recorded is based on preliminary estimates of the fair values of assets acquired and liabilities assumed and is subject to adjustment during the measurement period.

Intangible Assets

Acquired intangible assets, excluding intangibles that were fully amortized, are as follows (in thousands):

Weighted Average Amortization Period

(in years) Gross Carrying Amount as of

September 30, 2025

Amortization Accumulated

Impairment Loss Net Carrying

September 30, 2025

March 31, 2026

Amortization Net Carrying

March 31, 2026

Existing technology 11 $ 146,651 $ ( 70,849 ) $ 75,802

3 unchanged sentences

Patents 12 480 ( 330 ) 150

Total finite-lived intangible assets

178,431 $ ( 92,479 ) 85,952

In-process research and development 1

12,554 12,554

Foreign currency translation adjustments 2,312

Total intangible assets, net

1 The Weighted Average Amortization Period decreased from 10 years to 7 years due to an intangible asset with a useful life of 15 years becoming fully amortized during the first quarter of 2025.

1 In connection with the immaterial acquisition completed during the first quarter of 2026, the Company recorded $ 12.6 million in acquired in-process research and development within the Systems and Services segment.

Weighted Average Amortization Period

1 unchanged sentence

Amount as of December 31, 2025

Accumulated Impairment Loss Net Carrying

December 31, 2025

2 unchanged sentences

Trademarks and tradenames 1

7 9,800 ( 8,050 ) 1,750

Patents 12 480 ( 320 ) 160

2 unchanged sentences

Total intangible assets, net

The total estimated future amortization expense for these acquired finite-lived intangible assets as of September 30, 2025 is as follows (in thousands):

1 The weighted average amortization period decreased from 10 years to 7 years due to an intangible asset with a useful life of 15 years becoming fully amortized during the first quarter of 2025.

The total estimated future amortization expense for the acquired finite-lived intangible assets as of March 31, 2026 is as follows (in thousands):

Fiscal Year Ending December 31, Amortization

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Total $ 85,952

Amortization expense for the three months ended September 30, 2025 and 2024 was $ 4.8 million and $ 4.6 million, and amortization expense for the nine months ended September 30, 2025 and 2024 was $ 14.0 million and $ 14.2 million, respectively.

Amortization expense for the three months ended March 31, 2026 and 2025 was $ 4.8 million and $ 4.6 million, respectively.

Credit Facility

We maintain a credit facility, as amended in December 2022, that includes a $ 300.0 million unsecured revolving line of credit and a $ 50.0 million letter of credit sub-limit.

The facility matures on December 23, 2027 and accrues interest, at our election, based on either the Secured Overnight Financing Rate (“SOFR”) for the applicable period or a base rate, in each case plus an applicable margin.

We maintain a credit facility, as amended in March 2026, that includes a $ 300.0 million unsecured revolving line of credit and a $ 50.0 million letter of credit sub-limit.

The facility matures on December 23, 2027 and loans under the facility accrue interest, at our election, based on either the Secured Overnight Financing Rate (“SOFR”) for the applicable period or a base rate, in each case plus an applicable margin.

The facility includes financial covenants and performance requirements.

As of September 30, 2025, we had no outstanding borrowings under the facility and were in compliance with the terms and conditions of the facility in all material respects.

As of March 31, 2026, we had no outstanding borrowings under the facility and were in compliance with the terms and conditions of the facility in all material respects.

Legal Proceedings

Under Securities and Exchange Commission Regulation S-K, Item 103, we are required to briefly describe any material pending legal proceedings other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our or our subsidiaries’ property is subject.

The descriptions below are intended to comply with such regulations based on information reasonably known to us as of the date of this Quarterly Report on Form 10-Q.

These descriptions are not intended to imply or predict outcomes in any of the matters described or any other litigation or disputes to which we are or may hereafter be a party.

We are currently unable to predict the outcome of these lawsuits or any future litigation, and therefore we cannot determine the likelihood of loss, if any, nor estimate a range of possible loss.

During the three months ending March 31, 2026, we accrued $ 30.6 million for legal settlements.

Antitrust Class Actions

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District Court for the Northern District of California on behalf of herself and a putative class of similarly situated individuals seeking treble monetary damages, interest, costs, attorneys’ fees, and injunctive relief relating to our alleged market activities in alleged clear aligner and intraoral scanner markets based on Section 2 of the Sherman Act.

Plaintiffs have since filed several amended complaints adding new plaintiffs, various state law claims and allegations based on Section 1 of the Sherman Act.

Plaintiffs have since filed several amended complaints adding new plaintiffs and various state law claims.

On November 29, 2023, the court certified a class of indirect purchasers of Invisalign between July 1, 2018 and December 31, 2023 and a class of indirect purchasers of Invisalign seeking injunctive relief.

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Oral argument was held on April 10, 2025.

We are currently unable to predict the outcome of these lawsuits and therefore we cannot determine the likelihood of loss, if any, nor estimate a range of possible loss.

In June 2024, we reached a settlement in principle with the Section 1 plaintiffs to resolve all remaining claims in the Section 1 lawsuit.

In March 2025, Align and plaintiffs agreed to a revised settlement to resolve all Section 1 claims for a $ 31.75 million cash payment.

On May 28, 2025, the court granted preliminary approval of the proposed settlement.

The Final Approval/Fairness hearing has been set for November 20, 2025.

We are unable to predict the timeline or outcome of the court’s final approval decision.

We continue to believe that plaintiffs’ Section 1 claims are without merit and remain ready to vigorously defend ourselves against those claims.

During the quarter ended September 30, 2025, Align issued a payment for the full settlement amount, $ 31.75 million, consisting of $ 27.5 million accrued as of December 31, 2024 and an additional loss accrual of $ 4.25 million in the first quarter of 2025, to an escrow agency in accordance with the court's preliminary approval.

Straumann Litigation

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and Institut Straumann AG, (collectively the “Defendants”).

The complaint asserted claims of false advertising, unfair competition, civil conspiracy and infringement of our patents related to aligner material, treatment planning, and intraoral scanner technologies.

Among other things, the complaint seeks relief enjoining Defendants’ infringement of multiple of our multilayer material patents through Defendants’ manufacture, sale and offer for sale of aligners made with Zendura FLX/ClearQuartz materials.

On August 29, 2025 Align filed an amended complaint for damages and injunctive relief.

The complaint asserted infringement of our patents related to aligner material, treatment planning, and intraoral scanner technologies.

Among other things, the complaint seeks relief enjoining the Defendants’ infringement of multiple Align multilayer material patents through Defendants’ manufacture, sale and offer for sale of aligners made with Zendura FLX/ClearQuartz materials.

On September 12, 2025, Defendants filed a motion to dismiss the amended complaint.

That motion to dismiss remains pending.

Defendants are also seeking to invalidate all of our asserted patents at the district court and United States Patent and Trial Appeal Board.

On July 9, 2024, Defendants filed counterclaims against us alleging antitrust violations, false advertising, unfair competition and breach of contract.

Defendants are also seeking to invalidate all of our asserted patents at the district court.

On July 9, 2024, Defendants filed counterclaims against us alleging antitrust violations and unfair competition.

Among other things, the counterclaims seek injunctive relief and money damages.

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On September 26, 2025, Align filed a motion to dismiss the amended counterclaims.

That motion remains pending.

On April 10, 12 and 14, 2025, the Defendants filed eight inter partes review (“IPR”) petitions with the United States Patent Trial and Appeal Board (“PTAB”), alleging that eight of the patents asserted by Align against the Defendants are unpatentable.

That motion is still pending.

On March 24, 2026, both Plaintiffs and Defendants filed summary-judgment and Daubert motions.

Briefing is ongoing.

The matter is currently set for trial beginning on June 22, 2026.

On April 10, 12 and 14, 2025, Defendants filed eight inter partes review (“IPR”) petitions with the United States Patent Trial and Appeal Board (“PTAB”), alleging that eight of the patents asserted by Align against the Defendants are unpatentable.

On October 23, 2025, the PTAB issued decisions denying institution of two of Defendants eight IPRs.

On October 23, 2025, the PTAB issued a decision instituting proceedings on one of the IPRs.

Decisions on the remaining five IPRs are expected on or before November 8, 2025.

On October 23, October 27, October 30, and November 6, 2025, the PTAB issued decisions instituting proceedings on the remaining six IPRs.

We anticipate that the final decisions from the PTAB on each IPR will be issued no later than November 9, 2026.

We believe the petitions are without merit and intend to defend ourselves vigorously.

We believe Defendants’ counterclaims are without merit and intend to vigorously defend ourselves.

We are currently unable to predict the outcome of this lawsuit and cannot determine the likelihood of loss, if any, nor estimate a range of possible loss.

Angelalign Technology, Inc.

On August 15, 2025, we initiated two actions in the European Union Patent Court against Angelalign Technology, Inc.;

Angelalign Litigation

On August 15, 2025, we initiated two actions in the European Unified Patent Court against various Angelalign entities including Angelalign Technology, Inc.;

Angelalign France Technology SASU;

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Italy Angelalign Technology S.R.L.

Shanghai EA Medical Instruments Co., Ltd.

(collectively the “Defendants”) for infringing certain patens related to use interface and attachments.

The Defendants responded in one action on October 23, 2025, and have yet to respond to the other.

On August 18, 2025, we filed a lawsuit in the U.S.

District Court for the Eastern District of Texas against Angelalign Technology Inc., Wuxi EA Medical Instruments Technologies Ltd., Wuxi EA Bio-Tech Co., Ltd., and Shanghai EA Medical Instruments Co., Ltd (collectively the “Defendants”).

The complaint alleges that the Defendants infringed our patents related to multilayer materials, bite ramps, and power ridges.

Defendants have not yet responded to the complaint.

On August 18, 2025, we initiated two actions in the China Intermediate People’s Court against Shanghai Angelalign Medical Devices Co., Ltd., Wuxi Angelalign Medical Device Technology Co., Ltd., and Wuxi Angelalign Biotechnology Co., Ltd (collectively the “Chinese Defendants”) for infringing patents related to attachments and force-based treatment planning.

On September 10, 2025, we filed another action against the Chinese Defendants alleging infringement of our patent related to extraction site closure.

The Chinese Defendants have yet to respond to the complaints.

On September 23, 2025, we filed a complaint at the U.S.

International Trade Commission (“ITC”) against Angelalign Technology Inc., Wuxi EA Medical Instruments Technologies Ltd., Wuxi EA Bio-Tech Co., Ltd., Shanghai EA Medical Instruments Co., Ltd., and USA Angelalign Technology Corp.

(collectively, “Respondents”).

The complaint alleges that Respondents are violating 19 U.S.C.

§ 1337 (“Section 337”) through unlawful and unauthorized importation and sale of clear aligners that infringe claims of our patents related to multilayer materials, bite ramps, and power ridges.

The complaint seeks an exclusion order blocking Respondents’ importation of the infringing clear aligners into the U.S., and a cease-and-desist order prohibiting Respondent from selling, marketing, and transferring the infringing clear aligners within the U.S.

The ITC has yet to institute this investigation and has ceased regular operations during the government shutdown.

Respondents have yet to appear.

and Shanghai EA Medical Instruments Co., Ltd.

One of these actions, alleging infringement of a patent related to user interfaces for treatment planning, sought provisional measures (i.e., provisional remedies) including a preliminary injunction.

The other action alleged infringement of a patent related to the “power ridge” feature of clear aligners.

Subsequently, on November 27, 2025, we initiated a third action in the Unified Patent Court against the same entities seeking provisional measures for infringement of a patent related to treatments in complex cases.

The accused entities challenged the validity of the asserted patent in each of these actions.

On January 13, 2026,

Angelalign Technology (Germany) GmbH filed an action in the European Patent Office challenging the validity of the treatment-planning patent referenced above.

On February 12, 2026, the Unified Patent Court issued its decision in the provisional-measures action related to treatment planning, entering a preliminary injunction in Align’s favor and against Angel that prohibits Angel from using its “Live Now” feature, a user interface for treatment planning.

Angel must pay € 20,000 EUR per day or cease offering this infringing software feature.

Angel was also ordered to pay interim costs of € 400,000 EUR to Align.

Angel has appealed the decision issued in this provisional-measures action.

On March 16, 2026, Align initiated a merits infringement action under the treatment-planning patent seeking a permanent injunction and damages.

This merits action additionally named UK Angelalign Technology Ltd.

and Angel Technology Spain, S.L.

as defendants.

The actions before the Unified Patent Court related to the “power ridge” feature and to treatments in complex cases referenced above are currently pending.

On August 18, 2025, we initiated an action in the U.S.

District Court for the Eastern District of Texas against Angelalign Technology Inc;

Wuxi EA Medical Instruments Technologies Ltd.;

Wuxi EA Bio-Tech Co., Ltd.;

and Shanghai EA Medical Instruments Co., Ltd.

This action alleges infringement of patents related to multilayer materials for clear aligners and “bite ramp” and “power ridge” features of clear aligners.

On January 2, 2026, following institution of an investigation by the U.S.

International Trade Commission, referenced below, this action was stayed pending further order of the court.

On August 18, 2025, we initiated two actions in China’s Zhengzhou Intermediate People’s Court against Shanghai Angelalign Medical Devices Co., Ltd.;

Wuxi Angelalign Medical Device Technology Co., Ltd.;

and Wuxi Angelalign Biotechnology Co., Ltd.

These actions allege infringement of patents related to tooth attachments and treatment planning.

Separately, on September 10, 2025, we filed an action against the same entities in the Jinan Intermediate People’s Court alleging infringement of a patent related to extraction site closure.

And on January 12, 2026, we filed an action against these entities in the Fuzhou Intermediate People’s Court alleging infringement of a patent related to extraction site closure.

On April 4, 2026, we initiated an additional civil action against these entities alleging infringement of a patent related to treatment planning.

These actions are currently pending.

On January 16, 2026, Shanghai Angelalign Medical Devices Co., Ltd.

filed a petition with the China National Intellectual Property Administration (“CNIPA”) challenging the validity of our patent related to extraction site closure, which patent is the subject of the above-referenced infringement action filed before Jinan Intermediate People’s Court.

On January 22 and February 12, 2026, Shanghai Angelalign Medical Devices Co., Ltd.

filed two separate petitions with the CNIPA challenging the validity of our patent related to tooth attachments and another patent related to treatment planning, both of which are the subject of the above-referenced infringement actions filed with Zhengzhou Intermediate People’s Court.

These invalidity actions are currently pending.

On August 22, 2025, Shanghai Angelalign Medical Devices Co., Ltd.

and Wuxi Angelalign Medical Devices Technology Co., Ltd.

filed a legal action against us in the Beijing Intellectual Property Court.

The complaint alleges that we violate an Angelalign patent claim relating to undercut detection for mold manufacturing and seeks money damages and injunctive relief.

We believe the case is without merit and intend to defend ourselves vigorously.

We are currently unable to predict the outcome of these lawsuits or any future litigation, and therefore we cannot determine the likelihood of loss, if any, nor estimate a range of possible loss.

initiated an action against us in the Beijing Intellectual Property Court.

The complaint alleges that we infringe a patent relating to undercut detection for mold manufacturing.

We believe that these allegations are without merit and intend to defend ourselves vigorously.

On January 19, 2026, we filed a petition with the CNIPA challenging the validity of the above-referenced Angel patent related to undercut detection for mold manufacturing.

On September 23, 2025, we filed a complaint at the U.S.

International Trade Commission (“ITC”) against Angelalign Technology Inc., Wuxi EA Medical Instruments Technologies Ltd.;

Wuxi EA Bio-Tech Co., Ltd.;

Shanghai EA Medical Instruments Co., Ltd.;

and USA Angelalign Technology Corp.

(collectively, “the ITC Respondents”).

This complaint alleges unlawful importation and sale of clear aligners that infringe patents related to multilayer materials for clear aligners and “bite ramp” and “power ridge” features of clear aligners, in violation of 19 U.S.C.§ 1337.

Further, the complaint requests that the ITC institute an investigation and issue an exclusion order blocking the ITC Respondents’ importation of infringing products into the United States, and a cease-and-desist order prohibiting the ITC Respondents from selling, marketing, or transferring infringing products within the United States.

On December 19, 2025, the ITC instituted the requested investigation, which is currently pending.

On January 26, 2026, the Chief Administrative Law Judge (“CALJ”) presiding over the investigation set a 14.7-month target date of March 22, 2027, which is the date by which the ITC’s final determination is expected to be issued.

On February 10, 2026, the CALJ issued a Procedural Schedule setting the evidentiary hearing (trial) in the investigation for July 20-24, 2026.

The CALJ’s initial determination on the merits is due by November 20, 2026.

In addition to the above, in the ordinary course of our operations, we are involved in a variety of claims, suits, investigations, and proceedings, including actions with respect to intellectual property claims, patent infringement claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters.

Regardless of the outcome, these proceedings can have an adverse impact on us because of defense costs, diversion of management resources and other factors.

Regardless of the outcome, these proceedings can have an adverse impact on us because of defense costs, diversion of management resources,

and other factors.

Although the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future as litigation and events related thereto unfold;

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However, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our results of operations or cash flows in a particular period.

As of September 30, 2025, we did not have any material indemnification claims that were probable or reasonably possible.

As of March 31, 2026, we did not have any material indemnification claims that were probable or reasonably possible.

Stockholders’ Equity

As of September 30, 2025, the Align Technology, Inc.

As of March 31, 2026, the Align Technology, Inc.

2005 Incentive Plan, as amended, has a total reserve of 34,668,895 shares, of which 2,815,995 shares are available for issuance.

Summary of Stock-Based Compensation Expense

Stock-based compensation related to our stock-based awards and employee stock purchase plan for the three and nine months ended September 30, 2025 and 2024 is as follows (in thousands):

Stock-based compensation related to our stock-based awards and employee stock purchase plan for the three months ended March 31, 2026 and 2025 is as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of net revenues $ 1,620 $ 1,538

Selling, general and administrative

28,992 30,866

Research and development 10,312 12,593

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Generally, RSUs vest over a period of four years .

A summary for the nine months ended September 30, 2025 is as follows:

A summary for the three months ended March 31, 2026 is as follows:

Number of Shares

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Forfeited ( 33 ) 235.20

Unvested as of September 30, 2025

Unvested as of March 31, 2026

1,557 $ 215.68 1.98 $ 266,886

As of September 30, 2025, we expect to recognize $ 226.3 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 2.6 years.

As of March 31, 2026, we expect to recognize $ 286.3 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 3.1 years.

Market-Performance Based Restricted Stock Units (“MSUs”)

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MSUs vest over a period of three years and the maximum number of shares eligible to vest is 250 % of the MSUs initially granted.

The following table summarizes the MSU performance activity for the nine months ended September 30, 2025:

The following table summarizes the MSU performance activity for the three months ended March 31, 2026:

Number of Shares

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Forfeited ( 28 ) 559.27

Unvested as of September 30, 2025

Unvested as of March 31, 2026

325 $ 421.83 2.14 $ 55,691

1 Includes MSUs vested during the period below 100 % of the original grant as actual shares released is based on our stock performance relative to a market index over the vesting period.

As of September 30, 2025, we expect to recognize $ 52.1 million of total unamortized compensation costs, net of estimated forfeitures, related to MSUs over a weighted average period of 1.6 years.

1 Includes MSUs vested during the period below 100 % of the original grant as actual shares released are based on our stock performance relative to a market index over the vesting period.

As of March 31, 2026, we expect to recognize $ 78.4 million of total unamortized compensation costs, net of estimated forfeitures, related to MSUs over a weighted average period of 2.14 years.

Restricted Stock Units with Performance Conditions (“PSUs”)

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We recognize share-based compensation expense for PSUs if it is probable that the performance condition will be achieved.

The following table summarizes the PSU performance activity for the nine months ended September 30, 2025:

Number of Shares

Underlying PSUs

(in thousands) Weighted Average Grant Date Fair Value Weighted Average

Contractual Term (in years)

Intrinsic Value

(in thousands)

Unvested as of December 31, 2024

Vested and released ( 5 ) 201.63

Forfeited — —

Unvested as of September 30, 2025

6 $ 206.36 1.3 $ 789

As of September 30, 2025, we expect to recognize $ 0.6 million of total unamortized compensation costs, net of estimated forfeitures, related to PSUs over a weighted average period of 1.3 years.

As of March 31, 2026, the service and performance condition was not met, and there are no outstanding performance shares and no remaining unrecognized stock based compensation to record.

Employee Stock Purchase Plan

As of September 30, 2025, we have 1,728,664 shares available for future issuance under the Align Technology, Inc.

As of March 31, 2026, we have 1,626,275 shares available for future issuance under the Align Technology, Inc.

2010 Employee Stock Purchase Plan (as amended and restated, the “2010 Purchase Plan”).

The fair value of the option component of the 2010 Purchase Plan shares was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Nine Months Ended

September 30,

Three Months Ended

Expected term (in years) 1.0 1.1

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Weighted average fair value at grant date $ 55.37 $ 70.62

As of September 30, 2025, we expect to recognize $ 16.1 million of total unamortized compensation costs related to future employee stock purchases over a weighted average period of 0.9 years.

As of March 31, 2026, we expect to recognize $ 9.0 million of total unamortized compensation costs related to future employee stock purchases over a weighted average period of 0.9 years.

Common Stock Repurchase Programs

In January 2023, our Board of Directors authorized a plan to repurchase up to $ 1.0 billion of our common stock (the “January 2023 Repurchase Program”).

The January 2023 Repurchase Program was completed in its entirely in the second quarter of 2025.

The January 2023 Repurchase Program was completed in its entirety in the second quarter of 2025.

In April 2025, our Board of Directors authorized a plan to repurchase up to $ 1.0 billion of our common stock (the “April 2025 Repurchase Program”).

The April 2025 Repurchase Program is expected to be completed over a period of up to three years .

As of September 30, 2025, we have $ 928.4 million remaining available for repurchase under the April 2025 Repurchase Program.

As of March 31, 2026, we have $ 800.0 million remaining available for repurchase under the April 2025 Repurchase Program.

The following tables summarize the total repurchases of our common stock pursuant to Accelerated Share Repurchase (“ASR”) agreements and Open Market Repurchase (“OMR”) programs under the January 2023 and April 2025 Repurchase Programs:

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Q1 2025 January 2023 $ 225.0 Q2 2025 1,339,124 $ 168.02

April 2025 $ 71.6 N/A 1

523,203 $ 136.77

1 On August 5, 2025, we initiated a $ 200 million open market repurchase program which is expected to be completed in January 2026.

The total number of shares to be repurchased and the average price per share are not determinable as of the filing of this Quarterly Report on Form 10-Q.

The amount paid, total shares received and average price per share per the table above are determined as of September 30, 2025.

April 2025 $ 200.0 Q1 2026 1,390,364 $ 143.85

1 On August 5, 2025, we initiated a $ 200 million open market repurchase program, which was completed in January 2026.

In January 2026, we repurchased approximately 0.2 million shares of our common stock at an average price of $ 167.28 per share for an aggregate purchase price of approximately $ 31.2 million.

Accounting for Income Taxes

Our provision for income taxes was $ 38.0 million and $ 50.0 million for the three months ended September 30, 2025 and 2024, respectively, representing effective tax rates of 40.1 % and 30.1 %, respectively.

Our provision for income taxes was $ 134.1 million and $ 150.6 million for the nine months ended September 30, 2025 and 2024, respectively, representing effective tax rates of 32.8 % and 32.2 %.

Our effective tax rate differs from the statutory federal income tax rate of 21% for the three and nine months ended September 30, 2025 and 2024 primarily due to the recognition of additional tax expense resulting from U.S.

taxes on foreign earnings, foreign income taxed at different rates, state income taxes and non-deductible expenses in the U.S.

Our provision for income taxes was $ 36.1 million and $ 47.2 million for the three months ended March 31, 2026 and 2025, respectively, representing effective tax rates of 24.3 % and 33.6 %, respectively.

Our effective tax rate differs from the statutory federal income tax rate of 21% for the three months ended March 31, 2026 and 2025 primarily due to the recognition of additional tax expense resulting from U.S.

taxes on foreign earnings, state income taxes, and non-deductible expenses in the U.S., partially offset by the foreign income taxed at different rates.

We exercise significant judgment in regard to estimates of future market growth, forecasted earnings and projected taxable income in determining the provision for income taxes and for purposes of assessing our ability to utilize any future benefit from deferred tax assets.

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We may be required to adjust the valuation allowance for deferred tax assets if we determine, based on available evidence at the time of the determination, that it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Changes to the valuation allowance could have a material adverse effect on our results of operations.

Our total gross unrecognized tax benefits, excluding interest and penalties, were $ 150.9 million and $ 145.5 million as of September 30, 2025 and December 31, 2024, respectively, a material amount of which would impact our effective tax rate if recognized.

The increase in our unrecognized tax benefits relates primarily to positions taken on income tax return calculations finalized during the three and nine months ended September 30, 2025.

On July 4, 2025, the United States enacted tax reform legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).

Included in this legislation are provisions that allow for the immediate expensing of certain domestic research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S.

taxation of profits derived from foreign operations.

In the third quarter of 2025, the period of enactment, we included the impact of the OBBBA tax legislation in our results of operations and financial position, which were not material.

This assessment includes deferred tax assets associated with our Switzerland tax deductible basis created from our 2020 intra-entity transfer of intellectual property, which have a finite utilization period and depend on our ability to generate sufficient taxable income in that jurisdiction.

Any changes to the valuation allowance, particularly those related to our Switzerland deferred tax assets, could have a material adverse effect on our results of operations.

Our total gross unrecognized tax benefits, excluding interest and penalties, were $ 119.0 million and $ 117.4 million as of March 31, 2026 and December 31, 2025, respectively, a material amount of which would impact our effective tax rate if recognized.

The increase in our unrecognized tax benefits relates primarily to positions taken on income tax return calculations finalized during the three months ended March 31, 2026.

Net Income per Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 112,771 $ 93,230

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Anti-dilutive potential common shares 1

1,321 1,173 1,273 689

1 Represents approximately 1,320.9 thousand RSU for the three months ended September 30, 2025 and approximately 1,273.3 thousand RSU and 0.1 thousand ESPP weighted-average outstanding common stock equivalent shares for the nine months ended September 30, 2025.

Approximately 1,169.7 thousand RSU and 3.1 thousand ESPP weighted average outstanding common stock equivalent shares for the three months ended September 30, 2024 and approximately 687.7 thousand RSU and 0.8 thousand ESPP weighted-average outstanding common stock equivalent shares for the nine months ended September 30, 2024 that are excluded from the calculation of diluted net income per share as the effect would have been anti-dilutive.

1 Represents approximately 843 thousand RSU and 2 thousand ESPP weighted-average outstanding common stock equivalent shares for the three months ended March 31, 2026 and approximately 964 thousand RSU weighted average outstanding common stock equivalent shares for the three months ended March 31, 2025 that are excluded from the calculation of diluted net income per share as the effect would have been anti-dilutive.

Supplemental Cash Flow Information

The supplemental cash flow information consists of the following (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Non-cash investing and financing activities:

Acquisition of property, plant and equipment in accounts payable and accrued liabilities $ 14,444 $ 13,851

Final settlement of prior year stock repurchase forward contract $ — $ 50,000

Cash paid for amounts included in the measurement of lease liabilities:

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We report segment information based on the management approach.

The management approach designates the internal reporting used by our Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, for decision making and

performance assessment as the basis for determining our reportable segments.

The management approach designates the internal reporting used by our Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, for decision making and performance assessment as the basis for determining our reportable segments.

We group our operations into two reportable segments;

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Clear Aligner $ 856,024 $ 796,843

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60,345 64,400

Total cost of goods sold

Total cost of net revenues

$ 303,500 $ 299,154

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Each allocation is measured differently based on the nature of the cost being allocated.

Certain other operating expense are not specifically allocated to segment income from operations and generally include various corporate expenses such as stock-based compensation and costs related to information technology (“IT”), facilities, human resources, accounting and finance, legal and regulatory, other separately managed general and administrative costs outside the reportable segments and restructuring costs.

The following table reconciles total segment income from operations in the table above to net income before provision for (benefit from) income taxes (in thousands):

Certain other operating expenses are not specifically allocated to segment income from operations and generally include various corporate expenses such as stock-based compensation and costs related to information technology (“IT”), facilities, human resources, accounting and finance, legal and regulatory, other separately managed general and administrative costs outside the reportable segments and restructuring costs.

The following table reconciles total segment income from operations in the table above to net income before provision for income taxes (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total segment income from operations $ 373,875 $ 318,687

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Stock-based compensation

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Systems and Services

11,160 8,099 28,931 23,007

Unallocated corporate expenses

11,581 11,723 35,135 34,871

Total depreciation and amortization $ 56,548 $ 39,148

1 Includes $ 15.6 million of accelerated depreciation as disclosed in Note 1 “Summary of Significant Accounting Policies."

Our CODM does not regularly review total assets at the reportable segment level;

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net revenues 1 :

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Long-lived assets, which includes Property, plant and equipment, net and Operating lease right-of-use assets, net, are presented below by geographic area (in thousands):

September 30,

2026 December 31,

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2024 Restructuring

During the fourth quarter of 2023, we incurred approximately $ 14.0 million in restructuring expenses, of which $ 5.3 million remained unpaid and were included in Accrued liabilities as of December 31, 2023.

As of December 31, 2024, we had no remaining restructuring liability related to the 2023 Restructuring.

2024 Restructuring

During the fourth quarter of 2024, we incurred approximately $ 37.0 million in restructuring expenses, of which $ 13.0 million remained unpaid and were included in Accrued liabilities as of December 31, 2024.

For the nine months ended September 30, 2025, we reduced our December 31, 2024 restructuring liability by approximately $ 14.6 million primarily due to cash payments, offset by approximately $ 2.1 million of additional restructuring expense recorded in Cost of net revenues.

The 2023 and 2024 restructuring charges were primarily related to involuntary termination benefits, including employee severance and other post-employment benefits.

In the fourth quarter of 2024, we incurred approximately $ 37.0 million in restructuring expenses, of which $ 13.0 million remained unpaid and were included in Accrued liabilities as of December 31, 2024.

During the year ended 2025, we reduced our December 31, 2024 restructuring liability by approximately $ 14.6 million primarily due to cash payments, offset by approximately $ 2.1 million of additional restructuring expense recorded in Cost of net revenues.

As of March 31, 2026, we had no remaining restructuring liability related to the 2024 Restructuring.

2025 Restructuring

During the third quarter of 2025, we initiated a plan to realign certain business groups and reduce our global workforce.

This plan represents our continued effort to right size our labor force with the current macroeconomic environment.

We anticipate incurring between $ 40.0 million and $ 50.0 million in total restructuring expenses, primarily related to involuntary termination benefits, including employee severance and other post-employment benefits.

We recorded $ 4.8 million in Cost of net revenues and $ 31.8 million in Restructuring and other charges in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025.

All charges recorded to Cost of net revenues were allocated to our Clear Aligner reportable segment and all charges recorded to Restructuring and other charges were unallocated corporate expenses.

As of September 30, 2025, $ 32.0 million remained unpaid and was included in Accrued liabilities in our Condensed Consolidated Balance Sheets.

In the third quarter of 2025, we initiated a plan to realign certain business groups and reduce our global workforce as part of our continued effort to right size our labor force in response to the current macroeconomic environment.

We incurred approximately $ 40.9 million in restructuring expenses, of which $ 17.1 million remained unpaid and were included in Accrued liabilities as of December 31, 2025.

For the three months ended March 31, 2026, we reduced our December 31, 2025 restructuring liability by approximately $ 11.6 million primarily due to cash payments, offset by approximately $ 0.7 million of additional restructuring expenses, most of which was recorded in Selling, general and administrative expense in our Condensed Consolidated Statements of Operations.

As of March 31, 2026, $ 6.3 million remained unpaid and was included in Accrued liabilities in our Condensed Consolidated Balance Sheets.

We have completed the 2025 restructuring plan and incurred approximately $ 41.6 million in total restructuring expenses.

We do not expect to incur additional restructuring expenses in connection with the plan.

The 2024 and 2025 restructuring activities were primarily related to involuntary termination benefits, including employee severance and other post-employment benefits.

Activity related to the restructuring liabilities associated with our restructuring initiatives consists of the following (in thousands):

For the twelve months ended December 31, 2025

2023 Restructuring 2024 Restructuring Total

2024 Restructuring 2025 Restructuring 2

Balance at beginning of period 1

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$ 488 $ 17,112 $ 17,600

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

2024 Restructuring 2025 Restructuring 2

2 unchanged sentences

Restructuring and other charges

2,056 36,619 38,675

Cash payments and adjustments

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Assets Held for Sale

In connection with the 2025 Restructuring activities, refer to Note 15 “Restructuring and Other Charges” , we have undertaken additional actions to optimize our manufacturing footprint.

These actions include disposing, either by sale or other than by sale, of certain capital assets, including various manufacturing assets and facilities.

For discussion of assets disposed of other than by sale refer to Note 1 “Summary of Significant Accounting Policies."

ASC Topic 360-10, Property, Plant and Equipment - Overall, requires a long-lived asset to be classified as “held for sale” in the period in which certain criteria are met.

The Company classifies real estate assets as held for sale after the following conditions have been satisfied:

(1) management, having the appropriate authority, commits to a plan to sell the asset, (2) the asset is available for immediate sale in its present condition, (3) the Company has initiated an active program to sell the asset, (4) it is probable the sale of the asset will be completed within one year, (5) the asset is being actively marketed for a reasonable price, and (6) it is unlikely the plan to sell the asset will significantly change.

At the time the Company classifies a property as held for sale, the Company ceases recording depreciation.

An asset classified as held for sale is measured and reported at the lower of its carrying amount or its estimated fair value less cost to sell.

During the third quarter of 2025, the Company committed to a plan to sell a manufacturing facility, including land, building and building improvements (collectively the “disposal group”), located in Juarez, Mexico and determined the disposal group met the criteria for classification as held for sale as of September 30, 2025.

As of September 30, 2025, the Company classified the disposal group as “Assets held for sale” in our Condensed Consolidated Balance Sheets, for $ 27.9 million, which represents the disposal group’s fair value less estimated costs to sell.

Fair value of the disposal group was determined utilizing two equally weighted valuation techniques, the Direct Capitalization and Direct Comparison methods.

The Direct Capitalization method utilizes various inputs, including estimated market rents, vacancy rates and operating expenses, to determine an estimated net operating income, and a capitalization rate.

The Direct Comparison method utilizes sales of comparable properties, adjusted for property differences such as location, physical characteristics and market conditions.

We recognized an impairment loss on assets held for sale of $ 23.1 million, recorded to Cost of net revenues in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025.

The entire impairment loss was attributable to our Clear Aligner reportable segment.

The sale of the disposal group is expected to be completed within the next 12 months.

In connection with the 2025 restructuring activities discussed in Note 14 “Restructuring and Other Charges,” during the third quarter of 2025, we committed to a plan to sell a manufacturing facility, including land, building and building improvements (collectively the “disposal group”) in Juarez, Mexico.

During the third quarter of 2025, we classified the disposal group as held for sale for $ 27.9 million and recognized an impairment loss of $ 23.1 million, which was recorded within Cost of net revenues and attributable to our Clear Aligner reportable segment.

As of December 31, 2025, we had assets held for sale of $ 28.0 million.

During the first quarter of 2026, we recognized a gain of $ 11.7 million resulting from an increase in fair value less costs to sell, driven by updated market‑based information.

The gain was recorded within Cost of net revenues in our Condensed Consolidated Statement of Operations and was attributable to our Clear Aligner reportable segment.

As of March 31, 2026, we had assets held for sale of $ 39.8 million, which are presented separately as Assets held for sale in our Condensed Consolidated Balance Sheets.

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-Q

Item 1. Financial Statements