What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 202 added, 132 removed, 677 unchanged (33% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net revenues $ 1,056,192 $ 1,012,449 $ 2,096,279 $ 1,991,711

4 unchanged sentences

Research and development 102,032 96,398 200,690 193,599

Legal settlements

Legal settlements and contingencies 38,714 — 69,346 4,178

Total operating expenses 603,417 545,084 1,198,049 1,094,092

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 108,294 $ 124,608 $ 221,065 $ 217,838

16 unchanged sentences

Assets held for sale

39,832 27,983

Total current assets 2,663,049 2,616,562

33 unchanged sentences

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

Three Months Ended March 31, 2026

Shares Amount

Balance as of December 31, 2025

Three Months Ended June 30, 2026 Shares Amount

Balance as of March 31, 2026

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

5 unchanged sentences

Stock-based compensation — — 45,560 — — 45,560

Balance as of March 31, 2026

Balance as of June 30, 2026

71,245 $ 7 $ 1,570,297 $ 66,586 $ 2,595,563 $ 4,232,453

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

Three Months Ended March 31, 2025

Shares Amount

Six Months Ended June 30, 2026 Shares Amount

Balance as of December 31, 2025

6 unchanged sentences

Stock-based compensation — — 86,484 — — 86,484

Balance as of June 30, 2026

71,245 $ 7 $ 1,570,297 $ 66,586 $ 2,595,563 $ 4,232,453

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

Three Months Ended June 30, 2025 Shares Amount

Balance as of March 31, 2025

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

Net income — — — — 124,608 124,608

Net change in foreign currency translation adjustment — — — 43,010 — 43,010

Issuance of common stock relating to employee equity compensation plans 15 — — — — —

Tax withholdings related to net share settlements of equity awards ( 1 ) — ( 253 ) — — ( 253 )

Common stock repurchased and retired ( 585 ) — ( 8,221 ) — ( 88,816 ) ( 97,037 )

Stock-based compensation — — 48,208 — — 48,208

Balance as of June 30, 2025

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

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

Six Months Ended June 30, 2025 Shares Amount

Balance as of December 31, 2024

73,849 $ 7 $ 1,362,234 $ 5,978 $ 2,483,766 $ 3,851,985

Net income — — — — 217,838 217,838

Net change in foreign currency translation adjustment — — — 55,209 — 55,209

Issuance of common stock relating to employee equity compensation plans 408 — 13,909 — — 13,909

Tax withholdings related to net share settlements of equity awards ( 100 ) — ( 19,830 ) — — ( 19,830 )

Common stock repurchased and retired ( 1,671 ) — ( 22,977 ) — ( 276,560 ) ( 299,537 )

Stock-based compensation — — 93,205 — — 93,205

Balance as of June 30, 2025

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

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

23 unchanged sentences

Purchase of equity investments ( 100,491 ) ( 10,000 )

Proceeds from sale of property, plant and equipment 42,000 —

Net cash used in investing activities ( 213,738 ) ( 56,768 )

6 unchanged sentences

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 6,689 ) 35,876

Net decrease in cash, cash equivalents, and restricted cash

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

7,797 ( 142,621 )

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 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.

The results of operations for the three and six months ended June 30, 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

6 unchanged sentences

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

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

For the six months ended June 30, 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 $ 11.6 million or $ 0.16 per basic share and $ 0.16 per diluted share.

5 unchanged sentences

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

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

Through June 30, 2026, the Company has not experienced any material credit losses on such deposits.

We purchase certain inventory from sole suppliers.

29 unchanged sentences

Financial Instruments

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 March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 Amortized

Losses Fair Value Cash and Cash Equivalents

Cash and Cash Equivalents

The following tables summarize our cash and cash equivalents balances in our Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

December 31, 2025

Cash $ 883,606 $ 770,051

4 unchanged sentences

Total $ 1,102,591 $ 1,094,908

December 31, 2025 Amortized

Losses Fair Value Cash and Cash Equivalents

Cash $ 770,051 $ — $ — $ 770,051 $ 770,051

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 March 31, 2026 or December 31, 2025.

We had no short-term or long-term marketable securities as of June 30, 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 March 31, 2026 and December 31, 2025 (in thousands):

The following tables summarize our financial assets measured at fair value as of June 30, 2026 and December 31, 2025 (in thousands):

Description Balance as of

March 31, 2026

June 30, 2026

Cash equivalents:

8 unchanged sentences

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.

We have investments in convertible notes of $ 80.4 million, including $ 1.8 million of accrued interest, 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 notes are unsecured, are not guaranteed, interest rates range up to 10 %, and mature at various dates through December 2035.

One borrower represented approximately 72 % of the aggregate carrying amount as of June 30, 2026.

The allowance for credit losses is determined on our current estimate of expected credit losses, historical credit losses, estimates of recoveries, and future expectations at the balance sheet date.

We evaluate the creditworthiness of our convertible notes when credit risk characteristics exist.

Although these notes are not measured at fair value on a recurring basis, the estimated fair value of the instruments is 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 June 30, 2026, the carrying value of our loans receivable approximated the fair value and the credit losses are expected to be immaterial.

We had no Level 3 instruments measured at fair value on a recurring basis as of June 30, 2026 or December 31, 2025.

Accounts Receivable Factoring

1 unchanged sentence

accounts receivable.

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 $ 11.2 million and $ 6.4 million during the three months ended March 31, 2026 and 2025, respectively.

We account for these transactions as sales of financial assets as control over the transferred receivables is surrendered.

Cash proceeds from the sale of receivable are included within cash flows from operations in the Condensed Consolidated Statements of Cash Flows.

Total accounts receivable sold under factoring arrangements were $ 7.0 million and $ 18.3 million during the three months ended June 30, 2026 and 2025, respectively, and $ 18.2 million and $ 24.7 million during the six months ended June 30, 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.

1 unchanged sentence

Our investments in privately held companies in which we cannot exercise significant influence and do not own a majority equity interest or otherwise control are accounted for as investments in equity securities.

We have elected to account for all investments in equity securities in accordance with the measurement alternative.

We have elected to account for these investments in equity securities in accordance with the measurement alternative.

Under the measurement alternative, we record the value of our investments in equity securities at cost, minus impairment, if any.

8 unchanged sentences

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.

These adjustments increased the total carrying value of our investment in Heartland to $ 231.7 million as of March 31, 2026.

On May 15, 2026, we entered into a new Subscription Agreement with Heartland (the “May 2026 Subscription Agreement”).

Pursuant to the May 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 %.

The total carrying value of our investment in Heartland was $ 281.7 million as of June 30, 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.

2 unchanged sentences

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 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.

As of June 30, 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.

1 unchanged sentence

We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on certain assets and liabilities.

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 $ 8.0 million and a net loss of $ 11.5 million during the three months ended March 31, 2026 and 2025, respectively.

These forward contracts are classified within Level 2 of the fair value hierarchy using observable market-based inputs, including foreign currency spot and forward rates.

As a result of the settlement of foreign currency forward contracts, we recognized a net gain of $ 0.5 million and a net loss of $ 27.1 million during the three months ended June 30, 2026 and 2025, respectively, and a net gain of $ 8.4 million and a net loss of $ 38.6 million, during the six months ended June 30, 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 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

As of June 30, 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 June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

Local Currency Amount Notional Contract Amount (USD)

1 unchanged sentence

Canadian Dollar C$ 87,100 61,317

Polish Zloty PLN 176,500 47,451

British Pound £ 34,400 45,482

Polish Zloty PLN 144,200 38,255

Israeli Shekel ILS 82,700 27,809

Japanese Yen ¥ 2,900,000 18,286

Brazilian Real R$ 106,500 20,379

Japanese Yen ¥ 3,100,000 19,137

Chinese Yuan ¥ 31,700 4,676

Swiss Franc CHF 2,700 3,386

New Taiwan Dollar NT$ 124,400 3,883

New Zealand Dollar NZ$ 4,700 2,697

Swiss Franc CHF 3,000 3,721

Korean Won ₩ 4,900,000 3,162

Australian Dollar A$ 3,900 2,686

New Zealand Dollar NZ$ 4,200 2,382

Czech Koruna Kč 15,800 743

37 unchanged sentences

Accrued professional fees 51,174 12,245

Accrued sales and marketing expenses 35,012 29,941

Accrued income taxes 39,509 44,049

UK VAT settlement 1

Accrued sales and marketing expenses 36,759 29,941

Current operating lease liabilities 34,224 31,939

2 unchanged sentences

Total accrued liabilities $ 611,568 $ 536,749

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

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):

Three Months Ended

Six Months Ended

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

Charged to cost of net revenues ( 6,776 ) 4,719

Charge (credit) to cost of net revenues ( 8,633 ) 12,688

Actual warranty expenditures ( 3,554 ) ( 6,251 )

8 unchanged sentences

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

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.

During the three months ended June 30, 2026 and 2025, we recognized $ 1,056.2 million and $ 1,012.4 million of net revenues, respectively, of which $ 234.3 million and $ 229.4 million was included in the deferred revenues balance at December 31, 2025 and 2024, respectively.

During the six months ended June 30, 2026 and 2025, we recognized $ 2,096.3 million and $ 1,991.7 million of net revenues, respectively of which $ 480.7 million and $ 475.4 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 June 30, 2026 were $ 1,277.9 million.

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

Substantially all remaining performance obligations relate to clear aligner contracts and system and services arrangements, with the associated transaction price largely reflected in deferred revenue balances.

Goodwill and Intangible Assets

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):

The change in the carrying value of goodwill for the six months ended June 30, 2026, categorized by reportable segment, is as follows (in thousands):

Clear Aligner Systems and Services Total

5 unchanged sentences

( 2,719 ) ( 10,401 ) ( 13,120 )

Balance as of March 31, 2026

Balance as of June 30, 2026

$ 161,536 $ 335,765 $ 497,301

5 unchanged sentences

(in years) Gross Carrying Amount as of

March 31, 2026

June 30, 2026

Amortization Net Carrying

March 31, 2026

June 30, 2026

Existing technology 11 $ 146,652 $ ( 74,561 ) $ 72,091

4 unchanged sentences

Total finite-lived intangible assets 178,432 ( 97,089 ) 81,343

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

In-process research and development 1

3 unchanged sentences

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.

Acquired in-process research and development is considered an indefinite-lived intangible asset until completion of the associated research and development efforts at which time the asset will be amortized over its estimated useful life.

Weighted Average Amortization Period

5 unchanged sentences

Trademarks and tradenames 7 9,800 ( 8,050 ) 1,750

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

Patents 12 480 ( 320 ) 160

$ 178,431 $ ( 87,871 ) 90,560

Total finite-lived intangible assets $ 178,431 $ ( 87,871 ) 90,560

Foreign currency translation adjustments 3,373

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.

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

The total estimated future amortization expense for the acquired finite-lived intangible assets as of June 30, 2026 is as follows (in thousands):

Fiscal Year Ending December 31, Amortization

2 unchanged sentences

Total $ 81,343

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

Amortization expense for the three months ended June 30, 2026 and 2025 was $ 4.8 million and $ 4.7 million, respectively.

Amortization expense for the six months ended June 30, 2026 and 2025 was $ 9.6 million and $ 9.3 million, respectively.

Credit Facility

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.

We maintain a revolving credit facility, as amended in March 2026, which provides for a $ 300.0 million unsecured revolving commitment, including a $ 50.0 million letter of credit sub-limit.

The amendment included certain modifications to non-financial and immaterial terms of the facility.

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 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.

As of June 30, 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

2 unchanged sentences

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.

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.

As of June 30, 2026, we accrued $ 31.8 million for legal settlements, substantially all of which relates to the Section 2 and related state law claims brought by Misty Snow, which are described below under the heading “Antitrust Class Actions”.

Antitrust Class Actions

20 unchanged sentences

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.

Among other things, the complaint sought 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 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.

On August 29, 2025, Defendants filed amended counterclaims, which additionally allege that Align procured certain materials patents by fraud.

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

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.

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

On August 29, 2025, Defendants filed amended counterclaims, which additionally alleged that Align procured certain materials patents by fraud.

A jury trial commenced on June 22, 2026, and concluded on July 2, 2026.

On July 2, the jury returned a verdict in Align’s favor on the Defendants’ antitrust and unfair competition claims.

The jury also entered a verdict in Align’s favor on Defendants’ claim that Align procured certain patents by fraud.

The jury found that the Defendants infringed the asserted claims of four of Align’s patents (US Patent Nos.

11,154,384, 11,648,090, and 11,648,091) by the making, using, selling, and offering for sale of aligners made with Zendura FLX/ClearQuartz materials.

The jury found that the asserted claims of US Patent Nos.

11,154,384, 11,648,090, and 11,648,091 were invalid for lack of enablement.

Before trial, the District Court judge found that the asserted claims 1, 2, 11 and 39 of US Patent No.

8,038,444 (the treatment planning patent) were invalid under 35 U.S.C.

§ 101 and during the trial, granted Defendants’ motion for judgment as a matter of law on the asserted claims of US Patent No.

10,791,936 (the scanner patent).

Align is evaluating post-trial motions and potential appeal relating to certain of the District Court judge’s and jury’s determinations relating to its patents.

To the extent Defendants’ file post-trial motions or appeal the jury verdict in Align’s favor on the Defendants’ antitrust and unfair competition claims on Defendants’ claim that Align procured certain patents by fraud, or otherwise, Align intends to continue to vigorously defend itself.

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.

3 unchanged sentences

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.

Angelalign Litigation

9 unchanged sentences

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 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 and on May 11, 2026, it also filed an action in the European Patent Office challenging the validity of the patent related to treatments in complex cases 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.

1 unchanged sentence

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.

Angel has appealed the decision issued in this provisional-measures action, but on July 8, 2026, the Court of Appeal of the Unified Patent Court issued its decision, rejecting Angel’s appeal and maintaining the preliminary injunction, as well as ordering Angel to pay the costs of the proceedings.

In parallel, 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.

1 unchanged sentence

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 May 12, 2026, the Unified Patent Court issued its decision in the provisional-measures action related to complex cases, declining to award a preliminary injunction on the basis that there was insufficient evidence in those accelerated proceedings to determine that the patent was infringed.

The decision in the provisional-measures proceedings was not appealed, yet Align can still enforce that same patent through a merits infringement action before the Unified Patent Court.

The merits actions before the Unified Patent Court related to the treatment-planning feature and the “power ridge” feature referenced above are currently pending.

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

14 unchanged sentences

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 June 26, 2026, the Zhengzhou Intermediate People’s Court issued first-instance judgments finding no infringement of Align’s two patents relating to tooth attachments and treatment planning.

Align disagrees with the court’s findings and intends to appeal both judgments to the Supreme People’s Court of China.

On January 16, 2026 and March 11, 2026, Shanghai Angelalign Medical Devices Co., Ltd.

filed a petition with the China National Intellectual Property Administration (“CNIPA”) challenging the validity of our two patents 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.

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.

15 unchanged sentences

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.

On July 20-24, 2026, the CALJ presided over the evidentiary hearing in Washington, D.C.

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;

we currently do not believe that these matters, individually or in the aggregate, will materially affect our financial position, results of operations or cash flows.

However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our financial position, results of operations or cash flows.

Commitments and Contingencies

9 unchanged sentences

On August 1, 2025, HMRC lodged their grounds for appeal to the Upper Tribunal.

A hearing in front of the Upper Tribunal has been scheduled for May 2026.

In August 2025, we stopped charging VAT to our United Kingdom customers.

It is not possible at this stage to accurately evaluate the likelihood of an unfavorable outcome from the Upper Tribunal statutory appeal, nor estimate a range of possible loss.

In August 2025, we stopped charging VAT to our United Kingdom (“UK”) customers.

A hearing in front of the Upper Tribunal was held on May 7, 2026.

On July 7, 2026, the Upper Tribunal released its decision and held that aligners are not “dental prostheses” for the purposes of VAT and are therefore subject to VAT in the UK.

Based on the information available, we determined that a loss is probable and reasonably estimable and recorded an estimated liability of approximately $ 37.5 million, inclusive of estimated interest, related to UK VAT as Legal settlements and contingencies under Accrued liabilities in our Condensed Consolidated Balance Sheets as of June 30, 2026.

The recorded amount reflects our best estimate of the obligation as of the reporting date.

We intend to exhaust all available appeals and vigorously defend our position;

however, the ultimate resolution of this matter remains subject to significant uncertainty.

Indemnification Provisions

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

As of June 30, 2026, we did not have any material indemnification claims that were probable or reasonably possible.

Stockholders’ Equity

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

As of June 30, 2026, the Align Technology, Inc.

2005 Incentive Plan, as amended, has a total reserve of 34,668,895 shares, of which 2,888,952 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 months ended March 31, 2026 and 2025 is as follows (in thousands):

Stock-based compensation related to our stock-based awards and employee stock purchase plan for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Cost of net revenues $ 1,846 $ 1,636 $ 3,466 $ 3,174

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Generally, RSUs vest over a period of four years .

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

A summary for the six months ended June 30, 2026 is as follows:

Number of Shares

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Forfeited ( 64 ) 229.45

Unvested as of March 31, 2026

Unvested as of June 30, 2026

1,532 $ 214.93 1.75 $ 258,338

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.

As of June 30, 2026, we expect to recognize $ 257.8 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 2.9 years.

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

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The actual number of MSUs which will be eligible to vest will be based on the performance of our stock price relative to the performance of a stock market index over the vesting period.

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 three months ended March 31, 2026:

The fair value of MSUs was estimated using a Monte Carlo model.

Because the awards contain a market condition, the related compensation expense is recognized over the service period regardless of whether the market condition is ultimately achieved, provided the service condition is satisfied.

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

The following table summarizes the MSU performance activity for the six months ended June 30, 2026:

Number of Shares

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Forfeited ( 37 ) 532.75

Unvested as of March 31, 2026

Unvested as of June 30, 2026

312 $ 419.99 1.92 $ 52,623

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”)

Our PSUs typically include a service and performance condition.

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

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

As of June 30, 2026, we expect to recognize $ 69.0 million of total unamortized compensation costs, net of estimated forfeitures, related to MSUs over a weighted average period of 1.92 years.

Employee Stock Purchase Plan (“ESPP”)

As of June 30, 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:

Three Months Ended

Six Months Ended

Expected term (in years) 0.9 1.1

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Weighted average fair value at grant date $ 51.66 $ 70.62

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.

As of June 30, 2026, we expect to recognize $ 5.6 million of total unamortized compensation costs related to future employee stock purchases over a weighted average period of 0.5 years.

Common Stock Repurchase Programs

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

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

As of June 30, 2026, we have $ 733.3 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 $ 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.

Q3 2025 April 2025 $ 200.0 Q1 2026 1,390,364 $ 143.85

Q2 2026 April 2025 $ 66.7 N/A 1

393,419 $ 169.45

1 On May 1, 2026, we initiated a $ 200 million open market repurchase program which is expected to be completed by October 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 June 30, 2026.

During the three months ended June 30, 2026, we repurchased approximately 0.4 million shares of our common stock under the April 2025 Repurchase Program at an average price of $ 169.45 per share for an aggregate purchase price of approximately $ 66.7 million.

As of June 30, 2026, $ 733.3 million remained available for repurchase under the program.

Accounting for Income Taxes

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.

Our provision for income taxes was $ 40.4 million and $ 48.9 million for the three months ended June 30, 2026 and 2025, respectively, representing effective tax rates of 27.2 % and 28.2 %, respectively.

Our provision for income taxes was $ 76.5 million and $ 96.1 million for the six months ended June 30, 2026 and 2025, respectively, representing effective tax rates of 25.7 % and 30.6 %.

Our effective tax rate differs from the statutory federal income tax rate of 21% for the three and six months ended June 30, 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.

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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.

Our total gross unrecognized tax benefits, excluding interest and penalties, were $ 120.9 million and $ 117.4 million as of June 30, 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 and six months ended June 30, 2026.

Net Income per Share

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 108,294 $ 124,608 $ 221,065 $ 217,838

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Net income per share, diluted $ 1.51 $ 1.72 $ 3.09 $ 2.98

Anti-dilutive potential common shares 1

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.

The number of common share equivalents excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

MSUs 285 — 248 —

RSUs 1,482 1,502 799 1,375

Total 1,768 1,505 1,048 1,377

Supplemental Cash Flow Information

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

Three Months Ended

Six Months Ended

Non-cash investing and financing activities:

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Operating cash flows from operating leases $ 21,076 $ 19,323

Non-cash lease activities:

Right-of-use assets obtained in exchange for lease obligations:

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Clear Aligner $ 870,874 $ 804,617 $ 1,726,898 $ 1,601,460

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Other segment expenses typically include employee related costs, marketing and advertising costs and depreciation and amortization expense incurred by various functions including selling, marketing, general and administrative and research and development.

Our CODM does not regularly receive these operating expenses at the reportable segment level.

Income from operations for each segment includes all geographic revenues, related cost of net revenues and operating expenses directly attributable to the reportable segment.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Total segment income from operations $ 403,125 $ 352,748 $ 777,000 $ 671,435

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Stock-based compensation

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Systems and Services

10,572 9,302 21,106 17,771

Unallocated corporate expenses

7,777 11,779 16,153 23,554

Total depreciation and amortization $ 40,131 $ 40,576 $ 96,679 $ 79,724

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

1 Includes $ 15.6 million of accelerated depreciation for the six months ended June 30, 2026 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

June 30, Six Months Ended

2026 2025 2026 2025

Net revenues 1 :

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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.

As of June 30, 2026, we had no remaining restructuring liability related to the 2024 Restructuring.

2025 Restructuring

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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.

For the six months ended June 30, 2026, we reduced our December 31, 2025 restructuring liability by approximately $ 14.0 million primarily due to cash payments and an adjustment of approximately $ 0.7 million, most of which was recorded in Selling, general and administrative expense in our Condensed Consolidated Statements of Operations.

As of June 30, 2026, $ 2.5 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 $ 40.2 million in total restructuring expenses.

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

We do not expect to incur additional restructuring expenses in connection with the 2025 restructuring plan.

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

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$ 488 $ 17,112 $ 17,600

For the three months ended March 31, 2026

For the six months ended June 30, 2026

2024 Restructuring 2025 Restructuring 2

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Restructuring and other charges

— ( 678 ) ( 678 )

Cash payments and adjustments

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1 Included in “Accrued liabilities” within our Condensed Consolidated Balance Sheets.

2 2025 restructuring activities include an immaterial amount of charges for non post-employment benefit related restructuring expense.

2 2025 restructuring activities include an immaterial amount of charges not related to post-employment benefits.

Assets Held for Sale

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.

In connection with the 2025 restructuring activities discussed in Note 14 “Restructuring and Other Charges,” during the third quarter of 2025, we classified a disposal group associated with a manufacturing facility in Juarez, Mexico as held for sale and recognized an impairment loss of $ 23.1 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.

The gain did not exceed the cumulative impairment losses previously recognized on the disposal group.

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

During the second quarter of 2026, we completed the sale of the disposal group associated with the manufacturing facility in Juarez, Mexico and received net proceeds of approximately $ 42 million.

The carrying value of the disposal group had been adjusted to fair value less cost to sell as of March 31, 2026 and accordingly, no material gain or loss was recognized upon sale.

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