FULLTEXT DEL 3 AV 3
10-K – 2026-02-27 – algn-20251231.htm
Certificates of deposit 15,917 — — 15,917 15,917 Total $ 1,094,908 $ — $ — $ 1,094,908 $ 1,094,908 Reported as: December 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and cash equivalents Cash $ 752,423 $ — $ — $ 752,423 $ 752,423 Money market funds 291,464 — — 291,464 291,464 Total $ 1,043,887 $ — $ — $ 1,043,887 $ 1,043,887 We had no short-term or long-term marketable securities as of December 31, 2025 or 2024. 74 Fair Value Measurements The following tables summarize our financial assets measured at fair value as of December 31, 2025 and 2024 (in thousands): Description Balance as of December 31, 2025 Level 1 Cash equivalents: Money market funds $ 308,940 $ 308,940 Certificate of deposits 15,917 15,917 $ 324,857 $ 324,857 Description Balance as of December 31, 2024 Level 1 Cash equivalents: Money market funds $ 291,464 $ 291,464 $ 291,464 $ 291,464 We had no financial assets that were categorized as level 2 or level 3 in the fair value hierarchy for the years ended December 31, 2025 or 2024. Derivatives Not Designated as Hedging Instruments Recurring foreign currency forward contracts 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 loss of $ 34.2 million during the year ended December 31, 2025, a net gain of $ 35.2 million during the year ended December 31, 2024 and a net loss of $ 15.9 million during the year ended December 31, 2023. Recognized gains and losses from the settlement of foreign currency forward contracts are recorded in Other income (expense), net in our Consolidated Statements of Operations. As of December 31, 2025 and 2024, the fair value of foreign exchange forward contracts outstanding was not material. 75 The following tables present the gross notional value of all our foreign exchange forward contracts outstanding as of December 31, 2025 and 2024 (in thousands): December 31, 2025 Local Currency Amount Notional Contract Amount (USD) Euro € 183,700 $ 215,895 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 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 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 December 31, 2024 Local Currency Amount Notional Contract Amount (USD) Euro € 176,080 $ 183,172 Polish Zloty PLN 283,000 68,633 Canadian Dollar C$ 97,000 67,446 British Pound £ 37,600 47,090 Israeli Shekel ILS 90,055 24,740 Chinese Yuan ¥ 164,500 22,417 Brazilian Real R$ 83,100 13,327 Japanese Yen ¥ 2,000,000 12,778 Swiss Franc CHF 5,700 6,314 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$ 58,700 1,786 Korean Won ₩ 2,000,000 1,361 Total notional contract amount $ 458,347 Note 3. Balance Sheet Components Inventories consist of the following (in thousands): December 31, 2025 2024 Raw materials $ 107,296 $ 124,377 Work in process 65,679 73,660 Finished goods 53,368 56,250 Total inventories $ 226,343 $ 254,287 76 During the year ended December 31, 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 Consolidated Statements of Operations. Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2025 2024 Value added tax receivables 1 $ 55,819 $ 34,028 Prepaid expenses 62,478 82,978 Other current assets 47,274 81,576 Total prepaid expenses and other current assets $ 165,571 $ 198,582 1 Refer to Note 9 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements for discussion of tax matter. Property, plant and equipment, net consist of the following (in thousands): December 31, Generally Used Estimated Useful Life 2025 2024 Clinical and manufacturing equipment Up to 13 years $ 848,473 $ 871,827 Building 20 years 524,608 529,716 Leasehold improvements Lease term 1 67,402 62,172 Computer software and hardware 3 years 120,608 135,756 Land — 57,868 63,875 Furniture, fixtures and other 2 - 5 years 151,874 135,816 Construction in progress — 127,944 133,684 Total 1,898,777 1,932,846 Less: Accumulated depreciation and impairment charges ( 767,324 ) ( 661,712 ) Total property, plant and equipment, net $ 1,131,453 $ 1,271,134 1 Shorter of the remaining lease term or the estimated useful lives of the assets. Depreciation was $ 218.6 million, $ 126.2 million and $ 126.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Depreciation expense in 2025 includes $ 76.9 million of accelerated depreciation, as discussed in Note 1 “Summary of Significant Accounting Policies." Accrued liabilities consist of the following (in thousands): December 31, 2025 2024 Accrued payroll and benefits $ 226,149 $ 248,003 Accrued expenses 61,049 66,391 Accrued income taxes 44,049 48,808 Current operating lease liabilities 31,939 31,063 Accrued sales and marketing expenses 29,941 37,617 Accrued property, plant and equipment 10,469 13,462 Other accrued liabilities 133,153 152,844 Total accrued liabilities $ 536,749 $ 598,188 77 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): Balance as of December 31, 2023 $ 22,426 Charged to cost of net revenues 21,962 Actual warranty expenditures ( 13,177 ) Balance as of December 31, 2024 31,211 Charged to cost of net revenues 5,333 Actual warranty expenditures ( 12,133 ) Balance as of December 31, 2025 $ 24,411 Deferred revenues consist of the following (in thousands): December 31, 2025 2024 Deferred revenues - current $ 1,261,816 $ 1,331,146 Deferred revenues - long-term 1 85,543 102,164 1 Included in Other long-term liabilities within our Consolidated Balance Sheets. During the years ended December 31, 2025 and 2024, we recognized $ 4,035.0 million and $ 3,999.0 million of net revenues, respectively, of which $ 840.5 million and $ 819.0 million was included in the deferred revenues balance at December 31, 2024 and 2023, respectively. Note 4. Leases Lessee Information We have operating leases for our digital treatment planning and office facilities, retail spaces, vehicles and office equipment. The components of lease expense consist of following (in thousands): Year Ended December 31, Lease Cost 2025 2024 2023 Operating lease cost 1 $ 43,401 $ 42,299 $ 44,614 Variable lease cost 2 4,054 3,630 16,013 Total lease cost $ 47,455 $ 45,929 $ 60,627 1 Includes expense associated with short term leases, lease terms of 12 months or less, which is not material. 2 Includes payments related to agreements with embedded leases that are not otherwise reflected on the balance sheet. The following table provides a summary of our operating lease terms and discount rates: December 31, Remaining Lease Term and Discount Rate 2025 2024 Weighted average remaining lease term (in years) 5.1 5.4 Weighted average discount rate 4.1 % 3.8 % 78 As of December 31, 2025, the future payments related to our operating lease liabilities are as follows (in thousands): Fiscal Year Ending December 31, Operating Leases 2026 $ 35,694 2027 29,595 2028 23,986 2029 15,564 2030 7,212 Thereafter 13,060 Total lease payments 125,111 Less: Imputed interest ( 10,665 ) Total lease liabilities $ 114,446 As of December 31, 2025, we had additional leases that had not commenced with future lease payments of $ 58.4 million. These leases will commence during 2026 with non-cancelable lease terms of two to fourteen years . Lessor Information We lease iTero intraoral scanners to customers which are classified as operating leases. Our portfolio of leased iTero scanners included in Property, plant and equipment, net are as follows: December 31, 2025 2024 Scanners under operating leases, gross $ 55,576 $ 33,770 Less: accumulated depreciation ( 26,222 ) ( 12,038 ) Scanners under operating leases, net $ 29,354 $ 21,732 As of December 31, 2025, the future lease payments due to us are as follows (in thousands): Fiscal Year Ending December 31, Operating Leases 2026 $ 33,898 2027 28,587 2028 8,736 2029 1,080 Thereafter — Total lease payments $ 72,301 For the years ended December 31, 2025, 2024 and 2023, operating lease income was $ 28.8 million, $ 21.7 million and $ 16.6 million, respectively. Operating lease income is recorded in Net revenues in our Consolidated Statements of Operations. Note 5. 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): 79 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 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 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. 80 Note 6. Goodwill and Intangible Assets Goodwill The change in the carrying value of goodwill for the years ended December 31, 2025 and 2024, categorized by reportable segment, is as follows (in thousands): Clear Aligner Systems and Services Total Balance as of December 31, 2023 $ 111,086 $ 308,444 $ 419,530 Additions from acquisition 47,576 — 47,576 Foreign currency translation adjustments ( 6,017 ) ( 18,459 ) ( 24,476 ) Balance as of December 31, 2024 152,645 289,985 442,630 Foreign currency translation adjustments 11,610 37,593 49,203 Balance as of December 31, 2025 $ 164,255 $ 327,578 $ 491,833 We completed our annual goodwill impairment assessment in 2025 and 2024 and determined there were no impairments. Finite-Lived Intangible Assets Acquired finite-lived intangible assets, excluding intangibles that were fully amortized, are as follows (in thousands): Weighted Average Amortization Period (in years) Gross Carrying Amount as of December 31, 2025 Accumulated Amortization Accumulated Impairment Loss Net Carrying Value as of December 31, 2025 Existing technology 11 $ 146,651 $ ( 67,138 ) $ — $ 79,513 Customer relationships 10 21,500 ( 12,363 ) — 9,137 Trademarks and tradenames 1 7 9,800 ( 8,050 ) — 1,750 Patents 12 480 ( 320 ) — 160 $ 178,431 $ ( 87,871 ) $ — $ 90,560 Foreign currency translation adjustments 3,373 Total intangible assets, net $ 93,933 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 in 2025. Weighted Average Amortization Period (in years) Gross Carrying Amount as of December 31, 2024 Accumulated Amortization Accumulated Impairment Loss Net Carrying Value as of December 31, 2024 Existing technology 11 $ 146,651 $ ( 52,238 ) $ — $ 94,413 Customer relationships 10 21,500 ( 10,079 ) — 11,421 Trademarks and tradenames 10 16,600 ( 9,255 ) ( 4,122 ) 3,223 Patents 12 480 ( 280 ) — 200 $ 185,231 $ ( 71,852 ) $ ( 4,122 ) $ 109,257 Foreign currency translation adjustments ( 5,769 ) Total intangible assets, net $ 103,488 Of the $ 146.7 million recorded as Existing technology intangible assets as of December 31, 2025, $ 47.0 million was acquired during the first quarter of 2024 as part of the Cubicure Acquisition. The existing technology acquired in the Cubicure Acquisition had an estimated useful life of 13 years, which had the effect of increasing the weighted average amortization period from approximately 10 years as of December 31, 2023 to approximately 11 years as of December 31, 2024. Refer to Note 5 “Business Combination” . For the years ended December 31, 2025 and 2024, we did not identify any impairment triggering events that would indicate that the carrying value of our finite-lived intangible assets was not recoverable. 81 The total estimated future amortization expense for these acquired finite-lived intangible assets as of December 31, 2025 is as follows (in thousands): Fiscal Year Amortization 2026 $ 17,922 2027 15,607 2028 14,505 2029 14,505 2030 6,328 Thereafter 21,693 Total $ 90,560 Amortization expense was $ 18.8 million, $ 18.9 million and $ 16.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Note 7. 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 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 December 31, 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. Note 8. Legal Proceedings Antitrust Class Actions On June 5, 2020, a dental practice, Simon and Simon, PC (doing business as City Smiles), brought an antitrust action in the U.S. District Court for the Northern District of California on behalf of itself and a putative class of similarly situated practices 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. Plaintiff filed an amended complaint and added VIP Dental Spas as a plaintiff on August 14, 2020. On December 18, 2023, the court certified a class of persons or entities that purchased Invisalign directly from us between January 1, 2019 and March 31, 2022. The court denied Plaintiffs’ motion to certify a class of purchasers of scanners. On February 21, 2024, the court granted our motion for summary judgment on all claims brought by the plaintiffs. Plaintiffs have appealed the district court’s summary judgment ruling to the United States Court of Appeals for the Ninth Circuit. Oral argument was held on April 10, 2025. On May 3, 2021, an individual named Misty Snow brought an antitrust action in the U.S. 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 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. On February 21, 2024, the court granted our motion for summary judgment on the claims related to Section 2 allegations. The court entered judgment for the Section 2 and related state law claims on March 22, 2024. Plaintiffs have appealed the district court’s summary judgment ruling to the United States Court of Appeals for the Ninth Circuit. 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. During the course of the Misty Snow lawsuit, some additional plaintiffs joined and filed allegations based on Section 1 of the Sherman Act. 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 82 $ 31.75 million cash payment. On November 21, 2025, the court granted final approval of the settlement and dismissed the case with prejudice. In 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 approval. Straumann Litigation On April 11, 2024, we filed a lawsuit in the U.S. District Court for the Western District of Texas against ClearCorrect Operating, LLC, ClearCorrect Holdings, Inc. and Institut Straumann AG, (collectively the “Defendants”). 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. 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. A trial in the case is set for 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, October 27, October 30, and November 6, 2025, the PTAB issued decisions instituting proceedings on the remaining six IPRs. 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 Litigation On August 15, 2025, we initiated two actions in the European Unified Patent Court against Angelalign Technology, Inc.; Angelalign France Technology SASU; Europe Angelalign Technology B.V.; Angelalign Technology (Germany) GmbH; Italy Angelalign Technology S.R.L. and Shanghai EA Medical Instruments Co., Ltd. These actions allege infringement of patents related to user interfaces for treatment planning and 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 for infringement of a patent related to treatments in complex cases. The accused entities have 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. These actions are currently pending. On February 12, 2026, the Unified Patent Court issued a preliminary injunction in Align’s favor and against Angel, enjoining Angel from using its “Live Now” feature, a user interface for treatment planning. Angel must pay € 20,000 EUR per day or cease offering its infringing software feature. 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. These actions are currently pending. 83 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 an infringement action referenced above. On January 22, 2026, Shanghai Angelalign Medical Devices Co., Ltd. filed a petition with the CNIPA challenging the validity of our patent related to tooth attachments, which patent likewise is the subject of an infringement action referenced above. And on January 19, 2026, we filed a petition with the CNIPA challenging the validity of a patent held by Wuxi Angelalign Medical Device Technology Co., Ltd. regarding undercut detection and filling. These invalidity actions are currently pending. 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, 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 August 22, 2025, Shanghai Angelalign Medical Devices Co., Ltd. and Wuxi Angelalign Medical Devices Technology Co., Ltd. initiated an action against us in China’s 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. 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. 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. 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. Note 9. Commitments and Contingencies Tax Matter Beginning in the third quarter of 2023 and continuing through the first quarter of 2024, we received cumulative assessments of approximately $ 100 million from His Majesty’s Revenue and Customs (“HMRC”) for unpaid value added tax (“VAT”) related to certain clear aligner sales made during the period of October 2019 through May 2023. We were required to pay these assessments prior to contesting or litigating the matter in statutory appeal. We have historically asserted and continue to assert that doctor prescribed clear aligners sold by dentists for the orthodontic treatment of patient malocclusions are exempt from VAT, that we have reasonably relied upon statements and guidance by HMRC and that our interpretation of United Kingdom legislation is appropriate. In October 2024, the Company and HMRC reached a settlement agreement regarding the unpaid VAT related to certain aligner sales made during the period of October 2019 through mid-October 2023. As part of the settlement, HMRC agreed to vacate the judicial review (before the Administrative Court) originally scheduled for October 9th and October 10th, 2024, refund to the Company all assessments paid for the period of October 2019 through May 2023 and withdraw any potential assessments for the period from June 2023 through mid-October 2023. HMRC has refunded to the Company the assessed amounts, approximately $ 100 million. A statutory appeal (before the First-tier Tribunal - “Tax Tribunal”) was held on January 27th through January 30th, 2025. On April 24, 2025, the Tax Tribunal issued a ruling in our favor indicating that clear aligners are “dental prostheses for the purposes of VAT”, which is a key condition for the VAT exemption. On June 13, 2025, HMRC applied for permission to appeal the Tax Tribunal decision, which was granted on July 15, 2025. 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. 84 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. Indemnification Provisions In the normal course of business to facilitate transactions in our services and products, we indemnify certain parties: customers, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, services to be provided by us and intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. It is not possible to make a reasonable estimate of the maximum potential amount of future payments, if any, under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, we have a limited history of prior indemnification claims and the payments we have made under such agreements have not had a material adverse effect on our results of operations, cash flows or financial position. 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 December 31, 2025, we did not have any material indemnification claims that were probable or reasonably possible. Note 10. Stockholders’ Equity Common Stock The holders of common stock are entitled to receive dividends whenever funds are legally available and when and if declared by the Company’s Board of Directors. We have not historically declared or paid dividends on our common stock. Stock-Based Compensation Plans Our Align Technology, Inc. 2005 Incentive Plan, as amended (the “2005 Incentive Plan”), provides for the granting of incentive stock options, non-statutory stock options, restricted stock, stock appreciation rights, performance units and performance shares to employees, non-employee directors and consultants. Shares granted on or after May 16, 2013 as an award of restricted stock, restricted stock units, performance shares or performance units (“full value awards”) are counted against the authorized share reserve as one and nine-tenths (1 9/10 ) shares for every one (1) share subject to the award, and any shares canceled that were counted as one and nine-tenths shares against the plan reserve will be returned at the same ratio. As of December 31, 2025, the 2005 Incentive Plan has a total reserve of 34,668,895 shares of which 4,608,476 shares are available for issuance. We issue new shares from our pool of authorized but unissued shares to satisfy the exercise and vesting obligations of our stock-based compensation plans. Summary of Stock-Based Compensation Expense Stock-based compensation related to our stock-based awards and employee stock purchase plan for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cost of net revenues $ 6,177 $ 6,995 $ 7,462 Selling, general and administrative 132,362 123,979 115,992 Research and development 47,331 42,729 30,572 Total stock-based compensation $ 185,870 $ 173,703 $ 154,026 The income tax benefit related to stock-based compensation was $ 20.0 million, $ 19.0 million and $ 17.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. 85 Restricted Stock Units (“RSUs”) The fair value of RSUs is based on the closing price of our stock on the date of grant. Generally, RSUs vest over a period of four years . The following table summarizes RSU activity for the year ended December 31, 2025: Number of Shares Underlying RSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2024 1,019 $ 331.10 Granted 692 195.43 Vested and released ( 313 ) 354.77 Forfeited ( 148 ) 274.34 Unvested as of December 31, 2025 1,250 $ 256.80 1.3 $ 195,141 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (calculated by multiplying our closing stock price on the last trading day of fiscal year 2025 by the number of unvested RSUs) that would have been received by the unit holders had all RSUs vested and been released on the last trading day of fiscal year 2025. This amount will fluctuate based on the fair market value of our stock. During 2025, of the 312,735 shares vested and released, 90,466 shares were withheld for employee statutory tax obligations, resulting in a net issuance of 222,269 shares. The total fair value of RSUs vested as of their respective vesting dates during 2025, 2024 and 2023 was $ 61.1 million, $ 78.8 million and $ 63.0 million, respectively. The weighted average grant date fair value of RSUs granted during 2025, 2024 and 2023 was $ 195.43 , $ 307.12 and $ 316.16 , respectively. As of December 31, 2025, we expect to recognize $ 191.9 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 2.3 years. Market-Performance Based Restricted Stock Units (“MSUs”) We grant MSUs to members of senior management. Each MSU represents the right to one share of our common stock. 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 MSU activity for the year ended December 31, 2025: Number of Shares Underlying MSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2024 193 $ 679.14 Granted 127 362.98 Vested and released ( 30 ) 878.35 Forfeited ( 27 ) 638.92 Unvested as of December 31, 2025 263 $ 507.88 1.3 $ 41,148 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (calculated by multiplying our closing stock price on the last trading day of 2025 by the number of unvested MSUs) that would have been received by the unit holders had all MSUs been vested and released as of the last trading day of 2025. This amount will fluctuate based on the fair market value of our stock. During 2025, of the 29,995 shares that vested and released, 11,091 shares were withheld for employee statutory tax obligations, resulting in a net issuance of 18,904 shares. The total fair value of MSUs vested as of their respective vesting dates during 2025, 2024 and 2023 was $ 5.7 million, $ 10.1 million and $ 7.8 million, respectively. As of December 31, 2025, we expect to recognize $ 44.9 million of total unamortized compensation costs, net of estimated forfeitures, related to MSUs over a weighted average period of 1.3 years. 86 The fair value of MSUs is estimated at the grant date using a Monte Carlo simulation that includes factors for market conditions. The weighted average assumptions used in the Monte Carlo simulation were as follows: Year Ended December 31, 2025 2024 2023 Expected term (in years) 3.0 3.0 3.0 Expected volatility 51.5 % 52.0 % 59.1 % Risk-free interest rate 4.2 % 4.3 % 4.3 % Expected dividends — — — Weighted average fair value per share at grant date $ 362.98 $ 617.79 $ 629.53 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. The following table summarizes PSU activity for the year ended December 31, 2025: Number of Shares Underlying PSUs (in thousands) Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Unvested as of December 31, 2024 11 $ 204.33 Granted — — Vested and released ( 5 ) 201.63 Forfeited — — Unvested as of December 31, 2025 6 $ 206.36 1.0 $ 984 During 2025, of the 4,728 shares vested and released, 1,923 shares were withheld for employee statutory tax obligations, resulting in a net issuance of 2,805 shares. As of December 31, 2025, we expect to recognize $ 0.5 million of total unamortized compensation costs, net of estimated forfeitures, related to PSUs over a weighted average period of 1.0 year. Employee Stock Purchase Plan ( “ ESPP ” ) In May 2010, our stockholders approved the 2010 Employee Stock Purchase Plan (as amended and restated, the “2010 Purchase Plan”) which consists of consecutive overlapping twenty-four month offering periods with four six-month purchase periods in each offering period. Employees purchase shares at 85 % of the lower of the fair market value of the common stock at either the beginning of the offering period (grant date) or the end of the purchase period. The 2010 Purchase Plan will continue until terminated by either the Board of Directors or its administrator. The 2010 Purchase Plan also allows for purchase rights to employees outside the U.S. and Canada with six-month offering periods and purchase periods. In May 2021, the 2010 Purchase Plan was amended and restated to increase the maximum number of shares available for purchase to 4,400,000 shares. The following table summarizes the ESPP shares issued: Year Ended December 31, 2025 2024 2023 Number of shares issued (in thousands) 147 120 114 Weighted average price $ 148.77 $ 213.11 $ 234.19 As of December 31, 2025, 1,728,664 shares remain available for future issuance. 87 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: Year Ended December 31, 2025 2024 2023 Expected term (in years) 1.2 1.3 1.2 Expected volatility 56.2 % 49.2 % 56.4 % Risk-free interest rate 4.0 % 4.6 % 4.9 % Expected dividends — — — Weighted average fair value at grant date $ 64.94 $ 94.75 $ 132.94 We recognized stock-based compensation related to our employee stock purchase plan of $ 15.1 million, $ 14.0 million and $ 20.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we expect to recognize $ 10.6 million of total unamortized compensation costs related to future employee stock purchases over a weighted average period of 0.6 years. Note 11. Common Stock Repurchase Programs We enter into Accelerated Share Repurchase (“ASR”) agreements and Open Market Repurchase (“OMR”) programs providing for the repurchase of our common stock based on the volume-weighted average price during the term of the agreement, less an agreed upon discount. Under the terms of each ASR, the financial institution may be required to deliver additional shares of common stock at final settlement or, under certain circumstances, we may be required at our election, to either deliver shares or make a cash payment to the financial institution. The ASRs limit the number of shares we would be required to deliver. In January 2023, our Board of Directors authorized a plan to repurchase up to $ 1.0 billion of our common stock (“January 2023 Repurchase Program”). 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 December 31, 2025, we have $ 831.2 million remaining available for repurchase under the April 2025 Repurchase Program. The following tables summarize the total repurchases of our common stock pursuant to ASR agreements and OMR programs under the January 2023 and April 2025 Repurchase Programs for the years ended December 31, 2025 and 2024: Accelerated Share Repurchases Agreement Date Repurchase Program Amount Paid (in millions) Completion Date Total Shares Received Average Price per Share Q4 2023 January 2023 $ 250.0 Q1 2024 1,086,334 $ 230.13 Open Market Repurchases Agreement Date Repurchase Program Amount Paid (in millions) Completion Date Total Shares Received Average Price per Share Q4 2023 January 2023 $ 100.0 Q4 2023 465,518 $ 214.81 Q2 2024 January 2023 $ 150.0 Q2 2024 598,302 $ 250.73 Q4 2024 January 2023 $ 275.0 Q1 2025 1,241,509 $ 221.50 Q1 2025 January 2023 $ 225.0 Q2 2025 1,339,124 $ 168.02 Q3 2025 April 2025 $ 168.8 N/A 1 1,203,883 $ 140.22 1 On August 5, 2025, we initiated a $ 200 million open market repurchase program, which was completed in January 2026. The amount paid, total shares received and average price per share per the table above are determined as of December 31, 2025. As of December 31, 2025, we had $ 831.2 million available for repurchases under the April 2025 Repurchase Program. In January 2026, we repurchased $ 31.2 million of our common stock initiated in the Q3 2025 open market repurchase program. 88 Note 12. Employee Benefit Plans We have a defined contribution retirement plan as defined in Section 401(k) of the Internal Revenue Code for our U.S. employees which covers substantially all U.S. employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. We match 50 % of our employee’s salary deferral contributions up to 6 % of the employee’s eligible compensation. We contributed approximately $ 9.7 million, $ 10.0 million and $ 9.5 million to the 401(k) plan during the years ended December 31, 2025, 2024 and 2023, respectively. We also have defined contribution retirement plans outside of the U.S. to which we contributed $ 59.9 million, $ 57.4 million and $ 55.1 million during the years ended December 31, 2025, 2024 and 2023, respectively. Note 13. Income Taxes Net income before provision for income taxes consists of the following (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ 280,926 $ 334,485 $ 315,643 Foreign 304,361 274,474 325,561 Net income before provision for income taxes $ 585,287 $ 608,959 $ 641,204 The provision for (benefit from) income taxes consists of the following (in thousands): Year Ended December 31, 2025 2024 2023 Federal Current $ 52,962 $ 95,027 $ 134,332 Deferred 14,385 1,578 ( 16,805 ) 67,347 96,605 117,527 State Current 13,977 13,702 28,535 Deferred 13,766 3,384 ( 3,157 ) 27,743 17,086 25,378 Foreign Current 74,689 56,653 51,306 Deferred 5,157 17,253 1,940 79,846 73,906 53,246 Provision for (benefit from) income taxes $ 174,936 $ 187,597 $ 196,151 The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09: 89 Year Ended December 31, 2025 Amount Percent US federal statutory income tax rate $ 122,911 21.0 % State income taxes, net of federal tax benefit * 25,901 4.4 Foreign tax effects Switzerland Statutory tax rate difference between Switzerland and U.S. ( 11,536 ) ( 2.0 ) Canton tax 3,233 0.6 Swiss tax rate change - Remeasurement of deferred tax assets 15,136 2.6 Other 4,102 0.7 Mexico Impairment Loss 7,111 1.2 Other 1,303 0.2 Other Foreign Jurisdictions 14,135 2.4 Effect of cross-border tax laws: Subpart F 21,622 3.7 Foreign-derived intangible income ( 13,611 ) ( 2.3 ) Other 825 0.2 Tax Credits Research and development tax credits ( 7,840 ) ( 1.3 ) Nontaxable or Nondeductible Items Share-based payment awards 17,335 3.0 Other 3,219 0.5 Changes in Unrecognized Tax Benefits ( 29,673 ) ( 5.1 ) Other Adjustments 763 0.1 Income Tax expense $ 174,936 29.9 % *State and local taxes in California, New York, Minnesota and New York City made up the majority (greater than 50%) of the tax effect in this category. The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09: Year Ended December 31 2024 2023 U.S. federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.2 2.9 U.S. tax on foreign earnings 5.4 3.7 Impact of differences in foreign tax rates ( 2.0 ) 1.4 Stock-based compensation 3.4 3.0 Settlement on audits — 0.1 Change in valuation allowance 0.9 ( 1.3 ) Other items not individually material ( 0.1 ) ( 0.2 ) Effective tax rate 30.8 % 30.6 % 90 As of December 31, 2025 and 2024, the significant components of our deferred tax assets and liabilities are (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss and capital loss carryforwards $ 1,683 $ 2,741 Reserves and accruals 61,496 67,221 Stock-based compensation 30,975 29,255 Deferred revenue 140,486 146,509 Capitalized research & development 23,021 32,027 Amortizable tax basis in intangibles 1,283,968 1,301,338 Other 649 12,282 Deferred tax assets before valuation allowance 1,542,278 1,591,373 Valuation allowance ( 11,498 ) ( 19,390 ) Total deferred tax assets 1,530,780 1,571,983 Deferred tax liabilities: Depreciation and amortization $ 11,610 $ 16,485 Acquisition-related intangibles 16,357 28,868 Other 14,426 4,511 Total deferred tax liabilities 42,393 49,864 Net deferred tax assets $ 1,488,387 $ 1,522,119 As of December 31, 2025, it was considered more likely than not that our deferred tax assets would be realized with the exception of certain interest expense carryovers, capital loss carryovers and unrealized translation losses as we are unable to forecast sufficient future profits to realize these deferred tax assets. The total valuation allowance as of December 31, 2025 was $ 11.5 million. During the year ended December 31, 2025, the valuation allowance decreased by $ 7.9 million primarily due to the change in deferred tax assets on certain interest expense and unrealized translation losses from our German subsidiaries. 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. 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. As of December 31, 2025, we have foreign net operating loss carryforwards of approximately $ 4.7 million, attributed mainly to losses in Russia and Germany. The losses in Germany can be carried forward indefinitely. The operating loss carryforwards in Russia, if not utilized, will expire beginning 2033. The changes in the balance of gross unrecognized tax benefits, which exclude interest and penalties, for the years ended December 31, 2025, 2024 and 2023, are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Gross unrecognized tax benefits at January 1, $ 145,534 $ 149,172 $ 141,560 Increases related to tax positions taken during the current year 8,879 12,264 8,616 Increases related to tax positions taken during a prior year 1,288 2,031 5,647 Decreases related to tax positions taken during a prior year ( 4,286 ) ( 3,924 ) ( 533 ) Decreases related to expiration of statute of limitations ( 33,988 ) ( 14,009 ) ( 3,654 ) Decreases related to settlement with tax authorities — — ( 2,464 ) Gross unrecognized tax benefits at December 31, $ 117,427 $ 145,534 $ 149,172 The total amount of gross unrecognized tax benefits as of December 31, 2025 was $ 117.4 million, of which $ 111.9 million would impact our effective tax rate if recognized. 91 We file U.S. federal, U.S. state, and non-U.S. income tax returns. Our major tax jurisdictions include U.S. federal, the State of California and Switzerland. We are under IRS audit for U.S. federal tax returns from 2018 to 2020. For U.S state tax returns, we are no longer subject to tax examinations for years before 2020. With few exceptions, we are no longer subject to examination by other foreign tax authorities for years before 2017. We have elected to recognize interest and penalties related to unrecognized tax benefits as a component of income taxes. Interest and penalties included in tax expense for the years ended December 31, 2025, 2024 and 2023 as well as accrued as of December 31, 2025 and 2024 were not material. Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirement of ASU 2023-09 for the year ended December 31, 2025: Year Ended December 31, 2025 United States - Federal $ 72,872 United States - State and local 13,792 Israel 7,291 Other foreign jurisdictions 40,798 Total income taxes paid $ 134,753 Note 14. Net Income per Share Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted average number of shares of common stock, adjusted for any dilutive effect of potential common stock. Potential common stock, computed using the treasury stock method, includes RSUs, MSUs, PSUs and our ESPP. The following table sets forth the computation of basic and diluted net income per share attributable to common stock (in thousands, except per share amounts): Year Ended December 31, 2025 2024 2023 Numerator: Net income $ 410,351 $ 421,362 $ 445,053 Denominator: Weighted average common shares outstanding, basic 72,542 74,877 76,426 Dilutive effect of potential common stock 46 116 142 Total shares, diluted 72,588 74,993 76,568 Net income per share, basic $ 5.66 $ 5.63 $ 5.82 Net income per share, diluted $ 5.65 $ 5.62 $ 5.81 Anti-dilutive potential common shares 1 1,239 685 293 1 Represents approximately 1,238 thousand RSU and 1 thousand ESPP weighted-average outstanding common stock equivalent shares for the year ended December 31, 2025, approximately 685 thousand RSU shares for the year ended December 31, 2024, and approximately 263 thousand RSU and 30 thousand ESPP weighted-average outstanding common stock equivalent shares for the year ended December 31, 2023 that are excluded from the calculation of diluted net income per share as the effect would have been anti-dilutive. 92 Note 15. Supplemental Cash Flow Information The supplemental cash flow information consists of the following (in thousands): Year Ended December 31, 2025 2024 2023 Taxes paid $ 134,753 $ 177,082 $ 294,569 Non-cash investing and financing activities: Acquisition of property, plant and equipment in accounts payable and accrued liabilities $ 16,592 $ 18,974 $ 32,280 Final settlement of prior year stock repurchase forward contract $ — $ 50,000 $ 40,000 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 39,856 $ 39,526 $ 33,714 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 22,291 $ 32,671 $ 27,901 Note 16. Segments and Geographical Information Segment Information 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. We group our operations into two reportable segments: Clear Aligner segment and Imaging Systems and CAD/CAM services (“Systems and Services”) segment, which are based on our predominant product lines. Our CODM uses gross profit and income from operations to assess each reportable segment’s performance, by reviewing each measure against internal forecasts and historical performance. Our CODM may also benchmark each segment’s performance against our competitors and external expectations. 93 Summarized financial information by reportable segment is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Net revenues Clear Aligner $ 3,245,404 $ 3,230,122 $ 3,199,329 Systems and Services 789,560 768,890 662,931 Total net revenues $ 4,034,964 $ 3,999,012 $ 3,862,260 Cost of net revenues 1 Clear Aligner $ 1,058,893 $ 952,136 $ 911,291 Systems and Services 265,058 247,717 244,106 Total cost of goods sold $ 1,323,951 $ 1,199,853 $ 1,155,397 Gross profit Clear Aligner $ 2,186,511 $ 2,277,986 $ 2,288,038 Systems and Services 524,502 521,173 418,825 Total gross profit $ 2,711,013 $ 2,799,159 $ 2,706,863 Other Segment expenses Clear Aligner $ 1,151,720 $ 1,135,782 $ 1,105,781 Systems and Services 218,412 251,951 227,470 Unallocated corporate expenses 795,126 803,798 730,274 Total operating expenses $ 2,165,258 $ 2,191,531 $ 2,063,525 Segment income from operations Clear Aligner $ 1,034,791 $ 1,142,204 $ 1,182,257 Systems and Services 306,090 269,222 191,355 Total segment income from operations $ 1,340,881 $ 1,411,426 $ 1,373,612 1 Management has identified Cost of net revenues as a significant expense for our Clear Aligner and Systems and Services reportable segments. 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. Certain operating expenses are not directly attributable to a reportable segment and must be allocated. 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 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): Year Ended December 31, 2025 2024 2023 Total segment income from operations $ 1,340,881 $ 1,411,426 $ 1,373,612 Unallocated corporate expenses ( 795,126 ) ( 803,798 ) ( 730,274 ) Total income from operations 545,755 607,628 643,338 Interest income 16,045 20,218 17,258 Other income (expense), net 23,487 ( 18,887 ) ( 19,392 ) Net income before provision for income taxes $ 585,287 $ 608,959 $ 641,204 The following table includes certain non-cash expenses for each reportable segment (in thousands): 94 Year Ended December 31, 2025 2024 2023 Stock-based compensation Clear Aligner $ 23,883 $ 22,888 $ 13,963 Systems and Services 1,525 1,595 1,293 Unallocated corporate expenses 160,462 149,220 138,770 Total stock-based compensation $ 185,870 $ 173,703 $ 154,026 Depreciation and amortization Clear Aligner $ 151,565 $ 67,450 $ 64,781 Systems and Services 39,513 30,998 31,518 Unallocated corporate expenses 46,358 46,586 46,102 Total depreciation and amortization $ 237,436 $ 145,034 $ 142,401 Our CODM does not regularly review total assets at the reportable segment level; however, we have provided geographical information related to our long-lived assets below. Geographical Information Net revenues are presented below by geographic area (in thousands): Year Ended December 31, 2025 2024 2023 Net revenues 1 : U.S. $ 1,661,185 $ 1,695,696 $ 1,665,925 Switzerland 920,588 983,629 1,168,320 Other International 1,453,191 1,319,687 1,028,015 Total net revenues $ 4,034,964 $ 3,999,012 $ 3,862,260 1 Net revenues are attributed to countries based on the location of where revenues are recognized by our legal entities. 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): December 31, 2025 2024 Long-lived assets 1 : Switzerland $ 493,584 $ 571,628 U.S. 200,343 207,689 Other International 545,848 605,193 Total long-lived assets $ 1,239,775 $ 1,384,510 1 Long-lived assets are attributed to countries based on the location of our entity that owns or leases the assets. Note 17. Restructuring and Other Charges 2023 Restructuring During 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 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 year ended December 31, 2025, we reduced our 95 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. 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 incurred $ 40.9 million in total restructuring expenses, primarily related to involuntary termination benefits, including employee severance and other post-employment benefits. We have recorded $ 5.5 million in Cost of net revenues and $ 35.4 million in Restructuring and other charges in our Consolidated Statements of Operations as of December 31, 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 December 31, 2025, $ 17.1 million remained unpaid and was included in Accrued liabilities in our Consolidated Balance Sheets. Activity related to the restructuring liabilities associated with our restructuring initiatives consist of the following (in thousands): For the twelve months ended December 31, 2024 2023 Restructuring 2024 Restructuring Total Balance at beginning of period 1 $ 5,299 $ — $ 5,299 Restructuring and other charges ( 598 ) 36,991 36,393 Cash payments and adjustments ( 4,701 ) ( 23,990 ) ( 28,691 ) Balance at end of period 1 $ — $ 13,001 $ 13,001 For the twelve months ended December 31, 2025 2024 Restructuring 2025 Restructuring 2 Total Balance at beginning of period 1 $ 13,001 $ — $ 13,001 Restructuring and other charges 2,056 40,888 42,944 Cash payments and adjustments ( 14,569 ) ( 23,776 ) ( 38,345 ) Balance at end of period 1 $ 488 $ 17,112 $ 17,600 1 Included in “Accrued liabilities” within our Consolidated Balance Sheets. 2 2025 restructuring activities include an immaterial amount of charges for non post-employment benefit related restructuring expense. Note 18. Assets Held for Sale In connection with the 2025 Restructuring activities, refer to Note 17 “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. Upon classification as held for sale, the Company assesses fair value less costs to sell at each reporting period until the asset is no longer classified as held for sale. 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. The Company classified the disposal group as held for sale for $ 27.9 million, which represents the disposal group’s fair value less estimated costs to sell. Fair value of the disposal group was 96 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. For the year ended December 31, 2025, we recognized an impairment loss of $ 23.1 million on assets held for sale, which was recorded within Cost of net revenues in our Consolidated Statements of Operations. The entire impairment loss was attributable to our Clear Aligner reportable segment. As of December 31, 2025, we had adjusted assets held for sale of $ 28.0 million, which are presented separately as Assets held for sale in our Consolidated Balance Sheets. We had no assets held for sale as of December 31, 2024. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not applicable. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management’s Annual Report on Internal Control over Financial Reporting. See “Management’s Annual Report on Internal Control over Financial Reporting” in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the fiscal quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included therein is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance. 97 The information required by Item 401 of Regulation S-K concerning our directors is incorporated by reference to the section entitled “Director Nominees” contained in the Proxy Statement. The information required by Item 401 of Regulation S-K concerning our executive officers is set forth in Part I, Item 1, “Business” contained in this Annual Report on Form 10-K under the section entitled “Information about our Executive Officers.” If applicable, the information required by Item 405 of Regulation S-K concerning delinquent reports under Section 16(a) of the Exchange Act will be incorporated by reference to the section entitled “Delinquent Section 16(a) Reports” contained in the Proxy Statement. The information required by Item 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated by reference to the section entitled “Corporate Governance” contained in the Proxy Statement. Insider Trading Arrangements and Policies We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees, consultants, contractors and our agents that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, which is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, it is our policy that any trades by us will comply with applicable law, including laws with respect to insider trading. Code of Ethics We have a code of ethics (which we call our Global Code of Conduct) that applies to all of our employees, including our principal executive officer, principal financial officer and controller. Our Global Code of Conduct is posted on the investor relations portion of our website at http://investor.aligntech.com within the section captioned “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Global Code of Conduct by posting such information on our website, at the address and location specified above, rather than by filing a Current Report on Form 8-K. Item 11. Executive Compensation. The information required by Item 402 of Regulation S-K is incorporated by reference to the sections entitled “Executive Compensation—Compensation Discussion and Analysis,” “Compensation Tables” and “Director Compensation” contained in the Proxy Statement. The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is incorporated by reference to the sections entitled “Corporate Governance—Committee Responsibilities and Oversight—Compensation and Human Capital Committee—Compensation Committee Interlocks and Insider Participation” and “Compensation and Human Capital Committee Report,” respectively, contained in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by Item 403 of Regulation S-K is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” contained in the Proxy Statement. Equity Compensation Plan Information The following table provides information as of December 31, 2025 about our common stock that may be issued upon the awards granted to employees, consultants or members of our Board under all existing equity compensation plans, including our 2005 Annual Incentive Plan (“2005 Plan”) and 2010 Employee Stock Purchase Plan (“ESPP”), each as amended, and certain individual arrangements. Refer to Note 10 “Stockholders’ Equity” of the Notes to Consolidated Financial Statements for a description of our equity compensation plans. 98 Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 1,519,520 (1) $ 7,088,161 (2),(3) Equity compensation plans not approved by security holders — — — Total 1,519,520 $ 7,088,161 (1) Includes 1,249,704 restricted stock units (“RSUs”), 263,516 market-performance based RSUs (“MSUs”) at 100% target and 6,300 RSUs with performance conditions, which have an exercise price of zero. (2) Includes 4,608,476 and 1,728,664 shares available for issuance under our 2005 Plan and ESPP, respectively. We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights or the weighted average exercise price of outstanding rights under the ESPP. (3) Includes additional 751,021 of potentially issuable MSUs if performance targets are achieved at maximum payout. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 404 and Item 407 of Regulation S-K is incorporated by reference to the sections entitled “Certain Relationships and Related Party Transactions” and “Corporate Governance—Board Structure and Independence,” respectively, contained in the Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by Item 9(e) of Schedule 14A is incorporated by reference to the section entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” contained in the Proxy Statement. 99 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statements 1. Consolidated financial statements The following documents are filed as part of this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm 58 Consolidated Statements of Operations for the year ended December 31, 2025, 2024 and 2023 60 Consolidated Statements of Comprehensive Income for the year ended December 31, 2025, 2024 and 2023 61 Consolidated Balance Sheets as of December 31, 2025 and 2024 62 Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2025, 2024 and 2023 63 Consolidated Statements of Cash Flows for the year ended December 31, 2025, 2024 and 2023 64 Notes to Consolidated Financial Statements 65 2. The following financial statement schedule is filed as part of this Annual Report on Form 10-K: Schedule II—Valuation and Qualifying Accounts and Reserves for the year ended December 31, 2025, 2024 and 2023 All other schedules have been omitted as they are not required, not applicable, or the required information is otherwise included. SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS AND RESERVES Balance at Beginning of Period Additions (Reductions) to Costs and Expenses Write Offs Balance at End of Period (in thousands) Allowance for doubtful accounts: Year Ended December 31, 2023 $ 10,343 $ 8,002 $ ( 3,452 ) $ 14,893 Year Ended December 31, 2024 $ 14,893 $ 8,282 $ ( 4,044 ) $ 19,131 Year Ended December 31, 2025 $ 19,131 $ 18,738 $ ( 3,656 ) $ 34,213 Valuation allowance for deferred tax assets: Year Ended December 31, 2023 $ 23,286 $ ( 8,295 ) $ — $ 14,991 Year Ended December 31, 2024 $ 14,991 $ 4,399 $ — $ 19,390 Year Ended December 31, 2025 $ 19,390 $ ( 7,892 ) $ — $ 11,498 100 (b) The following exhibits are included in this Annual Report on Form 10-K: Exhibit Number Description Form Date Exhibit Number Incorporated by Reference herein Filed herewith 3.1 Amended and Restated Certificate of Incorporation of Align Technology, Inc. 10-Q 8/6/2025 3.1 3.2 Amended and Restated Bylaws of Align Technology, Inc. 8-K 2/26/2026 3.1 4.1 Form of Specimen Common Stock Certificate S-1/A (File No. 333-49932) 1/17/2001 4.1 4.2 Description of the Registered Securities of Align Technology, Inc. * 10.1† Align Technology, Inc. 2010 Employee Stock Purchase Plan (as amended and restated as of May 19, 2021) 8-K 5/20/2021 10.1 10.2† Align Technology, Inc. 2005 Incentive Plan (as amended on May 21, 2025) 8-K 5/21/2025 10.1 10.3† Form of RSU Agreement under 2005 Incentive Plan (Non-employee Director Form) 10-K 2/28/2020 10.5 10.4† Align 2019 Global RSU Agreement 10-K 2/28/2019 10.6 10.5† Form of RSU Agreement under 2005 Incentive Plan (CEO Form) 10-K 2/28/2025 10.7 10.6† Form of RSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016) 10-Q 5/5/2023 10.2 10.7† Form of RSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016) 10-Q 5/5/2023 10.3 10.8† Form of MSU Agreement under 2005 Incentive Plan (CEO Form ) 10-Q 5/5/2023 10.4 10.9† Form of MSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed after September 2016) 10-Q 5/5/2023 10.5 10.10† Form of MSU Agreement under 2005 Incentive Plan (Executive Officer Form for officers appointed prior to September 2016) 10-Q 5/5/2023 10.6 10.11† Form of Employment Agreement by and between Align Technology, Inc. and each executive officer (non-CEO Form) (for executive officers appointed prior to September 2016) 10-Q 5/8/2008 10.3 10.12† Form of Employment Agreement by and between Align Technology, Inc. and each executive officer (non-CEO Form) (for executive officers appointed after September 2016) 10-K 2/28/2017 10.8 10.13† Amended and Restated Chief Executive Officer Employment Agreement, dated April 16, 2015, by and between Align Technology, Inc. and Joseph Hogan 10-Q 5/1/2015 10.30 10.14† Employment Agreement, dated November 7, 2016, by and between Align Technology, Inc. and John F. Morici 10-Q 11/8/2016 10.2 10.15† Form of Indemnification Agreement by and between Align Technology, Inc. and each of its directors and executive officers * 10.16 Credit Agreement, dated July 21, 2020, by and among Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent 10-Q 10/30/2020 10.1 10.17 First Amendment, dated April 21, 2022, to Credit Agreement by and among Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020 10-K 2/27/2023 10.18 10.18 Second Amendment, dated December 23, 2022, to Credit Agreement by and among Align Technology, Inc. and the lenders party thereto from time to time and Citibank, N.A., as administrative agent, dated July 21, 2020 10-K 2/27/2023 10.19 10.19* Share Purchase Agreement, dated September 1, 2023, by and among Align Holdings GmbH, Align Technology Switzerland GmbH and the Sellers provided therein 10-Q 11/3/2023 10.1 19.1 Align Technology, Inc. Insider Trading Policy * 21.1 Subsidiaries of Align Technology, Inc. * 101 Exhibit Number Description Form Date Exhibit Number Incorporated by Reference herein Filed herewith 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm * 31.1 Certifications of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 * 31.2 Certifications of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003 * 32.1 t Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003 * 97.1 Align Technology, Inc. Clawback Policy 10-K 2/28/2024 97.1 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * __________________________________ † Management contract or compensatory plan or arrangement. * Certain information contained in this exhibit has been omitted because it is not material and (i) would likely cause competitive harm to the registrant if publicly disclosed or (ii) is the type that the registrant treats as private or confidential. t Furnished herewith. Item 16. Form 10-K Summary. None. 102 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALIGN TECHNOLOGY, INC. By: /s/ JOSEPH M. HOGAN Joseph M. Hogan President and Chief Executive Officer Date: February 27, 2026 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Joseph M. Hogan or John F. Morici, jointly and severally, his or her attorney-in-fact, each with the full power of substitution, for such person in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ JOSEPH M. HOGAN President, Chief Executive Officer and Director ( Principal Executive Officer ) February 27, 2026 Joseph M. Hogan /s/ JOHN F. MORICI Chief Financial Officer and Executive Vice President, Global Finance ( Principal Financial Officer and Principal Accounting Officer ) February 27, 2026 John F. Morici /s/ KEVIN T. CONROY Director February 27, 2026 Kevin T. Conroy /s/ KEVIN J. DALLAS Director February 27, 2026 Kevin J. Dallas /s/ JOSEPH LACOB Director February 27, 2026 Joseph Lacob /s/ C. RAYMOND LARKIN, JR. Chairman of the Board February 27, 2026 C. Raymond Larkin, Jr. /s/ GEORGE J. MORROW Director February 27, 2026 George J. Morrow /s/ ANNE M. MYONG Director February 27, 2026 Anne M. Myong /s/ MOJDEH POUL Director February 27, 2026 Mojdeh Poul /s/ ANDREA L. SAIA Director February 27, 2026 Andrea L. Saia /s/ SUSAN E. SIEGEL Director February 27, 2026 Susan E. Siegel /s/ BRITT VITALONE Director February 27, 2026 Britt Vitalone 103