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10-Q – 2026-05-06 – algn-20260331.htm
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-32259 ____________________________ ALIGN TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) ____________________________ Delaware 94-3267295 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 410 North Scottsdale Road, Suite 1300 Tempe , Arizona 85288 (Address of principal executive offices) (Zip Code) ( 602 ) 742-2000 (Registrant’s telephone number, including area code) ____________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value ALGN The NASDAQ Stock Market LLC (NASDAQ Global Select Market) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ I ndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 1, 2026, the number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, was 71,618,127 . 1 Table of Contents ALIGN TECHNOLOGY, INC. TABLE OF CONTENTS PART I FINANCIAL INFORMATION 3 Item 1. Financial Statements (Unaudited): 3 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Comprehensive Income 4 Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Stockholders’ Equity 6 Condensed Consolidated Statements of Cash Flows 7 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk 36 Item 4. Controls and Procedures 37 PART II OTHER INFORMATION 37 Item 1. Legal Proceedings 37 Item 1A. Risk Factors 38 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 52 Item 3. Defaults Upon Senior Securities 52 Item 4. Mine Safety Disclosures 52 Item 5. Other Information 52 Item 6. Exhibits 53 Signatures 54 Invisalign, Align, the Invisalign logo, ClinCheck, Invisalign Assist, Invisalign First, Invisalign Go, the Invisalign sonic logo, Vivera, SmartForce, SmartTrack, SmartStage, SmileView, iTero, iTero Element, iTero Lumina, Orthocad, exocad, Align Digital Platform, Align Oral Health Suite, Invisalign Smile Architect, Smile Architect, iTero exocad Connector, exocad Dental CAD, and Cubicure, among others, are trademarks and/or service marks of Align Technology, Inc. or one of its subsidiaries or affiliated companies and may be registered in the United States and/or other countries. 2 Table of Contents PART I—FINANCIAL INFORMATION Item 1. Financial Statements. ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended March 31, 2026 2025 Net revenues $ 1,040,087 $ 979,262 Cost of net revenues 303,500 299,154 Gross profit 736,587 680,108 Operating expenses: Selling, general and administrative 465,342 447,629 Research and development 98,658 97,201 Legal settlements 30,632 4,178 Total operating expenses 594,632 549,008 Income from operations 141,955 131,100 Interest income and other income (expense), net: Interest income 3,911 5,316 Other income (expense), net 3,020 4,026 Total interest income and other income (expense), net 6,931 9,342 Net income before provision for income taxes 148,886 140,442 Provision for income taxes 36,115 47,212 Net income $ 112,771 $ 93,230 Net income per share: Basic $ 1.58 $ 1.27 Diluted $ 1.57 $ 1.27 Shares used in computing net income per share: Basic 71,425 73,562 Diluted 71,614 73,615 The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements. 3 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) (unaudited) Three Months Ended March 31, 2026 2025 Net income $ 112,771 $ 93,230 Other comprehensive income: Change in foreign currency translation adjustment, net of tax ( 5,295 ) 12,199 Other comprehensive income (loss) ( 5,295 ) 12,199 Comprehensive income $ 107,476 $ 105,429 The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements. 4 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) (unaudited) March 31, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 1,059,834 $ 1,094,908 Accounts receivable, net of allowance for doubtful accounts of $ 36,361 and $ 34,213 , respectively 1,125,114 1,101,757 Inventories 214,944 226,343 Prepaid expenses and other current assets 215,706 165,571 Assets held for sale 39,832 27,983 Total current assets 2,655,430 2,616,562 Property, plant and equipment, net 1,108,092 1,131,453 Operating lease right-of-use assets, net 110,223 108,322 Goodwill 503,041 491,833 Intangible assets, net 100,818 93,933 Deferred tax assets 1,471,425 1,513,542 Other assets 365,144 278,048 Total assets $ 6,314,173 $ 6,233,693 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 123,720 $ 121,450 Accrued liabilities 546,879 536,749 Deferred revenues 1,235,254 1,261,816 Total current liabilities 1,905,853 1,920,015 Income tax payable 67,287 68,200 Operating lease liabilities 83,422 82,507 Other long-term liabilities 108,192 113,824 Total liabilities 2,164,754 2,184,546 Commitments and contingencies (Note 6 and Note 7) Stockholders’ equity: Preferred stock, $ 0.0001 par value ( 5,000 shares authorized; none issued) — — Common stock, $ 0.0001 par value ( 200,000 shares authorized; 71,617 and 71,364 issued and outstanding, respectively) 7 7 Additional paid-in capital 1,530,934 1,509,595 Accumulated other comprehensive income, net 70,093 75,388 Retained earnings 2,548,385 2,464,157 Total stockholders’ equity 4,149,419 4,049,147 Total liabilities and stockholders’ equity $ 6,314,173 $ 6,233,693 The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements. 5 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) (unaudited) 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 71,364 $ 7 $ 1,509,595 $ 75,388 $ 2,464,157 $ 4,049,147 Net income — — — — 112,771 112,771 Net change in foreign currency translation adjustment — — — ( 5,295 ) — ( 5,295 ) Issuance of common stock relating to employee equity compensation plans 592 — 11,718 — — 11,718 Tax withholdings related to net share settlements of equity awards ( 153 ) — ( 28,651 ) — — ( 28,651 ) Common stock repurchased and retired ( 186 ) — ( 2,652 ) — ( 28,543 ) ( 31,195 ) Stock-based compensation — — 40,924 — — 40,924 Balance as of March 31, 2026 71,617 $ 7 $ 1,530,934 $ 70,093 $ 2,548,385 $ 4,149,419 Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total Three Months Ended March 31, 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 — — — — 93,230 93,230 Net change in foreign currency translation adjustment — — — 12,199 — 12,199 Issuance of common stock relating to employee equity compensation plans 393 — 13,909 — — 13,909 Tax withholdings related to net share settlements of equity awards ( 99 ) — ( 19,577 ) — — ( 19,577 ) Common stock repurchased and retired ( 1,086 ) — ( 14,756 ) — ( 187,744 ) ( 202,500 ) Stock-based compensation — — 44,997 — — 44,997 Balance as of March 31, 2025 73,057 $ 7 $ 1,386,807 $ 18,177 $ 2,389,252 $ 3,794,243 The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements. 6 Table of Contents ALIGN TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited ) Three Months Ended March 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 112,771 $ 93,230 Adjustments to reconcile net income to net cash provided by operating activities: Deferred taxes 40,644 33,683 Depreciation and amortization 56,548 39,148 Stock-based compensation 40,924 44,997 Non-cash operating lease cost 10,062 9,457 Gain on Assets held for sale ( 11,699 ) — Fair value adjustment for equity investment ( 7,724 ) — Other non-cash operating activities 7,309 2,950 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable ( 40,989 ) ( 65,302 ) Inventories 9,349 7,396 Prepaid expenses and other assets ( 44,492 ) ( 21,970 ) Accounts payable 4,929 8,575 Accrued and other long-term liabilities 5,376 ( 67,877 ) Long-term income tax payable ( 913 ) 3,316 Deferred revenues ( 31,053 ) ( 34,927 ) Net cash provided by operating activities 151,042 52,676 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions, net of cash acquired ( 18,963 ) — Purchase of property, plant and equipment ( 30,785 ) ( 25,289 ) Investment in convertible notes ( 31,342 ) — Purchase of equity investments ( 50,491 ) — Net cash used in investing activities ( 131,581 ) ( 25,289 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 11,718 13,909 Common stock repurchases, net of excise tax ( 31,195 ) ( 201,088 ) Payroll taxes paid upon the vesting of equity awards ( 28,651 ) ( 19,577 ) Net cash used in financing activities ( 48,128 ) ( 206,756 ) Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 6,387 ) 8,480 Net decrease in cash, cash equivalents, and restricted cash ( 35,054 ) ( 170,889 ) Cash, cash equivalents and restricted cash at beginning of the period 1,096,186 1,044,963 Cash, cash equivalents and restricted cash at end of the period $ 1,061,132 $ 874,074 The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements. 7 Table of Contents ALIGN TECHNOLOGY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1. Summary of Significant Accounting Policies Basis of Presentation and Preparation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Align Technology, Inc. (“we”, “our”, the “Company” or “Align”) on a consistent basis with the audited Consolidated Financial Statements for the year ended December 31, 2025, and contain all adjustments, including normal recurring adjustments, necessary to fairly state the information set forth herein. These unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”), and, therefore, omit certain information and footnote disclosures necessary to present the unaudited Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition and deferred revenues, useful lives of intangible assets and property, plant and equipment, goodwill, income taxes, contingent liabilities, the fair values of financial instruments, stock-based compensation and the valuation of investments in privately held companies among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. In connection with the 2025 Restructuring activities discussed in Note 14 “Restructuring and Other Charges,” we committed to a plan to dispose of, other than by sale, specifically identified manufacturing assets prior to the end of their estimated useful lives during the third quarter of 2025. Accordingly, we have revised the estimated useful lives of these assets to reflect our use through the disposal date. For the three months ended March 31, 2026, we recorded $ 15.6 million of accelerated depreciation expense related to these assets. The increase in depreciation expense negatively impacted Net income, net of tax, by $ 11.8 million or $ 0.17 per basic share and $ 0.16 per diluted share. We have materially completed the disposition of these assets as of March 31, 2026. Certain Risks and Uncertainties Financial instruments which potentially expose the Company to concentration of credit risk, consist principally of cash and cash equivalents. These instruments have minimal credit risk exposures. Management regularly monitors their compositions and maturities. 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. We purchase certain inventory from sole suppliers. Additionally, we rely on a limited number of hardware manufacturers. The inability of any supplier or manufacturer to fulfill our supply requirements could materially and adversely impact our future operating results. Recent Accounting Pronouncements (i) New Accounting Pronouncements Recently Adopted On July 30, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05 (“ASU 2025-05”), “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments in this update provide a practical expedient for entities estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, 8 Table of Contents R evenue from Contracts with Customers . Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. The guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the financial statements and related disclosures. (ii) Recent Accounting Pronouncements Not Yet Effective On September 29, 2025, the FASB issued ASU 2025-07, "Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract," which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those periods. Early adoption is permitted. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations. On September 18, 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software.” The amendments in this ASU simplify the accounting for internal-use software by eliminating the existing project development stages and introducing new guidance for evaluating the probable-to-complete threshold for capitalization. The amendments in this ASU also require the application of ASC 360-10 disclosure requirements for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The provisions of ASU 2025-06 are effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the effect of this pronouncement on its annual consolidated financial statements. On November 4, 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ” The amendments in this ASU require a public entity to disclose, in the notes to the financial statements, specified information about certain costs and expenses, including the amounts of inventory purchases, employee compensation, depreciation and intangible asset amortization. For public business entities, the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. There will be no impact to our consolidated balance sheets or statements of operations; however, the Company is evaluating the effect of this pronouncement on our consolidated financial statement disclosures. 9 Table of Contents Note 2. 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): Reported as: March 31, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Cash and Cash Equivalents Cash $ 860,883 $ — $ — $ 860,883 $ 860,883 Money market funds 183,339 — — 183,339 183,339 Certificate of deposits 15,612 — — 15,612 15,612 Total $ 1,059,834 $ — $ — $ 1,059,834 $ 1,059,834 Reported as: December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized 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. Fair Value Measurements Fair value is an exit price, representing the amount that would be received from selling an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. We use the U.S. GAAP fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value: Level 1 — Inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly. 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): Description Balance as of March 31, 2026 Level 1 Cash equivalents: Money market funds $ 183,339 $ 183,339 Certificate of deposits 15,612 15,612 Total $ 198,951 $ 198,951 10 Table of Contents 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 Total $ 324,857 $ 324,857 We have investments in convertible notes of $ 40.5 million that are classified as loans receivable and measured on an amortized cost basis, net of an allowance for credit losses and included in Other assets within our Condensed Consolidated Balance Sheets. The instruments are classified within Level 3 of the fair value hierarchy as the fair value is derived from techniques in which one or more significant inputs are unobservable. As of March 31, 2026, the carrying value of our loans receivable approximated the fair value. We had no Level 2 instruments as of March 31, 2026 or December 31, 2025. Accounts Receivable Factoring We enter into factoring transactions on a non-recourse basis with financial institutions to sell certain of our non-U.S. 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. 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. Investments in Privately Held Companies 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. Under the measurement alternative, we record the value of our investments in equity securities at cost, minus impairment, if any. Additionally, we adjust the carrying value of our investments in equity securities for observable transactions for identical or similar investments of the same issuer. On April 24, 2023 and April 22, 2024, we entered into Subscription Agreements (the “Heartland Subscription Agreements”) with Heartland Dental Holding Corporation (“Heartland”). Pursuant to the Subscription Agreements, we acquired less than a 5 % equity interest in total through the purchase of Class A Common Stock for $ 150.0 million ($ 75.0 million each in April 2023 and April 2024). In the fourth quarters of 2024 and 2025, we recorded a $ 6.0 million and $ 18.0 million increase to the carrying value of our Heartland investment, respectively. These adjustments increased the total carrying value of our investment in Heartland to $ 174.0 million as of December 31, 2025. On March 19, 2026, we entered into a new Subscription Agreement with Heartland (the “March 2026 Subscription Agreement”). Pursuant to the March 2026 Subscription Agreement, we acquired additional Class A Common Stock for $ 50.0 million. Following this investment, our total equity interest in Heartland was still less than 5 %. Based on a review of the relevant facts and circumstances, primarily observable transactions for identical investments, we recorded a $ 7.7 million increase to the carrying value of our Heartland investment in the first quarter of 2026. The total carrying value of our investment in Heartland was $ 231.7 million as of March 31, 2026. On December 19, 2024 and June 5, 2025, we entered into Subscription Agreements (the “Smile Doctors Subscription Agreements”) with New SD Holding Company, L.P. (“SD Holding Company”). Pursuant to the Smile Doctors Subscription Agreements, we acquired less than a 3 % equity interest through the purchase of Class A Common Units for $ 40 million. SD Holding Company owns a controlling interest, through intermediary entities, in Smile Doctors, LLC. Based on a review of the relevant facts and circumstances, primarily observable transactions for identical investments, we determined that no 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. 11 Table of Contents 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. Derivatives Not Designated as Hedging Instruments 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. 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. 12 Table of Contents The following tables present the gross notional value of all our foreign exchange forward contracts outstanding as of March 31, 2026 and December 31, 2025 (in thousands): March 31, 2026 Local Currency Amount Notional Contract Amount (USD) Euro € 227,700 $ 262,936 Canadian Dollar C$ 87,800 63,105 Polish Zloty PLN 176,500 47,451 British Pound £ 35,500 47,032 Israeli Shekel ILS 80,500 25,479 Japanese Yen ¥ 2,900,000 18,286 Brazilian Real R$ 88,000 16,726 Chinese Yuan ¥ 39,800 5,784 Swiss Franc CHF 2,700 3,386 New Taiwan Dollar NT$ 106,600 3,306 New Zealand Dollar NZ$ 4,700 2,697 Korean Won ₩ 3,870,000 2,529 Australian Dollar A$ 3,400 2,337 Czech Koruna Kč 13,700 645 Total notional contract amount $ 501,699 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 13 Table of Contents Note 3. Balance Sheet Components Inventories consist of the following (in thousands): March 31, 2026 December 31, 2025 Raw materials $ 96,429 $ 107,296 Work in process 68,890 65,679 Finished goods 49,625 53,368 Total inventories $ 214,944 $ 226,343 Prepaid expenses and other current assets consist of the following (in thousands): March 31, 2026 December 31, 2025 Value added tax receivables 1 $ 51,387 $ 55,819 Prepaid expenses 107,260 62,478 Other current assets 57,059 47,274 Total prepaid expenses and other current assets $ 215,706 $ 165,571 1 Refer to Note 7 "Commitments and Contingencies" of the Notes to Condensed Consolidated Financial Statements for discussion of tax matter. Accrued liabilities consist of the following (in thousands): March 31, 2026 December 31, 2025 Accrued payroll and benefits $ 205,321 $ 226,149 Accrued expenses 67,676 61,049 Accrued professional fees 48,270 12,245 Accrued sales and marketing expenses 35,012 29,941 Accrued income taxes 34,916 44,049 Current operating lease liabilities 32,622 31,939 Accrued property, plant and equipment 7,455 10,469 Other accrued liabilities 115,607 120,908 Total accrued liabilities $ 546,879 $ 536,749 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 March 31, 2026 2025 Balance at beginning of period $ 24,411 $ 31,211 Charged to cost of net revenues ( 6,776 ) 4,719 Actual warranty expenditures ( 2,748 ) ( 3,332 ) Balance at end of period $ 14,887 $ 32,598 Deferred revenues consist of the following (in thousands): March 31, 2026 December 31, 2025 Deferred revenues - current $ 1,235,254 $ 1,261,816 Deferred revenues - long-term 1 77,863 85,543 Total deferred revenues $ 1,313,117 $ 1,347,359 1 Included in Other long-term liabilities within our Condensed Consolidated Balance Sheets. 14 Table of Contents During the three months ended March 31, 2026 and 2025, we recognized $ 1,040.1 million and $ 979.3 million of net revenues, respectively, of which $ 246.4 million and $ 246.0 million was included in the deferred revenues balance at December 31, 2025 and 2024, respectively. Our unfulfilled performance obligations, including deferred revenues and backlog, as of March 31, 2026 were $ 1,314.3 million. These performance obligations are expected to be fulfilled over a period of up to five years . Note 4 . Goodwill and Intangible Assets Goodwill The change in the carrying value of goodwill for the three months ended March 31, 2026, categorized by reportable segment, is as follows (in thousands): Clear Aligner Systems and Services Total Balance as of December 31, 2025 $ 164,255 $ 327,578 $ 491,833 Additions from acquisition 1 — 18,592 18,592 Foreign currency translation adjustments ( 1,615 ) ( 5,769 ) ( 7,384 ) Balance as of March 31, 2026 $ 162,640 $ 340,401 $ 503,041 1 We recorded $ 18.6 million of goodwill within the Systems and Services segment for an immaterial acquisition that was completed in the first quarter of 2026. The amount recorded is based on preliminary estimates of the fair values of assets acquired and liabilities assumed and is subject to adjustment during the measurement period. Intangible Assets Acquired intangible assets, excluding intangibles that were fully amortized, are as follows (in thousands): Weighted Average Amortization Period (in years) Gross Carrying Amount as of March 31, 2026 Accumulated Amortization Net Carrying Value as of March 31, 2026 Existing technology 11 $ 146,651 $ ( 70,849 ) $ 75,802 Customer relationships 10 21,500 ( 12,900 ) 8,600 Trademarks and tradenames 7 9,800 ( 8,400 ) 1,400 Patents 12 480 ( 330 ) 150 Total finite-lived intangible assets 178,431 $ ( 92,479 ) 85,952 In-process research and development 1 12,554 12,554 Foreign currency translation adjustments 2,312 Total intangible assets, net $ 100,818 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. 15 Table of Contents Weighted Average Amortization Period (in years) Gross Carrying Amount as of December 31, 2025 Accumulated Amortization 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 during the first quarter of 2025. The total estimated future amortization expense for the acquired finite-lived intangible assets as of March 31, 2026 is as follows (in thousands): Fiscal Year Ending December 31, Amortization Remainder of 2026 $ 13,314 2027 15,607 2028 14,505 2029 14,505 2030 6,328 2031 3,615 Thereafter 18,078 Total $ 85,952 Amortization expense for the three months ended March 31, 2026 and 2025 was $ 4.8 million and $ 4.6 million, respectively. Note 5 . 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. 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. Note 6. Legal Proceedings Under Securities and Exchange Commission Regulation S-K, Item 103, we are required to briefly describe any material pending legal proceedings other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our or our subsidiaries’ property is subject. The descriptions below are intended to comply with such regulations based on information reasonably known to us as of the date of this Quarterly Report on Form 10-Q. These descriptions are not intended to imply or predict outcomes in any of the matters described or any other litigation or disputes to which we are or may hereafter be a party. We are currently unable to predict the outcome of these lawsuits or any future litigation, and therefore we cannot determine the likelihood of loss, if any, nor estimate a range of possible loss. During the three months ending March 31, 2026, we accrued $ 30.6 million for legal settlements. 16 Table of Contents 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. 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. On March 24, 2026, both Plaintiffs and Defendants filed summary-judgment and Daubert motions. Briefing is ongoing. The matter is currently set for trial beginning on June 22, 2026. On April 10, 12 and 14, 2025, Defendants filed eight inter partes review (“IPR”) petitions with the United States Patent Trial and Appeal Board (“PTAB”), alleging that eight of the patents asserted by Align against the Defendants are unpatentable. On October 23, 2025, the PTAB issued decisions denying institution of two of Defendants eight IPRs. On October 23, October 27, October 30, and November 6, 2025, the PTAB issued decisions instituting proceedings on the remaining six IPRs. We anticipate that the final decisions from the PTAB on each IPR will be issued no later than November 9, 2026. We believe the petitions are without merit and intend to defend ourselves vigorously. We believe Defendants’ counterclaims are without merit and intend to vigorously defend ourselves. Angelalign Litigation On August 15, 2025, we initiated two actions in the European Unified Patent Court against various Angelalign entities including Angelalign Technology, Inc.; Angelalign France Technology SASU; Europe Angelalign Technology B.V.; Angelalign Technology (Germany) GmbH; Italy Angelalign Technology S.R.L. and Shanghai EA Medical Instruments Co., Ltd. One of these actions, alleging infringement of a patent related to user interfaces for treatment planning, sought provisional measures (i.e., provisional remedies) including a preliminary injunction. The other action alleged infringement of a patent related to the “power ridge” feature of clear aligners. Subsequently, on November 27, 2025, we initiated a third action in the Unified Patent Court against the same entities seeking provisional measures for infringement of a patent related to treatments in complex cases. The accused entities challenged the validity of the asserted patent in each of these actions. On January 13, 2026, 17 Table of Contents Angelalign Technology (Germany) GmbH filed an action in the European Patent Office challenging the validity of the treatment-planning patent referenced above. On February 12, 2026, the Unified Patent Court issued its decision in the provisional-measures action related to treatment planning, entering a preliminary injunction in Align’s favor and against Angel that prohibits Angel from using its “Live Now” feature, a user interface for treatment planning. Angel must pay € 20,000 EUR per day or cease offering this infringing software feature. Angel was also ordered to pay interim costs of € 400,000 EUR to Align. Angel has appealed the decision issued in this provisional-measures action. On March 16, 2026, Align initiated a merits infringement action under the treatment-planning patent seeking a permanent injunction and damages. This merits action additionally named UK Angelalign Technology Ltd. and Angel Technology Spain, S.L. as defendants. The actions before the Unified Patent Court related to the “power ridge” feature and to treatments in complex cases referenced above are currently pending. On August 18, 2025, we initiated an action in the U.S. District Court for the Eastern District of Texas against Angelalign Technology Inc; Wuxi EA Medical Instruments Technologies Ltd.; Wuxi EA Bio-Tech Co., Ltd.; and Shanghai EA Medical Instruments Co., Ltd. This action alleges infringement of patents related to multilayer materials for clear aligners and “bite ramp” and “power ridge” features of clear aligners. On January 2, 2026, following institution of an investigation by the U.S. International Trade Commission, referenced below, this action was stayed pending further order of the court. On August 18, 2025, we initiated two actions in China’s Zhengzhou Intermediate People’s Court against Shanghai Angelalign Medical Devices Co., Ltd.; Wuxi Angelalign Medical Device Technology Co., Ltd.; and Wuxi Angelalign Biotechnology Co., Ltd. These actions allege infringement of patents related to tooth attachments and treatment planning. Separately, on September 10, 2025, we filed an action against the same entities in the Jinan Intermediate People’s Court alleging infringement of a patent related to extraction site closure. And on January 12, 2026, we filed an action against these entities in the Fuzhou Intermediate People’s Court alleging infringement of a patent related to extraction site closure. On April 4, 2026, we initiated an additional civil action against these entities alleging infringement of a patent related to treatment planning. These actions are currently pending. On January 16, 2026, Shanghai Angelalign Medical Devices Co., Ltd. filed a petition with the China National Intellectual Property Administration (“CNIPA”) challenging the validity of our patent related to extraction site closure, which patent is the subject of the above-referenced infringement action filed before Jinan Intermediate People’s Court. On January 22 and February 12, 2026, Shanghai Angelalign Medical Devices Co., Ltd. filed two separate petitions with the CNIPA challenging the validity of our patent related to tooth attachments and another patent related to treatment planning, both of which are the subject of the above-referenced infringement actions filed with Zhengzhou Intermediate People’s Court. These invalidity actions are currently pending. On August 22, 2025, Shanghai Angelalign Medical Devices Co., Ltd. and Wuxi Angelalign Medical Devices Technology Co., Ltd. initiated an action against us in the Beijing Intellectual Property Court. The complaint alleges that we infringe a patent relating to undercut detection for mold manufacturing. We believe that these allegations are without merit and intend to defend ourselves vigorously. On January 19, 2026, we filed a petition with the CNIPA challenging the validity of the above-referenced Angel patent related to undercut detection for mold manufacturing. On September 23, 2025, we filed a complaint at the U.S. International Trade Commission (“ITC”) against Angelalign Technology Inc., Wuxi EA Medical Instruments Technologies Ltd.; Wuxi EA Bio-Tech Co., Ltd.; Shanghai EA Medical Instruments Co., Ltd.; and USA Angelalign Technology Corp. (collectively, “the ITC Respondents”). This complaint alleges unlawful importation and sale of clear aligners that infringe patents related to multilayer materials for clear aligners and “bite ramp” and “power ridge” features of clear aligners, in violation of 19 U.S.C.§ 1337. Further, the complaint requests that the ITC institute an investigation and issue an exclusion order blocking the ITC Respondents’ importation of infringing products into the United States, and a cease-and-desist order prohibiting the ITC Respondents from selling, marketing, or transferring infringing products within the United States. On December 19, 2025, the ITC instituted the requested investigation, which is currently pending. On January 26, 2026, the Chief Administrative Law Judge (“CALJ”) presiding over the investigation set a 14.7-month target date of March 22, 2027, which is the date by which the ITC’s final determination is expected to be issued. On February 10, 2026, the CALJ issued a Procedural Schedule setting the evidentiary hearing (trial) in the investigation for July 20-24, 2026. The CALJ’s initial determination on the merits is due by November 20, 2026. In addition to the above, in the ordinary course of our operations, we are involved in a variety of claims, suits, investigations, and proceedings, including actions with respect to intellectual property claims, patent infringement claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters. Regardless of the outcome, these proceedings can have an adverse impact on us because of defense costs, diversion of management resources, 18 Table of Contents 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 7 . 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. 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 March 31, 2026, we did not have any material indemnification claims that were probable or reasonably possible. Note 8. Stockholders’ Equity As of March 31, 2026, the Align Technology, Inc. 2005 Incentive Plan, as amended, has a total reserve of 34,668,895 shares, of which 2,815,995 shares are available for issuance. Summary of Stock-Based Compensation Expense 19 Table of Contents Stock-based compensation related to our stock-based awards and employee stock purchase plan for the three months ended March 31, 2026 and 2025 is as follows (in thousands): Three Months Ended March 31, 2026 2025 Cost of net revenues $ 1,620 $ 1,538 Selling, general and administrative 28,992 30,866 Research and development 10,312 12,593 Total stock-based compensation $ 40,924 $ 44,997 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 . A summary for the three months ended March 31, 2026 is as follows: 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, 2025 1,250 $ 256.80 Granted 770 189.99 Vested and released ( 430 ) 287.72 Forfeited ( 33 ) 235.20 Unvested as of March 31, 2026 1,557 $ 215.68 1.98 $ 266,886 As of March 31, 2026, we expect to recognize $ 286.3 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 3.1 years. Market-Performance Based Restricted Stock Units (“MSUs”) 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 the MSU performance activity for the three months ended March 31, 2026: 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, 2025 263 $ 507.88 Granted 149 378.44 Vested and released 1 ( 59 ) 629.53 Forfeited ( 28 ) 559.27 Unvested as of March 31, 2026 325 $ 421.83 2.14 $ 55,691 1 Includes MSUs vested during the period below 100 % of the original grant as actual shares released 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. 20 Table of Contents 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. 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 March 31, 2026 2025 Expected term (in years) 1.0 1.1 Expected volatility 44.3 % 40.9 % Risk-free interest rate 3.6 % 4.2 % Expected dividends — — Weighted average fair value at grant date $ 55.37 $ 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. Note 9. Common Stock Repurchase Programs In January 2023, our Board of Directors authorized a plan to repurchase up to $ 1.0 billion of our common stock (the “January 2023 Repurchase Program”). The January 2023 Repurchase Program was completed in its 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 March 31, 2026, we have $ 800.0 million remaining available for repurchase under the April 2025 Repurchase Program. 21 Table of Contents 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: Accelerated Share Repurchase Agreements 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 1 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. Note 10. 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. taxes on foreign earnings, state income taxes, and non-deductible expenses in the U.S., partially offset by the foreign income taxed at different rates. We exercise significant judgment in regard to estimates of future market growth, forecasted earnings and projected taxable income in determining the provision for income taxes and for purposes of assessing our ability to utilize any future benefit from deferred tax assets. We continue to assess the realizability of the deferred tax assets as we take into account new information. 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. 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. 22 Table of Contents Note 11 . Net Income per Share 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): Three Months Ended March 31, 2026 2025 Numerator: Net income $ 112,771 $ 93,230 Denominator: Weighted average common shares outstanding, basic 71,425 73,562 Dilutive effect of potential common stock 189 53 Total shares, diluted 71,614 73,615 Net income per share, basic $ 1.58 $ 1.27 Net income per share, diluted $ 1.57 $ 1.27 Anti-dilutive potential common shares 1 845 964 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. Note 12 . Supplemental Cash Flow Information The supplemental cash flow information consists of the following (in thousands): Three Months Ended March 31, 2026 2025 Non-cash investing and financing activities: Acquisition of property, plant and equipment in accounts payable and accrued liabilities $ 14,444 $ 13,851 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,498 $ 9,592 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 11,706 $ 5,024 Note 13 . 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. 23 Table of Contents Summarized financial information by reportable segment is as follows (in thousands): Three Months Ended March 31, 2026 2025 Net revenues Clear Aligner $ 856,024 $ 796,843 Systems and Services 184,063 182,419 Total net revenues $ 1,040,087 $ 979,262 Cost of net revenues 1 Clear Aligner $ 243,155 $ 234,754 Systems and Services 60,345 64,400 Total cost of net revenues $ 303,500 $ 299,154 Gross profit Clear Aligner $ 612,869 $ 562,089 Systems and Services 123,718 118,019 Total gross profit $ 736,587 $ 680,108 Other Segment expenses Clear Aligner $ 305,070 $ 301,865 Systems and Services 57,642 59,556 Unallocated corporate expenses 231,920 187,587 Total operating expenses $ 594,632 $ 549,008 Segment income from operations Clear Aligner $ 307,799 $ 260,224 Systems and Services 66,076 58,463 Total segment income from operations $ 373,875 $ 318,687 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 expenses are not specifically allocated to segment income from operations and generally include various corporate expenses such as stock-based compensation and costs related to information technology (“IT”), facilities, human resources, accounting and finance, legal and regulatory, other separately managed general and administrative costs outside the reportable segments and restructuring costs. The following table reconciles total segment income from operations in the table above to net income before provision for income taxes (in thousands): Three Months Ended March 31, 2026 2025 Total segment income from operations $ 373,875 $ 318,687 Unallocated corporate expenses ( 231,920 ) ( 187,587 ) Total income from operations 141,955 131,100 Interest income 3,911 5,316 Other income (expense), net 3,020 4,026 Net income before provision for income taxes $ 148,886 $ 140,442 The following table includes certain non-cash expenses for each reportable segment (in thousands): 24 Table of Contents Three Months Ended March 31, 2026 2025 Stock-based compensation Clear Aligner $ 5,949 $ 5,818 Systems and Services 377 403 Unallocated corporate expenses 34,598 38,776 Total stock-based compensation $ 40,924 $ 44,997 Depreciation and amortization Clear Aligner 1 $ 37,638 $ 18,904 Systems and Services 10,534 8,469 Unallocated corporate expenses 8,376 11,775 Total depreciation and amortization $ 56,548 $ 39,148 1 Includes $ 15.6 million of accelerated depreciation as disclosed in Note 1 “Summary of Significant Accounting Policies." Our CODM does not regularly review total assets at the reportable segment level; 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): Three Months Ended March 31, 2026 2025 Net revenues 1 : U.S. $ 404,488 $ 423,318 Switzerland 245,148 224,132 Other International 390,451 331,812 Total net revenues $ 1,040,087 $ 979,262 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): March 31, 2026 December 31, 2025 Long-lived assets 1 : Switzerland $ 480,698 $ 493,584 U.S. 197,753 200,343 Other International 539,864 545,848 Total long-lived assets $ 1,218,315 $ 1,239,775 1 Long-lived assets are attributed to countries based on the location of our entity that owns or leases the assets. Note 14. Restructuring and Other Charges 2024 Restructuring In the fourth quarter of 2024, we incurred approximately $ 37.0 million in restructuring expenses, of which $ 13.0 million remained unpaid and were included in Accrued liabilities as of December 31, 2024. During the year ended 2025, we reduced our December 31, 2024 restructuring liability by approximately $ 14.6 million primarily due to cash payments, offset by approximately $ 2.1 million of additional restructuring expense recorded in Cost of net revenues. As of March 31, 2026, we had no remaining restructuring liability related to the 2024 Restructuring. 2025 Restructuring 25 Table of Contents In the third quarter of 2025, we initiated a plan to realign certain business groups and reduce our global workforce as part of our continued effort to right size our labor force in response to the current macroeconomic environment. We incurred approximately $ 40.9 million in restructuring expenses, of which $ 17.1 million remained unpaid and were included in Accrued liabilities as of December 31, 2025. For the three months ended March 31, 2026, we reduced our December 31, 2025 restructuring liability by approximately $ 11.6 million primarily due to cash payments, offset by approximately $ 0.7 million of additional restructuring expenses, most of which was recorded in Selling, general and administrative expense in our Condensed Consolidated Statements of Operations. As of March 31, 2026, $ 6.3 million remained unpaid and was included in Accrued liabilities in our Condensed Consolidated Balance Sheets. We have completed the 2025 restructuring plan and incurred approximately $ 41.6 million in total restructuring expenses. We do not expect to incur additional restructuring expenses in connection with the plan. The 2024 and 2025 restructuring activities were primarily related to involuntary termination benefits, including employee severance and other post-employment benefits. Activity related to the restructuring liabilities associated with our restructuring initiatives consists of the following (in thousands): For the twelve months ended December 31, 2025 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 For the three months ended March 31, 2026 2024 Restructuring 2025 Restructuring 2 Total Balance at beginning of period 1 $ 488 $ 17,112 $ 17,600 Restructuring and other charges — 726 726 Cash payments and adjustments ( 488 ) ( 11,575 ) ( 12,063 ) Balance at end of period 1 $ — $ 6,263 $ 6,263 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. Note 15 . 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. 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. 26 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Statements In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, among other things, our expectations and intentions regarding our strategic objectives, business strategy and growth drivers, and the means to achieve them; our beliefs and expectations regarding macroeconomic conditions, including fluctuations in currency exchange rates, higher interest rates, market volatility, uncertainty surrounding future United States trade policies, tariffs, customs duties and fees, and retaliatory actions by other nations in light of recent U.S. Supreme Court decision on the constitutionality of tariffs, inflation, threats of or actual economic slowdowns or recessions and geopolitical tensions; our expectations and beliefs regarding customer and consumer confidence, purchasing behavior and demand for dental services and changes in consumer spending habits; our expectations regarding product mix, product launches, product pilots and product adoption; our expectations regarding competition and our ability to compete in our target markets; our expectations regarding the sales growth of our clear aligners, intraoral scanners and other products; our expectations regarding the impact of the military conflicts in the Middle East, Ukraine and China, on our employees, operations and assets; our marketing and efforts to build our brand awareness; our estimates regarding the size and opportunities of our target markets along with our expectations for growth in those markets and potential collaboration opportunities; our beliefs regarding the general impact of technological innovation and on our particular solutions and products; our beliefs regarding digital dentistry and its potential to impact our business and transform dentistry; our intentions regarding expansion of our business and any impacts on our operational flexibility and responsiveness to customer demand; our expectations regarding our tax positions and the judgments we make related to our tax obligations; our beliefs regarding the importance of our manufacturing operations on our success; our beliefs regarding the need for and benefits of our technological development on Invisalign treatment, the areas of development in which we focus our efforts, and the advantages of our intellectual property portfolio; our expectations regarding the utilization rates for our products, including the impact of marketing on those rates and causes for periodic fluctuations of the rates; our expectations regarding the existence and impact of seasonality; our expectations regarding the continued expansion of our international markets and their growth; our expectations regarding impacts or staying in compliance with laws and regulations currently applicable to, or which may become applicable to, our business both in the United States and internationally; our beliefs regarding our culture and commitment and its impact on our financial and operational performance and its importance to our future success; our expectations for future investments in and benefits from sales and marketing activities; our preparedness and our customers’ preparedness to react to changing circumstances and demand; our expectations for our expenses and capital obligations and expenditures in particular; our intentions to control spending and for investments, our intentions regarding the investment of and ability to repatriate foreign earnings; our belief regarding the sufficiency of our cash and investment balances and borrowing capacity; our judgments regarding the estimates used in our revenue recognition and assessment of goodwill and intangible assets; our predicted level of operating expenses and gross margins and other factors beyond our control, as well as other statements regarding our future operations, financial condition and prospects and business strategies. These statements may contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or other words indicating future results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in particular, the risks discussed below in Part II, Item 1A “Risk Factors.” We undertake no obligation to revise or update these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026. Executive Overview of Results Our Strategic Growth Drivers We strive to help our doctor customers move their practices forward by connecting them with new patients, providing digital solutions to help increase practice efficiency and helping them deliver the best possible treatment outcomes and experiences to millions of people around the world. We strive to achieve this through our continued focus on, and execution of, our strategic growth drivers: (i) International Expansion; (ii) General Practitioner dentists (“GP”) treatment; (iii) Patient Demand; and (iv) Orthodontic Utilization. Our growth strategy depends on our ability to facilitate the digital transformation of 27 Table of Contents dentistry, our continuous focus on innovation, and expansion to meet and exceed evolving customer expectations as the array of products and services available to them increases. Trends and Uncertainties Below is a discussion of the significant trends and uncertainties that could impact our operations: Macroeconomic Challenges, Trade Impediments and Geopolitical Tensions Our revenues may fluctuate as a result of various events and circumstances impacting customer confidence, consumer sentiment, discretionary spending and ultimately demand for dental services and our products. These events and circumstances include, but are not limited to, macroeconomic conditions, fluctuations in foreign currency exchange rates, uncertainty surrounding the durability, scope, and enforceability of existing and future tariff measures, retaliatory tariffs or protectionist trade measures taken in response to such tariffs, inflation, elevated interest rates, actual or potential slowdowns or recessions, wages, employment levels and health insurance coverage, debt obligations, discretionary income, supply chain challenges, market volatility, geopolitical conditions, military actions, and other factors. For more information on events and circumstances that could impact our revenues, refer to Part II, Item 1A “Risk Factors—Macroeconomic and External Risks.” Many of these factors may contribute to, among other things, higher raw material prices, increased transportation and labor costs, and interruptions in supply and distribution operations, each of which can also impact the availability of certain raw materials, parts and components used in our products as well as our costs and those of our suppliers. For example, we believe that in the beginning of the second quarter of 2025, sales of our products were adversely impacted compared to the same period in prior years by certain macroeconomic conditions, including global tariff volatility, inflation, and higher interest rates, which we believe may continue to impede dental patient demand. For example, patient traffic growth has been uneven for many doctors, with orthodontic starts down for four consecutive years. We believe uncertainty not only impacts consumer purchasing decisions but also the decisions and recommendations that doctors make, especially doctors who offer both clear aligners and wires and brackets in their practices and have the additional time to treat patients with wires and brackets when orthodontic starts are slowing or diminishing. We believe this has resulted in an increase in orthodontic starts using wires and brackets in lieu of clear aligners that was more pronounced in the second quarter of 2025. However, we believe these trends are continuing and will impede future sales for so long as consumer economic uncertainty persists, particularly to the extent it impairs discretionary spending. We believe that in the first quarter of 2026, the outbreak of military conflict between the United States and Iran on February 28, 2026, together with elevated gasoline and energy costs and related market volatility, contributed to declines in widely reported measures of consumer confidence, and we anticipate these conditions will continue to add to market uncertainties and dampen consumer sentiment and demand. More directly, we believe government actions relating to actual or proposed tariffs and retaliatory actions in key strategic countries or regions, particularly in the United States, China, Europe, Brazil, Canada, Israel and Mexico may adversely impact our revenue and cost of goods sold. Additionally, the trade war and geopolitical tensions between the United States and China may result in the limitation or prohibition of the availability of certain raw materials, components and parts necessary for our products or the products of our suppliers. The degree of our exposure depends on, among other things, the type of goods subject to any tariffs or trade restrictions enacted, the tariff rates or limits imposed, the timing of the tariffs or restrictions and any other retaliatory measures enacted. The impact may vary by time and region, making operational results uncertain and difficult to predict. These events may also cause a shift in public opinion about companies based in the United States and this may have an adverse impact on our reputation and business. We continue to closely monitor the foregoing issues, assess their potential impact on our operations and financial results, and implement plans to seek to mitigate the impact of any adverse events. Additionally, a material amount of our revenues are derived internationally and many of our international operations are denominated in currencies other than the U.S. dollar. In the first quarter of 2026, the U.S. dollar remained weakened against major currencies, which positively impacted our financial condition and results of operations for the quarter. Foreign exchange volatility and the subsequent strengthening or weakening of the U.S. dollar against other currencies remains uncertain and unpredictable. We continue to monitor the potential for violence and military actions that may directly or indirectly impact our personnel, manufacturing, supply chain, and sales. For instance, the ongoing conflict in Ukraine and unstable environment in the Middle East, as well as increased geopolitical tensions involving Taiwan and the South China Sea may further exacerbate general and regional macroeconomic instability. This is particularly true if fighting erupts, intensifies, spreads to other locations, creates shipping and logistical challenges or cost increases, leads to sanctions or boycotts, or otherwise materially impacts our operations or consumer spending. Our iTero business is headquartered in Israel and, although the sales, delivery times and cost of shipping have not been materially impacted to date, the situation remains fluid. We have implemented contingency planning and business continuity measures to mitigate these risks, but it is uncertain whether further escalation 28 Table of Contents could disrupt our operations. While there have been export and import restrictions imposed against products originating from and businesses operating in Israel, they have not materially impacted our sales or operations to date although we continue to monitor the risk. 2025 Restructuring In the third quarter of 2025, we initiated a plan to realign certain business groups and reduce our global workforce as part of our continued effort to right size our labor force in response to the current macroeconomic environment. As of March 31, 2026, we incurred a total of approximately $42 million in restructuring charges under this plan, of which $6.3 million remained unpaid. These charges were primarily related to involuntary termination benefits, including employee severance and other post-employment benefits in connection with the 2025 restructuring plan, which was substantially completed in the fourth quarter of 2025. For more information, see Note 14. “ Restructuring and Other Charges ” of the Notes to Condensed Consolidated Financial Statements Changing Product Preferences As the markets for clear aligners and digital processes and workflows used to transform the practice of dentistry continue to mature, we anticipate customer and patient expectations and demands will continue to evolve. We expect to meet customer demands with innovative treatment options that include more choices to address a wider scope of treatment goals and budgets based on our existing and new products, such as streamlined Clear Aligner configurations with limited or no additional aligners. This may result in larger and unpredictable variations in geographic and product mix and selling prices with uncertain implications on our financial statements and business operations. For example, we have and may continue to experience a shift from certain products with higher average selling prices (“ASP”) to those with lower ASPs. We strive to manage the challenges presented by the foregoing trends and uncertainties, including the macroeconomic conditions, tariffs and retaliatory measures, military conflicts and the evolution of our target markets, by focusing on improving our operations, further increasing flexibility and efficiencies in our processes, adjusting our business models to changing circumstances and offering products that meet market demand. Specifically, we are managing financial impacts by implementing strategic product innovations, introductions and pricing actions, implementing cost saving measures, and evaluating hiring needs. Further discussion of the impact of these challenges on our business may be found in Part II, Item 1A “Risk Factors.” Key Financial and Operating Metrics We measure our performance against the foregoing strategic priorities by the achievement of key financial and operating metrics. For the three months ended March 31, 2026, our business operations reflect the following: • Revenues of $1,040 million, an increase of 6.2% year-over-year; • Clear Aligner revenues of $856 million, an increase of 7.4% year-over-year; • Clear Aligner case volume increased 6.7% year-over-year and Clear Aligner case volume for teens and growing patients increased from 225.8 thousand shipments to 236.6 thousand or 4.8% year-over-year; • Imaging Systems and CAD/CAM services revenues of $184 million, an increase of 0.9% year-over-year; • Income from operations of $142 million and operating margin of 13.6%; • Effective tax rate of 24.3%; • Net income of $113 million with diluted net income per share of $1.57; • Cash and cash equivalents of $1,060 million as of March 31, 2026; • Cash provided by operating activities of $151 million; • Capital expenditures of $31 million, primarily related to investments in our manufacturing capacity and facilities; and • Number of employees was 20,275 as of March 31, 2026, a decrease of 4.4% year-over-year. Other Statistical Data and Trends • As of March 31, 2026, approximately 23 million people worldwide have been treated with our Invisalign system. • For the first quarter of 2026, the total number of Invisalign trained doctors cases were shipped to (doctor submitters) was 88.1 thousand compared to 85.3 thousand in the first quarter of 2025, a 3.3% increase. 29 Table of Contents • The total utilization rate in the first quarter of 2026 increased to 7.8 cases per doctor compared to 7.5 cases per doctor in the first quarter of 2025. • Clear aligner revenue per case shipment (clear aligner revenues divided by case shipments) increased from $1,240 in the first quarter of 2025 to $1,250 in the first quarter of 2026, a 0.8% increase. Results of Operations Net Revenues by Reportable Segment We group our operations into two reportable segments: Clear Aligner segment and Systems and Services segment. • Our Clear Aligner segment consists of Comprehensive Products, Non-Comprehensive Products and Non-Case revenues as defined below: ▪ Comprehensive Products include, but are not limited to, Invisalign Comprehensive, Invisalign First and Invisalign Comprehensive 3in3. ▪ Non-Comprehensive Products include, but are not limited to, Invisalign Moderate, Lite and Express packages, Invisalign Go and Invisalign Go Plus and Invisalign Palatal Expander. ▪ In the United States, Canada and EMEA, we also offer a Doctor Subscription Program which is our monthly subscription-based clear aligner program. The program allows doctors the flexibility to order retainers and low-stage “touch-up” clear aligners within their subscribed tier and is designed for a segment of experienced Invisalign trained doctors who are currently not regularly using our retainers or low-stage aligners. The low-stage aligners, the Touch up product, are included as a Non-Comprehensive Product. ▪ Non-Case revenues include, but are not limited to, retention products including retention aligners ordered through the Doctor Subscription Program, Invisalign training, adjusting tools used by dental professionals during the course of treatment and Invisalign Accessory Products that are complementary to our doctor-prescribed principal products such as aligner cases (clamshells), teeth whitening products, cleaning solutions (crystals, foam and other material) and other oral health products available in certain commerce channels in select markets. ▪ Our Systems and Services segment consists of sales related to our iTero intraoral scanning systems, which includes a single hardware platform and restorative or orthodontic software options, scanner wand upgrades, and non-system revenues from leases of scanner systems, sales of pre-owned scanner systems, subscription software, disposables, pay per scan services, as well as exocad ’ s CAD/CAM software solutions that integrate workflows to dental labs and dental practices. Net revenues for our Clear Aligner and Systems and Services segments for the three months ended March 31, 2026 and 2025 are as follows (in millions): Three Months Ended March 31, Net Revenues 2026 2025 Change Clear Aligner net revenues $ 856.0 $ 796.8 $ 59.2 7.4 % Systems and Services net revenues 184.1 182.4 1.6 0.9 % Total net revenues $ 1,040.1 $ 979.3 $ 60.8 6.2 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Clear Aligner Case Volume 30 Table of Contents Case volume data which represents Clear Aligner case shipments for the three months ended March 31, 2026 and 2025 is as follows (in thousands): Three Months Ended March 31, 2026 2025 Change Total case volume 685.7 642.3 43.3 6.7 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. For the three months ended March 31, 2026, total net revenues increased by $61 million compared to the same period in 2025, primarily due to an increase in Clear Aligner volume and increased ASPs. Clear Aligner For the three months ended March 31, 2026, Clear Aligner net revenues increased by $59 million compared to the same period in 2025, primarily due to an increase in volume and favorable foreign exchange rates, which increased net revenues by $49 million and $38 million, respectively. These increases were partially offset by higher discounts and product mix shift to lower-priced countries and products resulting in a decrease in net revenues of $28 million. Systems and Services For the three months ended March 31, 2026, Systems and Services net revenues increased by $2 million compared to the same period in 2025, primarily due to $7 million from favorable foreign exchange rates, $5 million from higher scanner system sales, driven by increased scanner system volume, and $3 million from higher non-system sales. These increases were partially offset by a decrease of $14 million from mix shift to lower priced products and lower sales of scanner wands. Cost of net revenues and gross profit (in millions): Three Months Ended March 31, 2026 2025 Change Clear Aligner Cost of net revenues $ 243.2 $ 234.8 $ 8.4 % of net segment revenues 28.4 % 29.5 % Gross profit $ 612.9 $ 562.1 $ 50.8 Gross margin % 71.6 % 70.5 % Systems and Services Cost of net revenues $ 60.3 $ 64.4 $ (4.1) % of net segment revenues 32.8 % 35.3 % Gross profit $ 123.7 $ 118.0 $ 5.7 Gross margin % 67.2 % 64.7 % Total cost of net revenues $ 303.5 $ 299.2 $ 4.3 % of net revenues 29.2 % 30.5 % Gross profit $ 736.6 $ 680.1 $ 56.5 Gross margin % 70.8 % 69.5 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Cost of net revenues includes personnel-related costs including payroll and stock-based compensation for staff involved in the production process, the cost of materials, packaging, freight and shipping, depreciation on capital equipment and facilities used in the production process, amortization of acquired intangible assets and training costs. Clear Aligner For the three months ended March 31, 2026, our gross margin increased compared to the same period in 2025, primarily due to higher ASPs and operational efficiencies. 31 Table of Contents Systems and Services For the three months ended March 31, 2026, our gross margin increased compared to the same period in 2025, primarily due to lower Cost of net revenues from operational efficiencies, partially offset by lower ASPs. Selling, general and administrative (in millions): Three Months Ended March 31, 2026 2025 Change Selling, general and administrative $ 465.3 $ 447.6 $ 17.7 % of net revenues 44.7 % 45.7 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Selling, general and administrative expense generally includes personnel-related costs, including payroll, stock-based compensation and commissions for our sales force, marketing and advertising expenses, including media, market research, marketing materials, clinical education, trade shows and industry events, legal and outside service costs, equipment, software and maintenance costs, depreciation and amortization expense and allocations of corporate overhead expenses including facilities and IT. For the three months ended March 31, 2026, selling, general and administrative expense increased compared to the same period in 2025, primarily due to higher spend on outside services, higher employee costs, including salaries, fringe benefits and bonus, and higher equipment and software costs, partially offset by lower advertising and marketing expense, commissions, and stock-based compensation. Research and development (in millions): Three Months Ended March 31, 2026 2025 Change Research and development $ 98.7 $ 97.2 $ 1.5 % of net revenues 9.5 % 9.9 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Research and development expense generally includes personnel-related costs, including payroll and stock-based compensation, outside service costs associated with the research and development of new products and enhancements to existing products, software, equipment, material and maintenance costs, depreciation and amortization expense and allocations of corporate overhead expenses including facilities and IT. For the three months ended March 31, 2026, research and development expense increased compared to the same period in 2025 , primarily due to higher employee costs, including salaries, fringe benefits and bonus costs, partially offset by lower capitalized labor costs related to internal-use software, lower stock-based compensation, and reduced outside service provider spend. Legal settlements (in millions): Three Months Ended March 31, 2026 2025 Change Legal settlements $ 30.6 $ 4.2 $ 26.5 % of net revenues 2.9 % 0.4 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. For the three months ended March 31, 2026, we recorded $31 million related to legal settlements. Refer to Note 6 “ Legal Proceedings ” of the Notes to Condensed Consolidated Financial Statements for more information. 32 Table of Contents Income from operations (in millions): Three Months Ended March 31, 2026 2025 Change Clear Aligner Income from operations $ 307.8 $ 260.2 $ 47.6 Operating margin % 36.0 % 32.7 % Systems and Services Income from operations $ 66.1 $ 58.5 $ 7.6 Operating margin % 35.9 % 32.0 % Total income from operations 1 $ 142.0 $ 131.1 $ 10.9 Operating margin % 13.6 % 13.4 % 1 Refer to Note 13 “Segments and Geographical Information” of the Notes to Condensed Consolidated Financial Statements for details on unallocated corporate expenses and the reconciliation to Income from Operations. Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Clear Aligner For the three months ended March 31, 2026, our operating margin increased compared to the same period in 2025, primarily due to higher gross margin and lower advertising and marketing expense, partially offset by an increase in employee costs and credit card transaction fees. Systems and Services For the three months ended March 31, 2026, our operating margin increased compared to the same period in 2025, primarily due to higher gross margin and a decrease in operating expenses related to lower employee costs. Interest income (in millions): Three Months Ended March 31, 2026 2025 Change Interest income $ 3.9 $ 5.3 $ (1.4) % of net revenues 0.4 % 0.5 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Interest income generally includes interest earned on cash, cash equivalents and investment balances. For the three months ended March 31, 2026, interest income decreased compared to the same period in 2025, primarily due to lower interest rates earned on cash and cash equivalent balances. Other income (expense), net (in millions): Three Months Ended March 31, 2026 2025 Change Other income (expense), net $ 3.0 $ 4.0 $ (1.0) % of net revenues 0.3 % 0.4 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Other income (expense), net, generally includes foreign exchange gains and losses, gains and losses on foreign currency forward contracts, interest expense, gains and losses on equity investments and other miscellaneous charges. For the three months ended March 31, 2026, other income (expense), net decreased compared to the same period in 2025, primarily due to an unfavorable impact from foreign exchange rates, partially offset by a gain recorded on our equity investment. 33 Table of Contents Provision for income taxes (in millions): Three Months Ended March 31, 2026 2025 Change Provision for income taxes $ 36.1 $ 47.2 $ (11.1) Effective tax rates 24.3 % 33.6 % Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding. Our effective tax rate differs from the U.S. statutory federal income tax rate of 21% for the three month period ended March 31, 2026 and 2025, primarily due to the recognition of additional tax expense resulting from U.S. taxes on foreign earnings, state income taxes, and non-deductible expense in the U.S., partially offset by the foreign income taxed at different rates. The decrease in our effective tax rate for the three months ended March 31, 2026 compared to the same period in 2025 is primarily attributable to the change in our jurisdictional mix of income, and decreases in U.S. taxes on foreign earnings and state income taxes. Liquidity and Capital Resources Liquidity and Trends As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $1,060 million and $1,095 million, respectively, of which approximately $853 million and $929 million, respectively, were held by our foreign subsidiaries. We continue to evaluate opportunities to repatriate our foreign earnings if or when needed. We do not expect to incur significant additional costs upon repatriation of these foreign earnings. We generate sufficient operating cash flow from our domestic operations and have access to $300 million under our revolving line of credit. We believe that our current cash balances and the borrowing capacity under our credit facility, if necessary, will be sufficient to fund our business for at least the next 12 months. Our material cash requirements as of March 31, 2026 are as follows: • Our purchase commitments consist primarily of open purchase orders for goods and services, including manufacturing inventory, supplies and services, sales and marketing, research and development services and technological services, issued in the normal course of business. There have been no material changes to our purchase commitments for goods and services during the three months ended March 31, 2026 as compared to the year ended December 31, 2025. • There have been no material changes to our future operating lease payments, including leases that have not yet commenced, during the three months ended March 31, 2026 as compared to the year ended December 31, 2025. • We expect our investments in capital expenditures for fiscal year 2026 to be $125 million to $150 million. Capital expenditures primarily relate to technology upgrades, additional manufacturing capacity as well as ongoing maintenance. • 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 is expected to be completed over a period of up to three years. We continually evaluate opportunities to repurchase shares of our common stock depending on various factors including our share price and current liquidity requirements. We repurchased approximately $31 million during the first quarter of 2026, leaving $800 million available for future repurchase under the April 2025 Repurchase Program. We expect to repurchase up to $200 million of our common stock over a six-month period beginning on May 1, 2026. Refer to Note 9 “Common Stock Repurchase Program” of the Notes to Condensed Consolidated Financial Statements for details on our stock repurchase programs. • As of March 31, 2026, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future material impact on our liquidity or capital resources. 34 Table of Contents Sources and Uses of Cash The following table summarizes our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (in thousands): Three Months Ended March 31, 2026 2025 Net cash provided by (used in): Operating activities $ 151,042 $ 52,676 Investing activities (131,581) (25,289) Financing activities (48,128) (206,756) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (6,387) 8,480 Net decrease in cash, cash equivalents and restricted cash $ (35,054) $ (170,889) Operating Activities For the three months ended March 31, 2026, cash flows from operations of $151 million resulted primarily from our net income of approximately $113 million as well as the following: Significant adjustments to reconcile net income to net cash provided by operating activities • Deferred taxes of $41 million related to a decrease in our long term deferred tax position; • Depreciation and amortization of $57 million related to our investments in property, plant and equipment and intangible assets; • Stock-based compensation of $41 million related to equity awards granted to employees and directors; • Non-cash operating lease costs of $10 million; • Gain on Assets held for sale of $12 million resulting from an increase in fair value less costs to sell; • Fair value adjustment gain of $8 million related to our investment in Heartland; and • Other non-cash operating activities of $7 million primarily related to an increase in our bad debt allowance. Significant changes in working capital • Net outflow of $44 million in prepaid expenses and other assets primarily due to the renewal of enterprise technology service agreements; • Net outflow of $41 million in accounts receivable due to timing of collections; and • Net outflow of $31 million in deferred revenue. Investing Activities Net cash used in investing activities was $132 million for the three months ended March 31, 2026, primarily driven by $31 million of purchases of property, plant and equipment, a $50 million additional investment in Heartland, $31 million for our investment in convertible notes, and $19 million related to an immaterial acquisition. Financing Activities Net cash used in financing activities was $48 million for the three months ended March 31, 2026, primarily driven by outflows of $31 million for share repurchases and $29 million for payroll taxes paid for vested equity awards, offset by $12 million of proceeds from the issuance of common stock under our employee stock purchase plan. Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures at the date of the financial statements. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, goodwill and finite-lived intangible assets, income taxes and legal proceedings and litigation. We use authoritative pronouncements, historical experience and other assumptions as the basis for making estimates. Actual results could differ from those estimates. 35 Table of Contents Revenue Recognition Our revenues are derived primarily from the sale of aligners, scanners and services from our Clear Aligner and Systems and Services segments. We enter into sales contracts that may consist of multiple distinct performance obligations where certain performance obligations of the sales contract are not delivered in one reporting period. We measure and allocate revenues according to ASC 606-10, “Revenues from Contracts with Customers.” Determining the standalone selling price (“SSP”) in order to allocate consideration from the contract to the individual performance obligations is the result of various factors, such as historical prices, changing trends and market conditions, costs and gross margins. While changes in the allocation of the SSP between performance obligations will not affect the amount of total revenues recognized for a particular contract, any material changes could impact the timing of revenue recognition, which would have a material effect on our financial position and result of operations. This is because the contract consideration is allocated to each performance obligation, delivered or undelivered, at the inception of the contract based on the SSP of each distinct performance obligation. We allocate consideration for each clear aligner treatment plan based on each unit’s SSP. Management considers a variety of factors such as same or similar product historical sales, costs and gross margin, which may vary over time depending upon the unique facts and circumstances related to each performance obligation in making these estimates. In addition to historical data, we take into consideration changing trends and market conditions. For treatment plans with multiple options, we also consider usage rates, which is the number of times a customer is expected to order more aligners after the initial shipment. Our process for estimating usage rates requires significant judgment and evaluation of inputs, including historical usage data by region, country and channel. We estimate the SSP of each element in a scanner system and services sale taking into consideration same or similar product historical prices as well as our discounting strategies. For CAD/CAM services, we estimate the SSP of each element, including the initial software license and maintenance and support, using data such as historical prices. Recent Accounting Pronouncements See Note 1 “ Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements for a discussion of recent accounting pronouncements. Item 3. Quantitative and Qualitative Disclosures About Market Risk. In the normal course of business, we are exposed to interest rate, foreign currency exchange and inflation risks that could impact our financial position and results of operations. In addition, we are subject to the broad market risk that is created by the global market disruptions and uncertainties resulting from macroeconomic challenges, various military conflicts and consumer confidence. Further discussion on these risks may be found in Part II, Item 1A “Risk Factors.” Interest Rate Risk Changes in interest rates could impact our anticipated interest income earned on our cash and cash equivalents balance. As of March 31, 2026, we are not exposed to interest rate risk on our unsecured revolving line of credit. An immediate 10% change in interest rates would not have a material adverse impact on our future operating results and cash flows. As of March 31, 2026, we had no short term or long-term marketable securities. We have not historically used derivative financial instruments to manage our exposure to changes in interest rates. Foreign Currency Exchange Rate Risk As a result of our international business activities, our financial results have been affected by changes in foreign currency exchange rates as well as economic conditions in foreign markets. There is no assurance that exchange rate fluctuations will not adversely impact our results of operations or financial condition in the future. We generally sell our products in the local currency of the respective countries. This provides some natural hedging because most of the subsidiaries’ operating expenses are also generally denominated in their local currencies. We enter into foreign currency forward contracts for currencies where we have exposures, primarily the Euro, British Pound, Chinese Yuan, Polish Zloty and Canadian Dollar, to minimize the short-term impact of foreign currency exchange rate fluctuations on certain assets and liabilities. These forward contracts are not designated as hedging instruments and are 36 Table of Contents generally one month in original maturity and are marked to market through earnings every period. The gains and losses on these forward contracts are intended to offset the gains and losses in the underlying foreign currency denominated monetary assets and liabilities being economically hedged. We do not enter into foreign currency forward contracts for trading or speculative purposes. As our international operations grow, we will continue to reassess our approach to managing the risks relating to fluctuations in currency rates. Although we will continue to monitor our exposure to currency fluctuations, and, where appropriate, use forward contracts to minimize the effect of these fluctuations, the impact of an aggregate change of 10% in foreign currency exchange rates relative to the U.S. dollar on our results of operations and financial position could be material. Inflation Risk The economy has been impacted by certain macroeconomic challenges which have contributed to a rising inflationary trend that have impacted both our revenues and costs globally. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. There is no assurance that our results of operations and financial condition will not be adversely impacted by inflation in the future. Investment Risk We hold equity securities in privately held companies, which are subject to equity price risks and exposures from the evolving macroeconomic environment, including uncertainty and volatility in financial markets and other changes in economic conditions, such as an increase in trade tensions and related tariffs, that could have a material impact on the carrying value of our investments. Our investments in privately held companies primarily consist of equity securities without readily determinable fair values. We elected to account for our investments in privately held companies using the measurement alternative, which is cost, less any impairment, adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. We perform a qualitative assessment at each reporting date to determine whether there are triggering events for impairment. The qualitative assessment considers factors such as but not limited to, the investee’s financial performance and business prospects; industry performance; economic environment; and other relevant events and factors affecting the investee. Valuations of our equity investments are complex due to the lack of readily available market data and observable transactions. The carrying value of our investments in privately held companies was $274.4 million at March 31, 2026 and $216.2 million at December 31, 2025. Item 4. 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) as of the end of the period covered by this Quarterly Report on Form 10-Q. 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 March 31, 2026, 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. Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II—OTHER INFORMATION Item 1. Legal Proceedings. 37 Table of Contents The information set forth in Note 6 “ Legal Proceedings ” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference . Item 1A. Risk Factors. The following discusses some of the risks and uncertainties that may affect our business, reputation, results of operations, financial condition, cash flows, and the price of our common stock. You should carefully review this section, as well as our Condensed Consolidated Financial Statements and notes thereto and other information appearing in this Quarterly Report on Form 10-Q, for important information regarding these and other risks that may affect us. The order we have chosen to list the risks below or the sections in which we have identified them should not be interpreted to mean we deem any risks to be more or less important or likely to occur or, if any do occur, that their impact may be any less significant than any others. These risk factors should be considered in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q because they could cause our actual results of operations and financial condition to differ materially from those statements. Before you invest in our common stock, know that investing involves risks, including those described below, which are not the only risks we face. If any of the risks actually occur, our business, financial condition and results of operations could be negatively affected, the trading price of our common stock could decline, and you may lose all or part of your investment. Macroeconomic and External Risks Global and regional economic conditions have and could in the future materially affect our business, financial condition and results of operations. Macroeconomic conditions impact consumer confidence and discretionary spending, which can reduce or shift spending away from elective procedures, drive patients to pursue less costly orthodontic treatments, decrease the number of orthodontic case starts, reduce patient traffic in dental offices, or reduce demand for dental services generally. Consumer spending habits are affected by, among other things, fluctuations in foreign currency exchange rates, changes in consumer confidence and demand, inflation, general economic weakness, actual or potential slowdowns or recessions, employment levels, health insurance coverage, wages, debt obligations, discretionary income, interest rates, cultural and social influences, market volatility and perceptions of current and future economic conditions. For instance, decreased demand for dental services has and may in the future cause doctors and labs to revert to wires and brackets and postpone investments in capital equipment. Uncertain economic outlooks for, or declines in the economic outlooks of, the United States, Chinese, European and other economies have and could in the future materially adversely affect consumer demand and dental practice spending. Higher interest rates have and could in the future reduce consumers’ disposable income, which could cause a decrease in discretionary spending for our products. Inflation has and may continue to adversely impact spending and trade activities, and may unpredictably impact global and regional economies. Efforts by central banks and federal, state and local governments to combat inflation could result in an economic recession or slowdown or adversely impact consumer spending for a prolonged period of time. Higher inflation, as well as the cost of fuel, energy and domestic and international shipping costs, food and other essential or discretionary items, raw material prices and labor rates, has and may continue to rise, which could adversely impact the costs of producing, procuring and shipping our products. We may not be able to fully mitigate the impact of the increased costs or pass price increases on to our customers, which could result in downward pressure on our operating results. Attempts to offset cost increases with price increases may reduce sales, increase customer dissatisfaction or otherwise harm our reputation. Any of these events could materially affect our business, financial condition or results of operations. We are subject to foreign currency exchange fluctuations, which could have a material adverse effect on our financial condition or results of operations. We have significant international operations and sales and are therefore exposed to fluctuations in foreign currencies that have and may continue to adversely impact our business, financial condition or results of operations. Although the U.S. dollar is our reporting currency, a large portion of our net revenues and expenses are generated in foreign currencies. While we forecast our balance sheet exposures to foreign currency fluctuations and utilize foreign currency forward contracts to moderate the impact of currency fluctuations on certain assets and liabilities, these contracts may not eliminate our exposure. Currency exchange rate fluctuations have and may continue to materially adversely affect our results of operations and cash flows. Geopolitical events, tariffs and trade policies, and military conflicts have and could in the future materially affect our business, financial condition and results of operations . Geopolitical events, wars, military actions, terrorism, or major public health crises have and could in the future harm or disrupt international commerce and the global economy, and could materially adversely affect our business. Such events have and could result in, among other things, supply chain and trade disruptions, changes in diplomatic and trade relationships, new and retaliatory tariffs, trade protection measures, quotas, embargoes, trade sanctions and countersanctions, customs investigations or restrictions, boycotts, reduced consumer spending, government shutdowns, cyberattacks, energy shortages or power outages, energy rationing that adversely impacts our manufacturing facilities, rising fuel or rising costs of producing, procuring, and shipping our products, constraints, volatility or disruption in the financial markets, employee deaths or injuries, restrictions and shortages of food, water, shelter and medical supplies, data or information exchange, disruptions, interruptions or limitations in telecommunication services, critical systems or applications reliant on a stable and uninterrupted communications infrastructure, and protests that may impact delivery of our products to customers or destruction of property. 38 Table of Contents Such events may also cause a shift in public opinion about companies based in the United States or in the regions where we operate or plan to operate, which could adversely impact our reputation and business. Tariffs or proposed tariffs, customs duties, or fees, and any retaliatory tariffs, international trade disputes, or protectionist trade measures taken in response to such tariffs may increase the cost of our products and the components or the raw materials used to make them, reduce demand for our products and adversely impact our gross margin and results of operations, limit our ability to sell to certain customers, limit or prohibit the availability of certain raw materials, components and parts necessary for our products or the products of our suppliers, or impede or slow the movement of our goods across borders. For example, the U.S. Department of Commerce has initiated an investigation under Section 232 of the Trade Expansion Act of 1962, as amended, to determine the effects on the national security of imports of personal protective equipment (PPE), medical consumables, and medical equipment including devices. A significant portion of the products we sell, and the components and raw materials used in our products are originally manufactured or sourced outside the United States. For example, we manufacture clear aligners in our facility in Mexico and ship them to the United States, primarily for our United States customers, with the remainder eventually shipped to other international locations. Tariffs have and could in the future result in additional costs for our products, which may reduce demand for our products and adversely impact our gross margin and results of operations, and we may not be able to fully or substantially mitigate the impact of any new or increased tariffs or pass price increases on to our customers and to the extent we do, we may experience reduced demand for our products. On February 20, 2026, the U.S. Supreme Court ruled that certain of the tariffs imposed under the International Emergency Economic Powers Act were unlawful, and while we are no longer subject to such tariffs as a result of that decision, we are currently subject to new, temporary tariffs on imports under Section 122 of the Trade Act of 1974, effective February 24, 2026. The extent and duration of any tariffs and the resulting impact on general economic conditions and on our business, financial condition and results of operations are uncertain. Foreign countries have and may continue to adopt other measures such as controls on the import or export of goods, technology or data, including personal data, which could adversely impact our operations and supply chains or limit our ability to offer certain products or services. We may take various actions in response to these measures, including changing suppliers, where we manufacture our products, or restructuring business relationships. Such actions may be expensive, time-consuming, disruptive to our logistics and operations, irreversible, and more costly for us and our customers. Trade restrictions may be announced with little or no advance notice and we may be unable to effectively mitigate any adverse impacts in a timely manner or at all. Military conflicts, wars, and escalation of terrorist or gang activities have and may in the future materially adversely impact the economies in which we operate. Our iTero operations, headquartered in Israel, are close to areas that have been affected by the conflict between Israel and Hamas. The outbreak of military conflict between the United States and Iran on February 28, 2026 and Israel’s war against Iran has resulted in instability around the Middle East region, particularly a disruption in shipment of global oil and gas flows, with cascading effects on energy prices and global economic conditions. Additionally, our supply chains and demand for our products could be impaired as a result of political instability, drug trafficking, the continuation or escalation of terrorist or gang activities (particularly with respect to our manufacturing operations in Mexico), hostilities, export and import restrictions, sanctions or boycotts. These events could disrupt ongoing operations and may materially impact the logistics, timing and cost of shipping of our products and materials or our ability to operate out of impacted areas, and our ongoing contingency planning and business continuity measures to mitigate these risks may not be sufficient. Additionally, China’s territorial conflicts with other neighboring countries may impact our operations and sales in China. We cannot predict the progress or outcome of these events or the reactions by governments, businesses or consumers and each event could, individually or in the aggregate, materially adversely affect our business, financial condition and results of operations. Natural disasters may adversely impact our business, financial condition and results of operations, as well as those of our customers and consumers, suppliers, contract manufacturers, commercial intermediaries and other business partners. Natural disasters and extreme weather conditions (including those caused by climate change) can cause deaths, injuries and major public health crises, power outages, property damage, restrictions and shortages of food, water, shelter and medical supplies, telecommunications failures, materials scarcity, price volatility and other adverse consequences. If a natural disaster occurs in a region where one of our facilities or those of our customers or suppliers are located, our or their employees or facilities could be impacted, valuable research could be lost, and our ability to create treatment plans, respond to customer inquiries or manufacture and ship our products could be compromised, causing significant delays and reputational harm. Climate change could increase the frequency and severity of natural disasters such as hurricanes, tornadoes, earthquakes, wildfires, droughts, extreme temperatures, or flooding which could cause supply chain interruptions, increase demand and negatively impact availability of sources of energy or resources material to manufacturing our products and operations, or cause damage to our products and facilities. It could also affect the availability or cost of materials, goods, and services on which we and our suppliers, contract manufacturers, commercial intermediaries and other business partners rely, which could materially adversely impact our business, financial condition and results of operations. Business and Industry Risks Demand for our products and services may not increase or may decrease for many reasons, including resistance to the innovative and business-model-disruptive nature of some of our products and services. Our products and services require our customers and consumers to forego traditional treatment methods. For example, Invisalign treatment is a significant departure from traditional orthodontic wires and brackets, and our customers and consumers may not find it cost-effective or preferable. A number of dental professionals believe Invisalign treatment is only appropriate for a limited percentage of patients. Additionally, our clear aligners and iTero products utilize digital technology and some dental professionals have and may continue to resist moving to a digital platform. Increased acceptance of our products and 39 Table of Contents services depends in part on the recommendations of dental professionals, professional associations, societies and organizations, as well as other factors, including efficacy, safety, ease of use, reliability, aesthetics, third-party reimbursement, price compared to traditional treatment methods and competing products, and perceptions regarding single-use or non-recyclable plastics. Additionally, negative experiences with clear aligner products manufactured or distributed by competitors may adversely affect our reputation and demand for the Invisalign System if consumers or dental professionals attribute these negative experiences to clear aligner therapy generally, even if our products differ significantly in design, quality, and clinical effectiveness. If demand for our products or services fails to increase, or decreases, our business, financial condition and results of operations may be materially adversely affected. Our net revenues depend primarily on sales of the Invisalign System and iTero intraoral scanners and declines in volume or the average selling price (“ASP”) may adversely affect net revenues, gross profit, operating profit and net income. Our net revenues are primarily dependent on sales of the Invisalign System an d iTero intraoral scanners. Of the two, we expect the Invisalign System to continue to represent the majority of our net revenues and remain critical to our success. The ASPs of our products, particularly the Invisalign System, are influenced by numerous factors, including the mix of product treatment packages, geographical mix, channel mix and timing of products sold, promotions and discounts, inflation and foreign currency exchange rates. In addition, we sell our products at different prices and with varying shipping and handling charges or processing fees that may differ by country. Our ASPs for the Invisalign System and iTero intraoral scanners have been and could in the future be adversely affected if: • we offer promotions or general or volume-based discount programs, product or services bundles, large account sales or consumer rebate programs; • participation in promotions or programs unexpectedly increases, decreases or changes demand in material ways; • our geographic, channel or product mix shifts to lower-priced products or to products with a higher percentage of deferred revenue; • we decrease prices or are unable to increase prices on one or more products or services in response to increasing competitive pricing pressures; • we introduce new or change existing products or services, or modify how we market, lease or sell any of our new or existing products or services; • we modify our pricing strategies for certain products or adjust pricing for certain items based on cancellation fees, shipping and handling charges or processing fees; • we participate in government tenders, such as volume-based procurement in China; or • our critical accounting estimates materially differ from actual results. We have a history of offering volume discounts, price reductions and other promotions to targeted customers and consumers and releasing lower priced products which have had, and may in the future have, unexpected and unintended consequences, including reduced net revenues, gross profit, operating profit and net income. Competition in the markets for our products and services is increasing. The dental industry is experiencing immense and rapid digital transformation and we may be unable to compete with existing competitors and emerging companies that introduce new technologies, products or services, and customers who alone or with others create orthodontic appliances and solutions or other products or services that compete with us. While our product portfolio facilitates this transition, our competitors may render our technology or products obsolete or economically unattractive, particularly as competitors incorporate AI and machine learning into new or existing services and technologies that facilitate changes in doctor-patient interactions, expectations and treatment workflows. We may be unable to devote adequate financial resources to develop or acquire new AI technologies and systems in the future and sufficiently meet evolving industry trends and consumer demands. We also face competition from traditional products and services, such as wires and brackets, which doctors have historically been able to purchase at a lower price point. We have and will likely continue to experience price-focused competition as we continue to expand into new markets, which could contribute to the commoditization of our products or services if we are unable to otherwise differentiate our offerings from those of our competitors. The number and types of competitors we face are diverse and growing rapidly. The Invisalign System competes primarily against traditional wires and brackets and increasingly with clear aligners manufactured and distributed by new market entrants and existing competitors, including traditional medical device companies, laboratories, startups and, in some cases, doctors and DSOs. Our competitors also include DTC companies that provide clear aligners using a business model requiring little to no in-office care from trained and licensed doctors, and doctors and DSOs who manufacture custom aligners or procure products from third-party white-label providers. Large consumer product companies may also start supplying orthodontic products. Orthodontists, GPs and DSOs have and may continue to sample competitive and alternative products, take advantage of competitive promotions and sale opportunities, or engage in “bait and switch,” “margin steering” or similar practices that take advantage of the significant brand recognition of Invisalign to offer alternative products. Our iTero intraoral scanners compete with polyvinyl siloxane impressions and numerous new and existing intraoral scanners and traditional impression methods, as well as traditional bite wing 2D dental X-rays and dental imaging systems that leverage near infrared imaging technology and AI for detecting interproximal caries. We have and may continue to experience competition with respect to our scanners and software solutions from competitors who introduce products at lower prices or with enhanced features or functionalities that better meets customer demand, including expansion of their portfolios in the digital ecosystem. If we are unable to compete effectively with existing products, existing competitors, new market entrants, or 40 Table of Contents respond effectively to new technologies, our business, financial condition, and results of operations could be materially adversely impacted. Our success depends on our ability to quickly and profitably develop, manufacture, market, and obtain and maintain regulatory approvals or clearances of new, improved or refurbished products and services. The extent and rate at which our products or services achieve market acceptance and penetration depends on many factors, including our ability to: • cost-effectively and efficiently predict, timely innovate, develop, manufacture, quality test, market, launch, dispose of and sell new or improved technologies, applications, features, products and services to meet market demand and keep pace with changes in technology, customers’ demands and industry standards; • successfully and timely obtain and maintain regulatory approvals or clearances of new or improved products or services from government agencies such as the FDA and analogous agencies in other countries; • properly forecast the amount and timing of new or improved product and services demand; • allocate our research and development funding to products and services with higher growth prospects; • ensure the compatibility of our technology, services and systems with those of our customers; • anticipate and rapidly innovate in response to new competitive offerings and technologies; • differentiate our products and services from those of our competitors as well as other products and services in our own portfolio and successfully articulate the benefits to potential customers; • design and manufacture products that achieve the clinical and practice outcomes necessary for market acceptance; • manage the impact of nationalism or initiatives encouraging consumer purchases from domestic vendors; • qualify for third-party reimbursement for procedures involving our products or services; • offer attractive and competitive products, services and subscription plans; • encourage customers to adopt new or improved technologies and provide the needed technical, sales and marketing support to make new or improved product and services launches successful; • manage government procurement program restrictions; and • source and receive quality raw materials or parts from our suppliers. If we fail to accurately predict the needs and preferences of customers and their patients, or fail to offer viable products or services, we may invest heavily in research and development that does not lead to significant revenues. Even if we successfully innovate and develop new or improved products and services, we may incur substantial costs doing so and our profitability may suffer. Introduction and acceptance of any products and services may take significant time and effort, particularly if they require doctor education and training to understand their benefits or doctors choose to withhold judgment on a product or service until patients complete their treatments. In addition, we periodically introduce new business and sales initiatives to meet customers’ needs and demands, which may not be successful and may involve short-term execution challenges. Should these initiatives fail, our business, financial condition and results of operations could be materially adversely impacted. We may not realize the anticipated benefits of acquisitions, investments or other strategic transactions, and they may require significant management attention, disrupt our business, dilute stockholder value or adversely affect our business, financial condition and results of operations. We have and may in the future acquire, or make investments in, companies, businesses, products, technologies or other assets, which may not ultimately strengthen our competitive position or achieve our desired synergies and integration. Alternatively, we may be unable to find suitable investment or acquisition opportunities or be unable to complete investments or acquisitions on favorable terms. We are subject to various risks when making a strategic investment or acquisition and integrating the operations and cultures of acquired businesses within our own, including that we may: • ultimately own less than a majority of the outstanding shares of the company and be unable to control or have significant influence over critical issues that could harm the value of our investment; • fail to perform proper due diligence and inherit unexpected material issues or assets, including intellectual property (“IP”) or other litigation or ongoing investigations, accounting irregularities or compliance liabilities; • experience information technology (“IT”) security and privacy compliance issues; • invest in companies that generate net losses or are slow or fail to develop; • not realize a positive return on our investment or determine that investments have declined in value, which could require recording impairments; • need to pay cash, incur debt or issue equity securities to pay for an acquisition, adversely affecting our liquidity, financial condition or the trading price of our common stock; • find it difficult to implement and harmonize company-wide financial reporting, forecasting and budgeting, accounting, billing, IT and other systems due to inconsistencies in standards, internal controls, procedures and policies; • require significant time and resources to effectuate the integration; • fail to retain key personnel or harm our existing culture or the culture of an acquired entity; • not realize material portions of the expected synergies and benefits of the investment or acquisition; or • unsuccessfully evaluate or utilize the acquired technology or acquired company’s know-how or fail to successfully integrate the technologies acquired. Operational Risks Our quarterly and annual results of operations have and will continue to fluctuate in the future, and we may not accurately predict the timing and amount of customer demand and our revenues, costs, and expenditures. 41 Table of Contents Some of the factors that have and could in the future cause our operating results to fluctuate include: • changes in consumer, customer and industry demand; • changes in manufacturing, packaging, delivery and inventory costs; • the creditworthiness, liquidity and solvency of our customers and their ability to timely make payments when due; • our ability to collect payments; • our acceptance of longer customer payment cycles; • changes in the timing of revenue recognition and our ASPs as a result of changes to the amount allocated to the standalone selling price of the distinct performance obligations under sales contracts; • seasonal fluctuations; • geographic, channel or product mix shifts to lower priced products or to products with a higher percentage of deferred revenue; • improvements to or changes in our products, capabilities or technologies that replace or shorten the life cycles of legacy products or cause customers to defer or stop purchasing legacy products until new products become available; • changes in costs and expenditures, including in connection with new treatment planning and fabrication facilities and the hiring and deployment of personnel; • the timing of clear aligner treatment order submissions, acceptance, processing and fulfillment, which can cause fluctuations in our backlog; • new, proposed or retaliatory tariffs; and • timing and fluctuation of spending around marketing and brand awareness campaigns and industry trade shows. If we fail to accurately predict product demand, our manufacturing capacity, staffing, supplies, components, or materials, or those of one or more of our suppliers may be inadequate. If we fail to timely manufacture and deliver products to meet demand, this could damage our relationships with existing customers or harm our ability to attract new customers and adversely affect our business, financial condition and results of operations. We may make business decisions that adversely affect our operating results such as modifications to our pricing policies and payment terms, promotions, development efforts, product releases, business structure or operations. The majority of our expenses, such as employee compensation and lease obligations, are relatively fixed in the short term. Moreover, our expense levels are based, in part, on expectations for future revenues. As a result, if our net revenues for a particular period are below expectations, we may be unable to timely or effectively reduce spending to offset any shortfalls. Our results of operations may be adversely affected if doctors at DSOs, orthodontic service organizations (“OSOs”) or other large group practices reduce, delay, or do not increase their purchasing of our products and services in ways that reduce adoption of our products and services. DSOs, OSOs and other large group practices have become an increasingly important channel for adoption of our products and services. If doctors at DSOs, OSOs or other large group practices reduce, delay, or do not expand their purchasing of our products and services, or otherwise change priorities, protocols, or workflows in ways that reduce utilization of our products, demand for our products and services may not increase or may decrease, which could have a material impact on our business, financial condition and results of operations. In addition, on behalf of the doctors in their affiliated practices, DSOs and other large group practices may have greater leverage to negotiate pricing, volume‑based discounts, rebates, extended payment terms, or other commercial concessions, which could adversely affect our ASPs, gross margins and profitability. We are subject to operating risks, including excess or constrained capacity, operational inefficiencies and pressure on our internal systems, personnel and suppliers, including as a result of our past and any future restructuring efforts, which could adversely affect our results of operations. To manage current and anticipated future operations effectively, we must continually implement and improve our operational, financial and management information systems, hire, train, motivate, manage and retain employees, and ensure our suppliers remain diverse and capable of meeting demand for the systems, raw materials, parts and components essential to product manufacturing and delivery. We may fail to balance near-term efforts to meet existing demand with future demand, including adding personnel, creating scalable, secure and robust systems and operations, and automating processes for long-term efficiencies. Production of the Invisalign System and iTero intraoral scanners could also be limited by capacity constraints due to a variety of factors, including labor shortages, shipping delays, our dependency on third-party vendors for key materials, parts, components and equipment, the quality of or changes in product components, and limited production yields. Any such failure could materially impact our business, financial condition and results of operations. Additionally, we have established treatment planning and manufacturing facilities closer to our international customers to provide better experiences, create efficiencies and provide redundancy should other facilities become unavailable. If one of these facilities is temporarily, partially or fully shut down, we may be unable to timely fulfill orders, which may negatively impact our reputation, business, financial condition and results of operations. Security breaches, data breaches, cybersecurity attacks, or other cybersecurity incidents could materially adversely impact our operations and patient care, and our reputation, business, financial condition and results of operations could be harmed. 42 Table of Contents Our IT systems, policies and contracts and the policies of our third-party vendors, and their IT systems safeguard employee, applicant and customer personal, health and financial, and our own proprietary information and data essential to our operations. Our cybersecurity controls also depend on our customers, many of whom are individual or small healthcare providers with limited IT experience and inadequate or untested security protocols, to successfully manage data privacy and security requirements. We and our service providers, third-party vendors and other third parties could be targeted by or subject to physical break-ins, computer viruses and other malicious code, unauthorized or fraudulent access, programming errors or other technical malfunctions, hacking attacks, phishing, vishing, deepfakes, and other social engineering attacks, malware, ransomware, employee noncompliance, error or malfeasance, cybersecurity attacks, malicious code, and other breaches of, or incidents impacting, IT systems or similar malicious or otherwise disruptive actions, including by organized groups and nation-state actors, which may disrupt or limit the availability of, or result in damage to, our IT systems and result in loss or unavailability of, damage to, or the unauthorized acquisition, use, disclosure, or other processing of confidential information. We have experienced, and may again experience in the future, cybersecurity incidents, data incidents, and unauthorized internal employee exfiltration of information. Our cybersecurity risk management program and processes, including our policies, controls or procedures, may not be successfully implemented, complied with or effective in protecting our systems and information or any other information we maintain or otherwise process. Further, the frequency and sophistication of third-party cybersecurity attacks are increasing, particularly with the advancement of AI technologies. Significant service disruptions, breaches, incidents, interruptions or other disruptive events impacting our infrastructure and IT systems, or other cybersecurity incidents, or any belief or reporting that any of the foregoing has occurred, could expose us to regulatory investigations, private claims, demands, litigation or other proceedings, impair our reputation and competitive position, distract management and require significant time and resources to address. In addition, patient care could suffer, and we could be liable if our products, services or IT systems fail to timely deliver accurate and complete information. Additionally, our iTero intraoral scanners may be independently or collectively the target of cybersecurity incidents or attacks or subject to security vulnerabilities, bugs, errors, defects, or viruses or other malicious code. Due to the large and growing number of these decentralized devices, we may be unable, or not have the capacity, knowledge or infrastructure, to respond to or remedy a cybersecurity incident in a timely manner. Any such cybersecurity incident may cause loss or damage to us, our customers or strategic business partners or may cause further malfunctions in, or damage to, our products, services, or IT systems, damage to, or loss, unavailability, or unauthorized acquisition, use, or other processing of our data, or disruption, interruption or temporary cessation of our operations. Further, any such security breach or incident, or other cybersecurity incident, or any belief or reporting that any of the foregoing has occurred, may otherwise have a negative impact upon our business or reputation. Issues with IT system and software integration, implementation, updates, and upgrades, or third-party software have previously and could again in the future disrupt our operations. We rely on the efficient, uninterrupted, and secure operation of complex IT systems and are dependent on key third-party software embedded in IT systems as well as third-party hosted IT systems to support our operations, including third-party cloud platforms. To effectively manage and improve our operations, our IT systems and applications require an ongoing commitment of significant expenditures and resources to maintain, protect, upgrade, enhance, and restore existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards, and changing customer preferences. Usage of online and hosted technology platforms by us, our customers, and suppliers, including remote working, teledentistry, and new or expanded use of online service platforms, products, and solutions such as doctor, consumer, and patient apps have increased the demands on and risks to our IT systems and personnel. Moreover, we continue to transform business processes, extend established processes to new subsidiaries, and implement additional functionality in our enterprise resource planning, product development, manufacturing, and other software and IT systems. This entails certain risks, including operational disruptions, such as our ability to continue developing and updating products while addressing safety and security, track orders and timely ship products, manage our supply chain, and aggregate financial and operational data. Failure to adequately protect and maintain the integrity of our products, IT systems and data in those systems, and those of our suppliers and customers may materially impact our reputation, business, financial condition, and results of operations. Additionally, we continuously upgrade and issue new software releases upon which customer facing manufacturing and treatment planning operations depend. Software applications and products containing software may contain errors or defects, especially when first introduced or released. The discovery of a defect, error, or security vulnerability in our products, software applications or IT systems, incompatibility with customers’ computer operating systems and hardware configurations with a new release or upgraded version or the failure of our products or primary IT systems, that we are unable to timely cure, may cause adverse consequences. These may include delays, loss of revenues, significant remediation costs, market acceptance delays, data damage, loss, or unavailability, unintended disclosure or other processing of financial, health or other information relating to individuals, product recalls, loss of market share or increased service costs, any of which could have a material effect on our reputation, business, financial condition or results of our operations and those of our customers or our business partners. Products in our Systems and Services segment, such as our iTero intraoral scanners, are subject to software and hardware risks that, if improperly managed, could have a material adverse impact on our business and financial results. Our Systems and Services segment is subject to software and hardware risks related to the manufacturing, design, quality and safety of our complex, global installed base of iTero intraoral scanners, which are continually updated to add, expand or improve features with new hardware or software, to integrate new or existing software or other components manufactured by third parties, or to provide repair or replacement parts, any of which may contain errors or exhibit failures, especially when products are first introduced. We may be unable to ensure that third-party components or changes to them will be completely compatible with our scanners, which could cause our scanners to fail to perform as anticipated. Additionally, the third-party 43 Table of Contents software integrated into or interoperable with our scanners routinely reach end of life, and as a consequence, certain applications and models may be exposed to additional vulnerabilities, including security risks, errors, and malfunctions that may be irreparable or difficult to repair. We may not timely and adequately remediate or implement corrective measures for such failures, including due to reliance on third-party providers or suppliers. Consequently, any remediation may be time-consuming or difficult to achieve, which may materially impact our customers and business partners, damage our reputation, and result in lost business and revenue opportunities, and could be materially costly. If our products experience component aging, errors, or performance problems, or do not otherwise satisfy our stringent quality processes and controls we may choose to or be compelled to recall certain products, which may include, product withdrawals from the market, labeling changes, design changes, customer notifications, and notifications to global regulatory bodies. A significant portion of our clear aligner production is dependent on digital scans from our globally dispersed and decentralized installed base of iTero and third-party intraoral scanners, and if we or third parties discontinue commercial availability or support for older versions of these scanners, our clear aligner revenues could be adversely impacted. Failures of all or any portion of our or third-party software or other components or systems to interoperate with iTero or third-party scanners, termination of interoperability with third-party scanners, product or system vulnerabilities or defects, interference or disruptions for us, our customers, labs or other business partners in the use of our products or the transmission or processing of data needed for the use or ordering of our products, or system outages, regardless of cause, have harmed our operations previously and in the future could materially and adversely affect our ability to accept scans, manufacture clear aligners or restorative procedures or treatments and services, or otherwise service our customers. Any of these events could harm our sales, damage our reputation, adversely impact our strategic partners, or result in claims, demands, litigation, and liabilities, which could have a material effect on our reputation, business, financial condition or results of our operations and the operations of our customers or business partners. We are highly dependent on third-party suppliers, some of whom are sole source suppliers, for certain key machines, components and materials, and our business, financial condition and results of operations could be materially adversely affected if supply is restricted or ends or the price materially increases. We are highly dependent on our supply chain, particularly manufacturers of specialized and customized scanning equipment, rapid prototyping machines, resin and other advanced materials, as well as the optics, electronic and other mechanical components of our iTero scanners. We maintain single and sole supply relationships in limited locations for materials and manufacturing, which exposes us to multiple supply chain vulnerabilities. We are reliant upon manufacturers that we contract with for quality and stability and any failures on their part may have an impact on our ability to supply our products. Because of our dependence on our suppliers, changes in key relationships can materially disrupt our supply chain. For instance, we may be unable to quickly establish or qualify replacement suppliers, which could create production interruptions, delays and inefficiencies. Finding substitute manufacturers may be expensive, time-consuming or impossible and could result in significant interruptions in the supply of one or more products, product retesting or additional product registration, causing us to lose revenues and damage customer relationships. Technology changes by our service providers, vendors and other third parties could disrupt access to required manufacturing capacity or require expensive, time-consuming development efforts to adapt and integrate new equipment or processes. In the event of technology changes, delivery delays, labor stoppages or shortages, or increases in price for these items, sales may decrease and our business and prospects may be harmed. We contract with commercial intermediaries to distribute a portion of the importation, marketing and sales of our products and services, which exposes us to risks to our sales, operations and reputation, including the risk these intermediaries do not comply with applicable laws or our internal procedures. In addition to our direct sales force, we have and expect to continue to use distributors, resellers or other commercial intermediaries to import, market, sell, service and support our products and services. Our distribution agreements are generally non-exclusive and terminable by either party with customary notice. If qualified and acceptable alternative commercial intermediaries cannot be quickly found and trained in the use, marketing, sales and support of our products and services, our revenues and ability to sell or service our products and services in key markets could be adversely affected. These commercial intermediaries may also choose to sell alternative or competing products or services. In addition, we may be held responsible for the actions of these commercial intermediaries, their employees and commercial intermediaries for non-compliance with laws and regulations, including fair competition, bribery and corruption, import and export compliance, safety, data privacy, false advertising or unfair and deceptive trade practices, and marketing and sales activities. If these commercial intermediaries fail to satisfy customers, our reputation and brand loyalty could be harmed. An intermediary may also affect our ability to effectively market our products in certain foreign countries or regulatory jurisdictions if it holds the regulatory authorization in such countries or within such regions and causes, by action or inaction, the suspension of such marketing authorization or sanctions for non-compliance or prevents us from taking control of any such authorization. It may be difficult, expensive, and time-consuming for us to re-establish market access or regulatory compliance. A disruption in the operations of a primary freight carrier, higher shipping costs or shipping delays could disrupt our supply chain and impact our operating and financial results. We depend on commercial freight carriers, primarily United Parcel Service, Inc., to deliver our products. If the operations of commercial freight carriers are disrupted or we fail to mitigate any disruptions, we may be unable to timely deliver products to our customers who may choose alternative products, causing our net revenues and gross margin to decline, possibly materially. Moreover, when fuel costs increase, our freight costs generally do as well. In addition, we earn an increasingly larger portion of our total revenues from international sales, which carry higher shipping costs that negatively impact our gross margin and results of operations. If freight costs materially increase and we are unable to successfully pass all or significant 44 Table of Contents portions of the increases along to our customers, or we cannot otherwise offset such increases, our gross margin and financial results could be materially affected. If we cannot attract, motivate, train or retain personnel, it will be difficult to achieve our strategic priorities, which could materially adversely affect our business, financial condition and results of operations.