SEC EDGAR · 10-Q

10-Q – 2026-08-05 – algn-20260630.htm

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Omsättning
  • Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 56
  • 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, conting
  • 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 account
  • 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 as control over the transferred receivables is surrendered. Cash proceeds from the sale of receivable are included within cash flows from operations in the Condensed Consolidated Statements of Cash Flows. Total accounts receivable sold under factoring arrangements were $ 7.0 million and $ 18.3
  • 37,514 — | Accrued sales and marketing expenses 36,759 29,941 | Current operating lease liabilities 34,224 31,939
  • Our unfulfilled performance obligations, including deferred revenues and backlog, as of June 30, 2026 were $ 1,277.9 million. These performance obligations are expected to be fulfilled over a period of up to five years . Substantially all remaining performance obligations relate to clear aligner contracts and system and services arrangements, with the associated transaction price largely reflected in deferred revenue balances.
  • 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
  • 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
Rörelseresultat
  • 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.
  • 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.
Periodens resultat
  • Total interest income and other income (expense), net ( 5,320 ) 10,483 1,611 19,825 | Net income before provision for income taxes 148,693 173,516 297,579 313,958 | Provision for income taxes 40,399 48,908 76,514 96,120
  • Provision for income taxes 40,399 48,908 76,514 96,120 | Net income $ 108,294 $ 124,608 $ 221,065 $ 217,838
  • Net income per share: | Basic
  • $ 1.51 $ 1.72 $ 3.09 $ 2.98 | Shares used in computing net income per share: | Basic
  • 2026 2025 2026 2025 | Net income $ 108,294 $ 124,608 $ 221,065 $ 217,838 | Other comprehensive income:
  • 71,617 $ 7 $ 1,530,934 $ 70,093 $ 2,548,385 $ 4,149,419 | Net income — — — — 108,294 108,294
  • 71,364 $ 7 $ 1,509,595 $ 75,388 $ 2,464,157 $ 4,049,147 | Net income — — — — 221,065 221,065
  • 73,057 $ 7 $ 1,386,807 $ 18,177 $ 2,389,252 $ 3,794,243 | Net income — — — — 124,608 124,608
Resultat per aktie
  • The number of common share equivalents excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive were as follows (in thousands):
Kassaflöde
  • Note 12 . Supplemental Cash Flow Information
  • The supplemental cash flow information consists of the following (in thousands): | Six Months Ended
  • As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $1,103 million and $1,095 million, respectively, of which approximately $861 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 a
Likvida medel
  • Current assets: | Cash and cash equivalents $ 1,102,591 $ 1,094,908
  • 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 June 30, 2026, the Company has not experienced any material credit losses on such deposits.
  • Cash and Cash Equivalents
  • The following tables summarize our cash and cash equivalents balances in our Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (in thousands):
  • • Net income of $108 million with diluted net income per share of $1.51; | • Cash and cash equivalents of $1,103 million as of June 30, 2026; | • Cash provided by operating activities of $193 million;
  • As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $1,103 million and $1,095 million, respectively, of which approximately $861 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 a
  • Changes in interest rates could impact our anticipated interest income earned on our cash and cash equivalents balance. As of June 30, 2026, we are not exposed to interest rate risk on our unsecured revolving line of credit because we had no outstanding borrowings. An immediate 10% change in interest rates would not have a material adverse impact on our future operating results and cash flows. As of June 30, 2026, we had no short term or long-term marketable securities.
Nettoskuld
  • Net income $ 221,065 $ 217,838 | Adjustments to reconcile net income to net cash provided by operating activities: | Deferred taxes 31,425 ( 759 )
  • Deferred revenues ( 64,498 ) ( 64,742 ) | Net cash provided by operating activities | 343,799 181,326
  • Net cash used in investing activities ( 213,738 ) ( 56,768 ) | CASH FLOWS FROM FINANCING ACTIVITIES:
  • Payroll taxes paid upon the vesting of equity awards ( 29,167 ) ( 19,830 ) | Net cash used in financing activities ( 115,575 ) ( 303,055 ) | Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 6,689 ) 35,876
  • 2026 2025 | Net cash provided by (used in):
  • Significant adjustments to reconcile net income to net cash provided by operating activities
  • Net cash used in investing activities was $214 million for the six months ended June 30, 2026, primarily driven by $66 million of purchases of property, plant and equipment, a $100 million additional investment in Heartland, $70 million for our investment in convertible notes, and $19 million related to an immaterial acquisition, offset by $42 million of proceeds from the sale of property, plant and equipment.
  • Net cash used in financing activities was $116 million for the six months ended June 30, 2026, primarily driven by outflows of $98 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.
Eget kapital
  • Condensed Consolidated Statements of Stockholders’ Equity | 6
  • LIABILITIES AND STOCKHOLDERS’ EQUITY | Current liabilities:
  • Stockholders’ equity: | Preferred stock, $ 0.0001 par value ( 5,000 shares authorized; none issued)
  • Retained earnings 2,595,563 2,464,157 | Total stockholders’ equity 4,232,453 4,049,147 | Total liabilities and stockholders’ equity $ 6,417,581 $ 6,233,693
  • Total stockholders’ equity 4,232,453 4,049,147 | Total liabilities and stockholders’ equity $ 6,417,581 $ 6,233,693
  • ALIGN TECHNOLOGY, INC. | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | (in thousands)
  • Note 8. Stockholders’ Equity
Antal aktier
  • 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 July 31, 2026, the number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, was 71,039,852 .
  • Number of Shares | Underlying RSUs
  • 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. The fair value of MSUs was estimated using a Monte Carlo model. Because the awards contain a market condition, the related compensation expense is recognized over the service period regardless of whether
  • Number of Shares | Underlying MSUs
  • 1 On May 1, 2026, we initiated a $ 200 million open market repurchase program which is expected to be completed by October 2026. The total number of shares to be repurchased and the average price per share are not determinable as of the filing of this Quarterly Report on Form 10-Q. The amount paid, total shares received and average price per share per the table above are determined as of June 30, 2026.
  • Denominator: | Weighted average common shares outstanding, basic 71,495 72,565 71,460 73,061 | Dilutive effect of potential common stock 25 28 169 37
  • Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Antal anställda
  • • Capital expenditures of $36 million, primarily related to investments in our manufacturing capacity and facilities; and | • Number of employees was 20,435 as of June 30, 2026, a decrease of 4.9% year-over-year primarily due to workforce reduction associated with the 2025 restructuring plan.
  • • Depreciation and amortization of $97 million related to our investments in property, plant and equipment and intangible assets; | • Stock-based compensation of $86 million related to equity awards granted to employees and directors; | • Non-cash operating lease costs of $21 million;
  • 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
  • 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 pers
  • 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 reven
  • The loss of the services and knowledge of any key personnel, particularly executive management, research and development, or sales personnel, could harm our business and prospects and impede the achievement of our research and development, operational or strategic objectives. Competition for highly skilled personnel, particularly technical and digital talent, is intense, and traditional and emerging competitors have and are likely to continue to recruit our personnel as the dental industry under
  • Seamless leadership transitions for key positions are critical to sustaining our culture and organizational success. If our succession planning is ineffective, it could adversely impact our business. Organizational changes could also increase attrition and adversely impact our ability to successfully attract, motivate, and retain key personnel. For example, in September, 2025, we required most of our employees to return to working five days per week in the office for most locations, which could
  • We are also subject to anti-corruption and anti-bribery (“ABAC”) laws such as the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act of 2010, which generally prohibit payments to foreign officials for the purpose of obtaining or maintaining business, securing an advantage and directing business to another. ABAC laws require us to maintain accurate books and records and a system of internal accounting controls. Under the FCPA, we may be held liable for corruption by directors, office
Bruttomarginal
  • Gross profit $ 621.5 $ 563.8 $ 57.7 $ 1,234.4 $ 1,125.9 $ 108.5 | Gross margin % 71.4 % 70.1 % 71.5 % 70.3 % | Systems and Services
  • Gross profit $ 135.9 $ 144.3 $ (8.4) $ 259.6 $ 262.3 $ (2.7) | Gross margin % 73.3 % 69.4 % 70.3 % 67.2 % | Total cost of net revenues $ 298.8 $ 304.3 $ (5.6) $ 602.3 $ 603.5 $ (1.2)
  • Gross profit $ 757.4 $ 708.1 $ 49.3 $ 1,494.0 $ 1,388.2 $ 105.8 | Gross margin % 71.7 % 69.9 % 71.3 % 69.7 %
  • For the three and six months ended June 30, 2026, our gross margin percentage increased as compared to the same periods in 2025 primarily due to tariff refunds, roll-off of accelerated depreciation and higher clear aligner ASPs.
  • For the three and six months ended June 30, 2026, our gross margin increased compared to the same period in 2025, primarily due to higher ASPs, roll-off accelerated depreciation and operational efficiencies, partially offset by higher freight costs.
  • For the three and six months ended June 30, 2026, our gross margin increased compared to the same period in 2025, primarily due to lower Cost of net revenues from tariff refunds and operational efficiencies, partially offset by lower ASPs.
  • For the three months ended June 30, 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.
  • For the six months ended June 30, 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 equipment.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________  
FORM  10-Q
____________________________  
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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 July 31, 2026, the number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, was 71,039,852 .

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
8

Notes to Condensed Consolidated Financial Statements
9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
29

Item 3. Quantitative and Qualitative Disclosures About Market Risk
40

Item 4. Controls and Procedures
41

PART II OTHER INFORMATION
41

Item 1. Legal Proceedings
41

Item 1A. Risk Factors
41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
56

Item 3. Defaults Upon Senior Securities
56

Item 4. Mine Safety Disclosures
56

Item 5. Other Information
56

Item 6. Exhibits
57

Signatures
58

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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net revenues $ 1,056,192   $ 1,012,449   $ 2,096,279   $ 1,991,711  
Cost of net revenues 298,762   304,332   602,262   603,486  
Gross profit 757,430   708,117   1,494,017   1,388,225  
Operating expenses:
Selling, general and administrative 462,671   448,686   928,013   896,315  
Research and development 102,032   96,398   200,690   193,599  

Legal settlements and contingencies 38,714   —   69,346   4,178  
Total operating expenses 603,417   545,084   1,198,049   1,094,092  
Income from operations 154,013   163,033   295,968   294,133  
Interest income and other income (expense), net:
Interest income 4,636   2,859   8,547   8,175  
Other income (expense), net ( 9,956 ) 7,624   ( 6,936 ) 11,650  
      Total interest income and other income (expense), net ( 5,320 ) 10,483   1,611   19,825  
Net income before provision for income taxes 148,693   173,516   297,579   313,958  
Provision for income taxes 40,399   48,908   76,514   96,120  
Net income $ 108,294   $ 124,608   $ 221,065   $ 217,838  

Net income per share:
Basic
$ 1.51   $ 1.72   $ 3.09   $ 2.98  
Diluted
$ 1.51   $ 1.72   $ 3.09   $ 2.98  
Shares used in computing net income per share:
Basic
71,495   72,565   71,460   73,061  
Diluted
71,520   72,593   71,629   73,098  

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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net income $ 108,294   $ 124,608   $ 221,065   $ 217,838  
Other comprehensive income:

Change in foreign currency translation adjustment, net of tax ( 3,507 ) 43,010   ( 8,802 ) 55,209  

Other comprehensive income (loss)
( 3,507 ) 43,010   ( 8,802 ) 55,209  
Comprehensive income $ 104,787   $ 167,618   $ 212,263   $ 273,047  

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)

June 30,
2026 December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents $ 1,102,591   $ 1,094,908  

Accounts receivable, net of allowance for doubtful accounts of $ 27,021 and $ 34,213 , respectively
1,148,392   1,101,757  
Inventories 212,240   226,343  
Prepaid expenses and other current assets 199,826   165,571  
Assets held for sale
—   27,983  
Total current assets 2,663,049   2,616,562  

Property, plant and equipment, net 1,114,261   1,131,453  
Operating lease right-of-use assets, net 115,364   108,322  
Goodwill 497,301   491,833  
Intangible assets, net 94,927   93,933  
Deferred tax assets 1,479,864   1,513,542  
Other assets 452,815   278,048  
Total assets $ 6,417,581   $ 6,233,693  

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 109,841   $ 121,450  
Accrued liabilities 611,568   536,749  
Deferred revenues
1,187,188   1,261,816  
Total current liabilities 1,908,597   1,920,015  
Income tax payable 69,964   68,200  
Operating lease liabilities 86,618   82,507  
Other long-term liabilities 119,949   113,824  
Total liabilities 2,185,128   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; 71,245 and 71,364 issued and outstanding, respectively)
7   7  
Additional paid-in capital 1,570,297   1,509,595  
Accumulated other comprehensive income, net
66,586   75,388  
Retained earnings 2,595,563   2,464,157  
Total stockholders’ equity 4,232,453   4,049,147  
Total liabilities and stockholders’ equity $ 6,417,581   $ 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 June 30, 2026 Shares Amount
Balance as of March 31, 2026
71,617   $ 7   $ 1,530,934   $ 70,093   $ 2,548,385   $ 4,149,419  
Net income —  —  —  —  108,294   108,294  

Net change in foreign currency translation adjustment —  —  —  ( 3,507 ) —  ( 3,507 )
Issuance of common stock relating to employee equity compensation plans 24   —  —  —  —  — 
Tax withholdings related to net share settlements of equity awards ( 3 ) —  ( 515 ) —  —  ( 515 )
Common stock repurchased and retired ( 393 ) —  ( 5,682 ) —  ( 61,116 ) ( 66,798 )

Stock-based compensation —  —  45,560   —  —  45,560  
Balance as of June 30, 2026
71,245   $ 7   $ 1,570,297   $ 66,586   $ 2,595,563   $ 4,232,453  

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss), Net Retained Earnings Total
Six Months Ended June 30, 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 —  —  —  —  221,065   221,065  

Net change in foreign currency translation adjustment —  —  —  ( 8,802 ) —  ( 8,802 )
Issuance of common stock relating to employee equity compensation plans 616   —  11,718   —  —  11,718  
Tax withholdings related to net share settlements of equity awards ( 156 ) —  ( 29,166 ) —  —  ( 29,166 )
Common stock repurchased and retired ( 579 ) —  ( 8,334 ) —  ( 89,659 ) ( 97,993 )

Stock-based compensation —  —  86,484   —  —  86,484  
Balance as of June 30, 2026
71,245   $ 7   $ 1,570,297   $ 66,586   $ 2,595,563   $ 4,232,453  

6

Table of Contents

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income, Net Retained Earnings Total
Three Months Ended June 30, 2025 Shares Amount
Balance as of March 31, 2025
73,057   $ 7   $ 1,386,807   $ 18,177   $ 2,389,252   $ 3,794,243  
Net income —  —  —  —  124,608   124,608  

Net change in foreign currency translation adjustment —  —  —  43,010   —  43,010  
Issuance of common stock relating to employee equity compensation plans 15   —  —   —  —  —  
Tax withholdings related to net share settlements of equity awards ( 1 ) —  ( 253 ) —  —  ( 253 )
Common stock repurchased and retired ( 585 ) —  ( 8,221 ) —  ( 88,816 ) ( 97,037 )

Stock-based compensation —  —  48,208   —  —  48,208  
Balance as of June 30, 2025
72,486   $ 7   $ 1,426,541   $ 61,187   $ 2,425,044   $ 3,912,779  

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income, Net Retained Earnings Total
Six Months Ended June 30, 2025 Shares Amount
Balance as of December 31, 2024
73,849   $ 7   $ 1,362,234   $ 5,978   $ 2,483,766   $ 3,851,985  
Net income —  —  —  —  217,838   217,838  

Net change in foreign currency translation adjustment —  —  —  55,209   —  55,209  
Issuance of common stock relating to employee equity compensation plans 408   —  13,909   —  —  13,909  
Tax withholdings related to net share settlements of equity awards ( 100 ) —  ( 19,830 ) —  —  ( 19,830 )
Common stock repurchased and retired ( 1,671 ) —  ( 22,977 ) —  ( 276,560 ) ( 299,537 )

Stock-based compensation —  —  93,205   —  —  93,205  
Balance as of June 30, 2025
72,486   $ 7   $ 1,426,541   $ 61,187   $ 2,425,044   $ 3,912,779  

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

7

Table of Contents

ALIGN TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited )

Six Months Ended
June 30,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 221,065   $ 217,838  
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred taxes 31,425   ( 759 )
Depreciation and amortization 96,679   79,724  
Stock-based compensation 86,484   93,205  
Non-cash operating lease cost 20,637   19,457  
Gain on assets held for sale ( 11,699 ) —  
Fair value adjustment for equity investment
( 7,499 ) —  

Other non-cash operating activities 10,633   7,593  
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable ( 72,020 ) ( 121,406 )
Inventories 6,088   9,044  
Prepaid expenses and other assets ( 25,963 ) ( 22,701 )
Accounts payable ( 10,290 ) ( 7,516 )
Accrued and other long-term liabilities 60,570   ( 35,503 )
Long-term income tax payable 2,187   7,092  
Deferred revenues ( 64,498 ) ( 64,742 )
Net cash provided by operating activities
343,799   181,326  
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired ( 18,963 ) —  
Purchase of property, plant and equipment ( 66,450 ) ( 46,768 )
Investment in convertible notes
( 69,834 ) —  

Purchase of equity investments ( 100,491 ) ( 10,000 )
Proceeds from sale of property, plant and equipment 42,000   —  

Net cash used in investing activities ( 213,738 ) ( 56,768 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 11,718   13,909  
Common stock repurchases, net of excise tax
( 98,126 ) ( 297,134 )

Payroll taxes paid upon the vesting of equity awards ( 29,167 ) ( 19,830 )
Net cash used in financing activities ( 115,575 ) ( 303,055 )
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash ( 6,689 ) 35,876  
Net increase (decrease) in cash, cash equivalents, and restricted cash
7,797   ( 142,621 )
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 $ 1,103,983   $ 902,342  

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

8

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 and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other future period, and we make no representations related thereto.

Use of Estimates

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 six months ended June 30, 2026, we recorded $ 15.6 million of accelerated depreciation expense related to these assets. The increase in depreciation expense negatively impacted Net income, net of tax, by $ 11.6  million or $ 0.16 per basic share and $ 0.16 per diluted share. 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 June 30, 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,

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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.

Note 2.  Financial Instruments

Cash and Cash Equivalents

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

June 30, 2026
December 31, 2025

Cash $ 883,606   $ 770,051  
Money market funds
203,320   308,940  
Certificate of deposits
15,665   15,917  

Total $ 1,102,591   $ 1,094,908  

We had no short-term or long-term marketable securities as of June 30, 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.

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

Description Balance as of
June 30, 2026
Level 1
Cash equivalents:
Money market funds $ 203,320   $ 203,320  
Certificate of deposits 15,665   15,665  

Total $ 218,985   $ 218,985  

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 $ 80.4 million, including $ 1.8 million of accrued interest, that are classified as loans receivable and measured on an amortized cost basis, net of an allowance for credit losses and included in Other assets within our Condensed Consolidated Balance Sheets. The notes are unsecured, are not guaranteed, interest rates range up to 10 %, and mature at various dates through December 2035. One borrower represented approximately 72 % of the aggregate carrying amount as of June 30, 2026.

The allowance for credit losses is determined on our current estimate of expected credit losses, historical credit losses, estimates of recoveries, and future expectations at the balance sheet date. We evaluate the creditworthiness of our convertible notes when credit risk characteristics exist. Although these notes are not measured at fair value on a recurring basis, the estimated fair value of the instruments is classified within Level 3 of the fair value hierarchy as the fair value is derived from techniques in which one or more significant inputs are unobservable. As of June 30, 2026, the carrying value of our loans receivable approximated the fair value and the credit losses are expected to be immaterial.

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

Accounts Receivable Factoring

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 as control over the transferred receivables is surrendered. Cash proceeds from the sale of receivable are included within cash flows from operations in the Condensed Consolidated Statements of Cash Flows. Total accounts receivable sold under factoring arrangements were $ 7.0 million and $ 18.3 million during the three months ended June 30, 2026 and 2025, respectively, and $ 18.2 million and $ 24.7 million during the six months ended June 30, 2026 and 2025, respectively. Factoring fees on the sales of receivables were recorded in Other income (expense), net in our Condensed Consolidated Statements of Operations and were not material.

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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 these investments in equity securities in accordance with the measurement alternative. Under the measurement alternative, we record the value of our investments in equity securities at cost, minus impairment, if any. 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. These adjustments increased the total carrying value of our investment in Heartland to $ 231.7 million as of March 31, 2026.

On May 15, 2026, we entered into a new Subscription Agreement with Heartland (the “May 2026 Subscription Agreement”). Pursuant to the May 2026 Subscription Agreement, we acquired additional Class A Common Stock for $ 50.0 million. Following this investment, our total equity interest in Heartland was still less than 5 %. The total carrying value of our investment in Heartland was $ 281.7 million as of June 30, 2026.

On December 19, 2024 and June 5, 2025, we entered into Subscription Agreements (the “Smile Doctors Subscription Agreements”) with New SD Holding Company, L.P. (“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 June 30, 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 June 30, 2026, we did not hold any material investments in which we exercised significant influence.

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

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 using observable market-based inputs, including foreign currency spot and forward rates. As a result of the settlement of foreign currency forward contracts, we recognized a net gain of $ 0.5 million and a net loss of $ 27.1 million during the three months ended June 30, 2026 and 2025, respectively, and a net gain of $ 8.4 million and a net loss of $ 38.6 million, during the six months ended June 30, 2026 and 2025, respectively. Recognized gains and losses from the settlement of foreign currency forward contracts are recorded in Other income (expense), net in our Condensed Consolidated Statements of Operations. As of June 30, 2026 and December 31, 2025, the fair value of outstanding foreign exchange forward contracts was no t material.

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The following tables present the gross notional value of all our foreign exchange forward contracts outstanding as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026
Local Currency Amount Notional Contract Amount (USD)
Euro € 200,700 $ 229,042  
Canadian Dollar C$ 87,100 61,317  
British Pound £ 34,400 45,482  
Polish Zloty PLN 144,200 38,255  
Israeli Shekel ILS 82,700 27,809  
Brazilian Real R$ 106,500 20,379  
Japanese Yen ¥ 3,100,000 19,137  
Chinese Yuan ¥ 31,700 4,676  
New Taiwan Dollar NT$ 124,400 3,883  
Swiss Franc CHF 3,000 3,721  
Korean Won ₩ 4,900,000 3,162  
Australian Dollar A$ 3,900 2,686  
New Zealand Dollar NZ$ 4,200 2,382  

Czech Koruna Kč 15,800 743  
Total notional contract amount $ 462,674  

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  

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Note 3. Balance Sheet Components

Inventories consist of the following (in thousands):

June 30,
2026 December 31,
2025
Raw materials $ 92,010   $ 107,296  
Work in process 64,677   65,679  
Finished goods 55,553   53,368  
Total inventories $ 212,240   $ 226,343  

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

June 30,
2026 December 31,
2025
Value added tax receivables 1
$ 46,541   $ 55,819  
Prepaid expenses 101,098   62,478  
Other current assets 52,187   47,274  
Total prepaid expenses and other current assets $ 199,826   $ 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):  

June 30,
2026 December 31,
2025
Accrued payroll and benefits $ 245,230   $ 226,149  
Accrued expenses 62,882   61,049  
Accrued professional fees 51,174   12,245  
Accrued income taxes 39,509   44,049  
UK VAT settlement 1
37,514   —  
Accrued sales and marketing expenses 36,759   29,941  
Current operating lease liabilities 34,224   31,939  
Accrued property, plant and equipment 9,236   10,469  

Other accrued liabilities 95,040   120,908  
Total accrued liabilities $ 611,568   $ 536,749  

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

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

Six Months Ended
June 30,
2026 2025
Balance at beginning of period $ 24,411   $ 31,211  
Charge (credit) to cost of net revenues ( 8,633 ) 12,688  
Actual warranty expenditures ( 3,554 ) ( 6,251 )
Balance at end of period $ 12,224   $ 37,648  

Deferred revenues consist of the following (in thousands):

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June 30,
2026 December 31,
2025
Deferred revenues - current $ 1,187,188   $ 1,261,816  
Deferred revenues - long-term 1
90,458   85,543  
Total deferred revenues
$ 1,277,646   $ 1,347,359  

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

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

During the six months ended June 30, 2026 and 2025, we recognized $ 2,096.3 million and $ 1,991.7 million of net revenues, respectively of which $ 480.7 million and $ 475.4 million was included in the deferred revenues balance at December 31, 2025 and 2024, respectively.

Our unfulfilled performance obligations, including deferred revenues and backlog, as of June 30, 2026 were $ 1,277.9 million. These performance obligations are expected to be fulfilled over a period of up to five years . Substantially all remaining performance obligations relate to clear aligner contracts and system and services arrangements, with the associated transaction price largely reflected in deferred revenue balances.

Note 4 .  Goodwill and Intangible Assets

Goodwill

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

Clear Aligner Systems and Services Total
Balance as of December 31, 2025
$ 164,255   $ 327,578   $ 491,833  
Additions from acquisition 1
—   18,588   18,588  
Foreign currency translation adjustments
( 2,719 ) ( 10,401 ) ( 13,120 )
Balance as of June 30, 2026
$ 161,536   $ 335,765   $ 497,301  

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
June 30, 2026
Accumulated
Amortization Net Carrying
Value as of
June 30, 2026

Existing technology 11 $ 146,652   $ ( 74,561 ) $ 72,091  
Customer relationships 10 21,500   ( 13,438 ) 8,062  
Trademarks and tradenames
7 9,800   ( 8,750 ) 1,050  
Patents 12 480   ( 340 ) 140  
  Total finite-lived intangible assets 178,432   ( 97,089 ) 81,343  
In-process research and development 1
12,558   12,558  
Foreign currency translation adjustments 1,026  
  Total intangible assets, net
$ 94,927  

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1 In connection with the immaterial acquisition completed during the first quarter of 2026, the Company recorded $ 12.6 million in acquired in-process research and development within the Systems and Services segment. Acquired in-process research and development is considered an indefinite-lived intangible asset until completion of the associated research and development efforts at which time the asset will be amortized over its estimated useful life.

Weighted Average Amortization Period
(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 7 9,800   ( 8,050 ) 1,750  
Patents 12 480   ( 320 ) 160  
  Total finite-lived intangible assets $ 178,431   $ ( 87,871 ) 90,560  
Foreign currency translation adjustments 3,373  
  Total intangible assets, net
$ 93,933  

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

Fiscal Year Ending December 31, Amortization
Remainder of 2026
$ 8,705  
2027 15,607  
2028 14,505  
2029 14,505  
2030 6,328  
2031 3,615  
Thereafter 18,078  
Total $ 81,343  

Amortization expense for the three months ended June 30, 2026 and 2025 was $ 4.8 million and $ 4.7 million, respectively. Amortization expense for the six months ended June 30, 2026 and 2025 was $ 9.6 million and $ 9.3 million, respectively.

Note 5 .  Credit Facility

We maintain a revolving credit facility, as amended in March 2026, which provides for a $ 300.0 million unsecured revolving commitment, including a $ 50.0 million letter of credit sub-limit. The amendment included certain modifications to non-financial and immaterial terms of the facility. The facility matures on December 23, 2027 and loans under the facility accrue interest, at our election, based on either the Secured Overnight Financing Rate (“SOFR”) for the applicable period or a base rate, in each case plus an applicable margin.

The facility includes financial covenants and performance requirements. As of June 30, 2026, we had no outstanding borrowings under the facility and were in compliance with the terms and conditions of the facility in all material respects.

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

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

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

Antitrust Class Actions

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

On July 9, 2024, Defendants filed counterclaims against us alleging antitrust violations and unfair competition. Among other things, the counterclaims sought injunctive relief and money damages. On August 29, 2025, Defendants filed amended counterclaims, which additionally alleged that Align procured certain materials patents by fraud.

A jury trial commenced on June 22, 2026, and concluded on July 2, 2026. On July 2, the jury returned a verdict in Align’s favor on the Defendants’ antitrust and unfair competition claims. The jury also entered a verdict in Align’s favor on Defendants’ claim that Align procured certain patents by fraud.

The jury found that the Defendants infringed the asserted claims of four of Align’s patents (US Patent Nos. 10,973,613; 11,154,384, 11,648,090, and 11,648,091) by the making, using, selling, and offering for sale of aligners made with Zendura FLX/ClearQuartz materials. The jury found that the asserted claims of US Patent Nos. 10,973,613; 11,154,384, 11,648,090, and 11,648,091 were invalid for lack of enablement.

Before trial, the District Court judge found that the asserted claims 1, 2, 11 and 39 of US Patent No. 8,038,444 (the treatment planning patent) were invalid under 35 U.S.C. § 101 and during the trial, granted Defendants’ motion for judgment as a matter of law on the asserted claims of US Patent No. 10,791,936 (the scanner patent).

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

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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.

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, Angelalign Technology (Germany) GmbH filed an action in the European Patent Office challenging the validity of the treatment-planning patent referenced above and on May 11, 2026, it also filed an action in the European Patent Office challenging the validity of the patent related to treatments in complex cases referenced above.

On February 12, 2026, the Unified Patent Court issued its decision in the provisional-measures action related to treatment planning, entering a preliminary injunction in Align’s favor and against Angel that prohibits Angel from using its “Live Now” feature, a user interface for treatment planning. 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, but on July 8, 2026, the Court of Appeal of the Unified Patent Court issued its decision, rejecting Angel’s appeal and maintaining the preliminary injunction, as well as ordering Angel to pay the costs of the proceedings. In parallel, on March 16, 2026, Align initiated a merits infringement action under the treatment-planning patent seeking a permanent injunction and damages. This merits action additionally named UK Angelalign Technology Ltd. and Angel Technology Spain, S.L. as defendants.

On May 12, 2026, the Unified Patent Court issued its decision in the provisional-measures action related to complex cases, declining to award a preliminary injunction on the basis that there was insufficient evidence in those accelerated proceedings to determine that the patent was infringed. The decision in the provisional-measures proceedings was not appealed, yet Align can still enforce that same patent through a merits infringement action before the Unified Patent Court.

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

On August 18, 2025, we initiated an action in the U.S. 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 June 26, 2026, the Zhengzhou Intermediate People’s Court issued first-instance judgments finding no infringement of Align’s two patents relating to tooth attachments and treatment planning. Align disagrees with the court’s findings and intends to appeal both judgments to the Supreme People’s Court of China.

On January 16, 2026 and March 11, 2026, Shanghai Angelalign Medical Devices Co., Ltd. filed a petition with the China National Intellectual Property Administration (“CNIPA”) challenging the validity of our two patents related to extraction site closure, which patent is the subject of the above-referenced infringement action filed before Jinan Intermediate People’s Court. On January 22 and February 12, 2026, Shanghai Angelalign Medical Devices Co., Ltd. filed two separate petitions with the

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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 July 20-24, 2026, the CALJ presided over the evidentiary hearing in Washington, D.C. The CALJ’s initial determination on the merits is due by November 20, 2026.

In addition to the above, in the ordinary course of our operations, we are involved in a variety of claims, suits, investigations, and proceedings, including actions with respect to intellectual property claims, patent infringement claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters. Regardless of the outcome, these proceedings can have an adverse impact on us because of defense costs, diversion of management resources, and other factors. Although the results of complex legal proceedings are difficult to predict and our view of these matters may change in the future as litigation and events related thereto unfold; we currently do not believe that these matters, individually or in the aggregate, will materially affect our financial position, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our financial position, results of operations or cash flows.

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.

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

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

Based on the information available, we determined that a loss is probable and reasonably estimable and recorded an estimated liability of approximately $ 37.5  million, inclusive of estimated interest, related to UK VAT as Legal settlements and contingencies under Accrued liabilities in our Condensed Consolidated Balance Sheets as of June 30, 2026. The recorded amount reflects our best estimate of the obligation as of the reporting date. We intend to exhaust all available appeals and vigorously defend our position; however, the ultimate resolution of this matter remains subject to significant uncertainty.

Indemnification Provisions

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

Note 8.  Stockholders’ Equity

As of June 30, 2026, the Align Technology, Inc. 2005 Incentive Plan, as amended, has a total reserve of 34,668,895 shares, of which 2,888,952 shares are available for issuance.

Summary of Stock-Based Compensation Expense

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

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Cost of net revenues $ 1,846   $ 1,636   $ 3,466   $ 3,174  
Selling, general and administrative
33,011   33,485   62,003   64,351  
Research and development 10,703   13,087   21,015   25,680  
Total stock-based compensation $ 45,560   $ 48,208   $ 86,484   $ 93,205  

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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 six months ended June 30, 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
798   189.19  
Vested and released ( 452 ) 283.14  
Forfeited ( 64 ) 229.45  
Unvested as of June 30, 2026
1,532   $ 214.93   1.75 $ 258,338  

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

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

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. The fair value of MSUs was estimated using a Monte Carlo model. Because the awards contain a market condition, the related compensation expense is recognized over the service period regardless of whether the market condition is ultimately achieved, provided the service condition is satisfied. MSUs vest over a period of three years and the maximum number of shares eligible to vest is 250 % of the number of MSUs initially granted.

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

Number of Shares
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
( 63 ) 622.37  
Forfeited ( 37 ) 532.75  
Unvested as of June 30, 2026
312   $ 419.99   1.92 $ 52,623  

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

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

Employee Stock Purchase Plan (“ESPP”)

As of June 30, 2026, we have 1,626,275 shares available for future issuance under the Align Technology, Inc. 2010 Employee Stock Purchase Plan (as amended and restated, the “2010 Purchase Plan”).

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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:

Six Months Ended
June 30,
2026 2025
Expected term (in years) 0.9 1.1
Expected volatility 41.4   % 40.9   %
Risk-free interest rate 3.6   % 4.2   %
Expected dividends —   —  
Weighted average fair value at grant date $ 51.66   $ 70.62  

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

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 June 30, 2026, we have $ 733.3 million remaining available for repurchase under the April 2025 Repurchase Program.

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

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 April 2025 $ 200.0   Q1 2026 1,390,364   $ 143.85  
Q2 2026 April 2025 $ 66.7   N/A 1
393,419   $ 169.45  

1 On May 1, 2026, we initiated a $ 200  million open market repurchase program which is expected to be completed by October 2026. The total number of shares to be repurchased and the average price per share are not determinable as of the filing of this Quarterly Report on Form 10-Q. The amount paid, total shares received and average price per share per the table above are determined as of June 30, 2026.

During the three months ended June 30, 2026, we repurchased approximately 0.4 million shares of our common stock under the April 2025 Repurchase Program at an average price of $ 169.45 per share for an aggregate purchase price of approximately $ 66.7 million. As of June 30, 2026, $ 733.3 million remained available for repurchase under the program.

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Note 10. Accounting for Income Taxes

Our provision for income taxes was $ 40.4 million and $ 48.9 million for the three months ended June 30, 2026 and 2025, respectively, representing effective tax rates of 27.2 % and 28.2 %, respectively. Our provision for income taxes was $ 76.5 million and $ 96.1 million for the six months ended June 30, 2026 and 2025, respectively, representing effective tax rates of 25.7 % and 30.6 %. Our effective tax rate differs from the statutory federal income tax rate of 21% for the three and six months ended June 30, 2026 and 2025 primarily due to the recognition of additional tax expense resulting from U.S. taxes on foreign earnings, state income taxes, and non-deductible expenses in the U.S., partially offset by the foreign income taxed at different rates.

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 $ 120.9 million and $ 117.4 million as of June 30, 2026 and December 31, 2025, respectively, a material amount of which would impact our effective tax rate if recognized. The increase in our unrecognized tax benefits relates primarily to positions taken on income tax return calculations finalized during the three and six months ended June 30, 2026.

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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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Numerator:
Net income $ 108,294   $ 124,608   $ 221,065   $ 217,838  
Denominator:
Weighted average common shares outstanding, basic 71,495   72,565   71,460   73,061  
Dilutive effect of potential common stock 25   28   169   37  
Total shares, diluted 71,520   72,593   71,629   73,098  

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

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

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
MSUs 285   —   248   —  
RSUs 1,482   1,502   799   1,375  
ESPP 1   3   1   2  
Total 1,768   1,505   1,048   1,377  

Note 12 . Supplemental Cash Flow Information

The supplemental cash flow information consists of the following (in thousands):
Six Months Ended
June 30,
2026 2025
Non-cash investing and financing activities:
Acquisition of property, plant and equipment in accounts payable and accrued liabilities $ 17,185   $ 12,995  

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 21,076   $ 19,323  

Non-cash lease activities:
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 26,590   $ 12,259  

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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.

Summarized financial information by reportable segment is as follows (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net revenues
Clear Aligner $ 870,874   $ 804,617   $ 1,726,898   $ 1,601,460  
Systems and Services 185,318   207,832   369,381   390,251  
Total net revenues $ 1,056,192   $ 1,012,449   $ 2,096,279   $ 1,991,711  
Cost of net revenues 1

Clear Aligner
$ 249,370   $ 240,811   $ 492,525   $ 475,565  
Systems and Services
49,392   63,521   109,737   127,921  
Total cost of net revenues
$ 298,762   $ 304,332   $ 602,262   $ 603,486  
Gross profit
Clear Aligner $ 621,504   $ 563,806   $ 1,234,373   $ 1,125,895  
Systems and Services 135,926   144,311   259,644   262,330  
Total gross profit $ 757,430   $ 708,117   $ 1,494,017   $ 1,388,225  
Other Segment expenses

Clear Aligner
$ 296,031   $ 296,795   $ 601,101   $ 598,660  
Systems and Services
58,274   58,574   115,916   118,130  
Unallocated corporate expenses
249,112   189,715   481,032   377,302  
Total operating expenses
$ 603,417   $ 545,084   $ 1,198,049   $ 1,094,092  
Segment income from operations

Clear Aligner $ 325,473   $ 267,011   $ 633,272   $ 527,235  
Systems and Services 77,652   85,737   143,728   144,200  
Total segment income from operations
$ 403,125   $ 352,748   $ 777,000   $ 671,435  

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.

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.

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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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Total segment income from operations $ 403,125   $ 352,748   $ 777,000   $ 671,435  
Unallocated corporate expenses ( 249,112 ) ( 189,715 ) ( 481,032 ) ( 377,302 )

Total income from operations 154,013   163,033   295,968   294,133  
Interest income 4,636   2,859   8,547   8,175  
Other income (expense), net ( 9,956 ) 7,624   ( 6,936 ) 11,650  

Net income before provision for income taxes $ 148,693   $ 173,516   $ 297,579   $ 313,958  

The following table includes certain non-cash expenses for each reportable segment (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Stock-based compensation
Clear Aligner $ 6,387   $ 6,065   $ 12,336   $ 11,883  
Systems and Services 406   403   783   806  
Unallocated corporate expenses 38,767   41,740   73,365   80,516  
Total stock-based compensation $ 45,560   $ 48,208   $ 86,484   $ 93,205  
Depreciation and amortization
Clear Aligner 1
$ 21,782   $ 19,495   $ 59,420   $ 38,399  
Systems and Services
10,572   9,302   21,106   17,771  
Unallocated corporate expenses
7,777   11,779   16,153   23,554  
Total depreciation and amortization $ 40,131   $ 40,576   $ 96,679   $ 79,724  

1 Includes $ 15.6 million of accelerated depreciation for the six months ended June 30, 2026 as disclosed in Note 1 “Summary of Significant Accounting Policies."

Our CODM does not regularly review total assets at the reportable segment level; 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
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Net revenues 1 :

U.S. $ 395,174   $ 422,801   $ 799,662   $ 846,119  
Switzerland 248,618   235,247   493,766   459,379  
Other International 412,400   354,401   802,851   686,213  
Total net revenues $ 1,056,192   $ 1,012,449   $ 2,096,279   $ 1,991,711  

1 Net revenues are attributed to countries based on the location of where revenues are recognized by our legal entities.

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

June 30,
2026 December 31,
2025
Long-lived assets 1 :

Switzerland $ 481,493   $ 493,584  
U.S. 197,317   200,343  

Other International 550,815   545,848  
Total long-lived assets $ 1,229,625   $ 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 June 30, 2026, we had no remaining restructuring liability related to the 2024 Restructuring.

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. 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 six months ended June 30, 2026, we reduced our December 31, 2025 restructuring liability by approximately $ 14.0 million primarily due to cash payments and an adjustment of approximately $ 0.7 million, most of which was recorded in Selling, general and administrative expense in our Condensed Consolidated Statements of Operations. As of June 30, 2026, $ 2.5 million remained unpaid and was included in Accrued liabilities in our Condensed Consolidated Balance Sheets.

We have completed the 2025 restructuring plan and incurred approximately $ 40.2 million in total restructuring expenses. We do not expect to incur additional restructuring expenses in connection with the 2025 restructuring 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 six months ended June 30, 2026

2024 Restructuring 2025 Restructuring 2
Total
Balance at beginning of period 1
$ 488   $ 17,112   $ 17,600  
Restructuring and other charges
—   ( 678 ) ( 678 )
Cash payments and adjustments
( 488 ) ( 13,970 ) ( 14,458 )
Balance at end of period 1
$ —   $ 2,464   $ 2,464  

1 Included in “Accrued liabilities” within our Condensed Consolidated Balance Sheets.
2 2025 restructuring activities include an immaterial amount of charges not related to post-employment benefits.

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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 classified a disposal group associated with a manufacturing facility in Juarez, Mexico as held for sale and recognized an impairment loss of $ 23.1  million.

During the first quarter of 2026, we recognized a gain of $ 11.7 million resulting from an increase in fair value less costs to sell, driven by updated market‑based information. The gain did not exceed the cumulative impairment losses previously recognized on the disposal group. The gain was recorded within Cost of net revenues in our Condensed Consolidated Statements of Operations and was attributable to our Clear Aligner reportable segment.

During the second quarter of 2026, we completed the sale of the disposal group associated with the manufacturing facility in Juarez, Mexico and received net proceeds of approximately $ 42 million. The carrying value of the disposal group had been adjusted to fair value less cost to sell as of March 31, 2026 and accordingly, no material gain or loss was recognized upon sale.

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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, elevated gasoline and other energy costs, market volatility, uncertainty surrounding future United States trade policies, tariffs, customs duties and fees, and retaliatory actions by other nations, 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; 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 the timing and amount of future stock repurchases; our expectations regarding our tax positions and the judgments we make related to our tax obligations, including value-added tax positions and related contingent liabilities; our beliefs regarding the importance of our manufacturing operations on our success and our plans to open a manufacturing facility in Hyderabad, India in 2027; 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 expectations regarding the outcomes and timing of ongoing litigation matters and regulatory developments; 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 expectations regarding restructuring plans, workforce reductions, and related charges and savings; our expectations regarding acquisitions, dispositions, divestitures, held-for-sale classifications, and related fair-value estimates and measurement-period adjustments; 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

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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 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.

Recent Developments

New Manufacturing Facility : During the second quarter, we announced plans to expand our global manufacturing network with a new facility in Hyderabad, India, which is expected to commence operations in 2027 and will represent our first manufacturing facility in India. We expect to invest approximately $200 million over the next several years in connection with the project, including both capital expenditures and operating costs. The planned expansion is intended to support growth in high-demand markets, enhance supply chain resiliency, increase manufacturing capacity, improve operational efficiency, and further diversify our global manufacturing footprint.

UK VAT Update : On July 7, 2026, the Upper Tribunal (Tax and Chancery Chamber) of the United Kingdom issued a decision reversing the April 24, 2025 decision of the First-tier Tribunal and holding that clear aligners are not “dental prostheses” and are therefore subject to value added tax in the United Kingdom at the standard rate. We have recorded an estimated liability of approximately $37.5 million as of June 30, 2026, which reflects management’s best estimate of the obligation as of the reporting date. We intend to exhaust all available appeals and vigorously defend our position, but the ultimate resolution of this matter remains subject to significant uncertainty. For more information, see Note 7 “ Commitments and Contingencies ” of the Notes to Condensed Consolidated Financial Statements.

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. 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. 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. Additionally, we believe that the ongoing military conflicts in the Middle East, including the hostilities involving Israel, Iran, and the United States that began or escalated in 2025 and 2026, together with elevated gasoline and energy costs and related market volatility, have and may continue to contribute 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

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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 second quarter of 2026, foreign currency movements favorably impacted our revenues compared to the prior-year period. 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 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 June 30, 2026, we incurred a total of approximately $40.2 million in restructuring charges under this plan, of which $2.5 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 has been completed. We do not expect to incur additional restructuring expenses in connection with the 2025 restructuring plan.

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 June 30, 2026, our business operations reflect the following:

• Revenues of $1,056 million, an increase of 4.3% year-over-year;

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• Clear Aligner revenues of $871 million, an increase of 8.2% year-over-year;
• Clear Aligner case volume increased 7.4% year-over-year and Clear Aligner case volume for teens and growing patients increased from 223.2 thousand shipments to 239.2 thousand or 7.2% year-over-year;
• Imaging Systems and CAD/CAM services revenues of $185 million, a decrease of 10.8% year-over-year;
• Income from operations of $154 million and operating margin of 14.6%;
• Effective tax rate of 27.2%;
• Net income of $108 million with diluted net income per share of $1.51;
• Cash and cash equivalents of $1,103 million as of June 30, 2026;
• Cash provided by operating activities of $193 million;
• Capital expenditures of $36 million, primarily related to investments in our manufacturing capacity and facilities; and
• Number of employees was 20,435 as of June 30, 2026, a decrease of 4.9% year-over-year primarily due to workforce reduction associated with the 2025 restructuring plan.

Other Statistical Data and Trends

• As of June 30, 2026, approximately 23 million people worldwide have been treated with our Invisalign system.

• For the second quarter of 2026, the total number of Invisalign-trained doctors that submitted cases and received shipments (doctor submitters) was 89.2 thousand compared to 86.3 thousand in the second quarter of 2025, a 3.4% increase.

• The total utilization rate (case shipments divided by the number of doctor submitters) in the second quarter of 2026 increased to 7.8 cases per doctor compared to 7.5 cases per doctor in the second quarter of 2025.

• Clear aligner revenue per case shipment (clear aligner revenues divided by case shipments) increased from $1,250 in the second quarter of 2025 to $1,260 in the second 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.

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Net revenues for our Clear Aligner and Systems and Services segments for the three and six months ended June 30, 2026 and 2025 are as follows (in millions):

Three Months Ended
June 30, Six Months Ended
June 30,
Net Revenues 2026 2025 Change 2026 2025 Change

Clear Aligner net revenues
$ 870.9  $ 804.6  $ 66.3  8.2  % $ 1,726.9  $ 1,601.5  $ 125.4  7.8  %
Systems and Services net revenues 185.3  207.8  (22.5) (10.8) % 369.4  390.3  (20.9) (5.3) %
Total net revenues $ 1,056.2  $ 1,012.4  $ 43.7  4.3  % $ 2,096.3  $ 1,991.7  $ 104.6  5.3  %

Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

Clear Aligner Case Volume

Case volume data which represents Clear Aligner case shipments for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):

Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change

Total case volume 691.8  644.4  47.4  7.4  % 1,377.4  1,286.7  90.8  7.1  %

Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

For the three and six months ended June 30, 2026, total net revenues increased by $44 million and $105 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 June 30, 2026, Clear Aligner net revenues increased by $66 million compared to the same period in 2025, primarily due to an increase in volume, which increased net revenues by $53 million and an increase of $13 million from favorable foreign exchange rates and price increases.

For the six months ended June 30, 2026, Clear Aligner net revenues increased by $125 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 $102 million and $49 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 $26 million.

Systems and Services

For the three months ended June 30, 2026, Systems and Services net revenues decreased by $23 million compared to the same period in 2025, primarily due to decrease of $27 million from mix shift to lower-priced products and $15 million from lower scanner wand sales. These decreases were partially offset by higher system volume of $11 million and an increase of $8 million from higher non-system sales and favorable foreign exchange.

For the six months ended June 30, 2026, Systems and Services net revenues decreased by $21 million compared to the same period in 2025, primarily due to decrease of $46 million from mix shift to lower-priced products, and $28 million from lower scanner wand sales. These decreases were partially offset by higher system volume of $35 million and an increase of $18 million from higher non-systems sales and favorable foreign exchange.

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Cost of net revenues and gross profit (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Clear Aligner
Cost of net revenues $ 249.4  $ 240.8  $ 8.6  $ 492.5  $ 475.6  $ 17.0 
% of net segment revenues 28.6  % 29.9  % 28.5  % 29.7  %
Gross profit $ 621.5  $ 563.8  $ 57.7  $ 1,234.4  $ 1,125.9  $ 108.5 
Gross margin % 71.4  % 70.1  % 71.5  % 70.3  %
Systems and Services
Cost of net revenues $ 49.4  $ 63.5  $ (14.1) $ 109.7  $ 127.9  $ (18.2)
% of net segment revenues 26.7  % 30.6  % 29.7  % 32.8  %
Gross profit $ 135.9  $ 144.3  $ (8.4) $ 259.6  $ 262.3  $ (2.7)
Gross margin % 73.3  % 69.4  % 70.3  % 67.2  %
Total cost of net revenues $ 298.8  $ 304.3  $ (5.6) $ 602.3  $ 603.5  $ (1.2)
% of net revenues 28.3  % 30.1  % 28.7  % 30.3  %
Gross profit $ 757.4  $ 708.1  $ 49.3  $ 1,494.0  $ 1,388.2  $ 105.8 
Gross margin % 71.7  % 69.9  % 71.3  % 69.7  %

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.

For the three and six months ended June 30, 2026, our gross margin percentage increased as compared to the same periods in 2025 primarily due to tariff refunds, roll-off of accelerated depreciation and higher clear aligner ASPs.

Clear Aligner

For the three and six months ended June 30, 2026, our gross margin increased compared to the same period in 2025, primarily due to higher ASPs, roll-off accelerated depreciation and operational efficiencies, partially offset by higher freight costs.

Systems and Services

For the three and six months ended June 30, 2026, our gross margin increased compared to the same period in 2025, primarily due to lower Cost of net revenues from tariff refunds and operational efficiencies, partially offset by lower ASPs.

Selling, general and administrative (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Selling, general and administrative $ 462.7  $ 448.7  $ 14.0  $ 928.0  $ 896.3  $ 31.7 
% of net revenues 43.8  % 44.3  % 44.3  % 45.0  %

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.

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For the three months ended June 30, 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 maintenance costs, partially offset by lower advertising and marketing expense, and stock-based compensation.

For the six months ended June 30, 2026, selling, general and administrative expense increased compared to the same period in 2025, primarily due to higher spend on outside services, litigation, 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
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Research and development $ 102.0  $ 96.4  $ 5.6  $ 200.7  $ 193.6  $ 7.1 
% of net revenues 9.7  % 9.5  % 9.6  % 9.7  %

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 June 30, 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, outside services, and depreciation on capitalized labor costs related to internal-use software, partially offset by lower stock-based compensation.

For the six months ended June 30, 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, depreciation on capitalized labor costs related to internal-use software, and cloud tool spending, partially offset by lower stock-based compensation, and reduced outside service provider spend.

Legal settlements and contingencies (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Legal settlements and contingencies $ 38.7  $ —  $ 38.7  $ 69.3  $ 4.2  $ 65.2 
% of net revenues 3.7  % —  % 3.3  % 0.2  %

Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

For the three months ended June 30, 2026, we recorded $1.2 million and $37.5 million related to legal settlements and UK VAT contingency loss, respectively. Refer to Note 6 “ Legal Proceedings ” and Note 7 “Commitments and Contingencies ” of the Notes to Condensed Consolidated Financial Statements for more information.

For the six months ended June 30, 2026, we recorded $31.8 million and $37.5 million related to legal settlements and UK VAT contingency loss, respectively. Refer to Note 6 “ Legal Proceedings ” and Note 7 “Commitments and Contingencies ” of the Notes to Condensed Consolidated Financial Statements for more information.

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Income from operations (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Clear Aligner
Income from operations $ 325.5  $ 267.0  $ 58.5  $ 633.3  $ 527.2  $ 106.0 
Operating margin % 37.4  % 33.2  % 36.7  % 32.9  %
Systems and Services
Income from operations $ 77.7  $ 85.7  $ (8.1) $ 143.7  $ 144.2  $ (0.5)
Operating margin % 41.9  % 41.3  % 38.9  % 37.0  %
Total income from operations 1
$ 154.0  $ 163.0  $ (9.0) $ 296.0  $ 294.1  $ 1.8 
Operating margin % 14.6  % 16.1  % 14.1  % 14.8  %

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 June 30, 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.

For the six months ended June 30, 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 equipment.

Systems and Services

For the three months ended June 30, 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 advertising and marketing costs.

For the six months ended June 30, 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, advertising and outside services partially offset by an increase in credit card transaction fees and equipment.

Interest income (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Interest income $ 4.6  $ 2.9  $ 1.8  $ 8.5  $ 8.2  $ 0.4 
% of net revenues 0.4  % 0.3  % 0.4  % 0.4  %

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 and six months ended June 30, 2026, interest income increased compared to the same period in 2025, primarily due to interest earned on cash and cash equivalent balances.

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Other income (expense), net (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Other income (expense), net $ (10.0) $ 7.6  $ (17.6) $ (6.9) $ 11.7  $ (18.6)
% of net revenues (0.9) % 0.8  % (0.3) % 0.6  %

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 June 30, 2026, other income (expense), net decreased compared to the same period in 2025, primarily due to an unfavorable impact from foreign exchange rates.

For the six months ended June 30, 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.

Provision for income taxes (in millions):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 Change 2026 2025 Change
Provision for income taxes $ 40.4  $ 48.9  $ (8.5) $ 76.5  $ 96.1  $ (19.6)
Effective tax rates 27.2  % 28.2  % 25.7  % 30.6  %

Changes and percentages are based on actual values. Certain tables may not sum or recalculate due to rounding.

Our effective tax rate differed from the U.S. statutory federal income tax rate of 21% for the three and six months period ended June 30, 2026 and 2025, primarily due to the recognition of additional tax expense resulting from U.S. taxes on foreign earnings, state income taxes, and non-deductible 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 June 30, 2026 compared to the same period in 2025 is primarily attributable to the change in our jurisdictional mix of income.

The decrease in our effective tax rate for the six months ended June 30, 2026 compared to the same period in 2025 is primarily attributable to the change in our jurisdictional mix of income, a decrease in the state income taxes and higher tax deduction from stock-based compensation.

Liquidity and Capital Resources

Liquidity and Trends

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents of $1,103 million and $1,095 million, respectively, of which approximately $861 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 June 30, 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 six months ended June 30, 2026 as compared to the year ended December 31, 2025.

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• There have been no material changes to our future operating lease payments, including leases that have not yet commenced, during the six months ended June 30, 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 $98 million during the first half of 2026, leaving $733 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 Programs” of the Notes to Condensed Consolidated Financial Statements for details on our stock repurchase programs.

• As of June 30, 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.

Sources and Uses of Cash

The following table summarizes our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (in thousands):

Six Months Ended
June 30,
2026 2025
Net cash provided by (used in):

Operating activities $ 343,799  $ 181,326 
Investing activities (213,738) (56,768)
Financing activities (115,575) (303,055)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
(6,689) 35,876 
Net increase (decrease) in cash, cash equivalents and restricted cash $ 7,797  $ (142,621)

During the quarter ended June 30, 2026, we announced plans to construct a new manufacturing facility in Hyderabad, India, expected to commence operations in 2027. The project represents a multi‑year investment of approximately $200 million, including both capital expenditures and operating costs. We do not currently expect this investment to have a material impact on our short-term liquidity position.

Operating Activities

For the six months ended June 30, 2026, cash flows from operations of $344 million resulted primarily from our net income of approximately $221 million as well as the following:

Significant adjustments to reconcile net income to net cash provided by operating activities

• Deferred taxes of $31 million related to a decrease in our long term deferred tax position;
• Depreciation and amortization of $97 million related to our investments in property, plant and equipment and intangible assets;
• Stock-based compensation of $86 million related to equity awards granted to employees and directors;
• Non-cash operating lease costs of $21 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 $7 million related to our investment in Heartland; and
• Other non-cash operating activities of $11 million primarily related to an increase in our bad debt allowance.

Significant changes in working capital

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• Net outflow of $72 million in accounts receivable due to timing of collections;
• Net outflow of $26 million in prepaid expenses and other assets primarily due to the renewal of enterprise technology service agreements;
• Net inflow of $61 million in accrued and other long-term liabilities; and
• Net outflow of $64 million in deferred revenue.

Investing Activities

Net cash used in investing activities was $214 million for the six months ended June 30, 2026, primarily driven by $66 million of purchases of property, plant and equipment, a $100 million additional investment in Heartland, $70 million for our investment in convertible notes, and $19 million related to an immaterial acquisition, offset by $42 million of proceeds from the sale of property, plant and equipment.

Financing Activities

Net cash used in financing activities was $116 million for the six months ended June 30, 2026, primarily driven by outflows of $98 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.

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 results 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.

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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 June 30, 2026, we are not exposed to interest rate risk on our unsecured revolving line of credit because we had no outstanding borrowings. An immediate 10% change in interest rates would not have a material adverse impact on our future operating results and cash flows. As of June 30, 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, Canadian Dollar, Polish Zloty and Israeli Shekel, 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 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

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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 $327.8 million at June 30, 2026 and $216.2 million at December 31, 2025. The increase was primarily driven by an additional investment in Heartland and a carrying value adjustment resulting from observable transactions for identical or similar investments of this issuer.

Additionally, we may hold investments in privately held companies in which we exercise significant influence. Such investments are generally accounted for as equity method investments, although we may elect the fair value option when appropriate. As of June 30, 2026, we did not hold any material investments accounted for under this model.

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 June 30, 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 June 30, 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.

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, elevated gasoline and other energy costs, general economic weakness, actual or potential slowdowns or

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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. 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 completed its 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. No actions with respect to the investigation have been announced to date, and the timing, scope and outcome of any resulting trade measures remain uncertain.

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 tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful. Following that decision, the United States imposed a temporary import surcharge on most imports under Section 122 of the Trade Act of 1974, effective February 24, 2026, which was subsequently held unlawful by the U.S. Court of International Trade in a decision that is currently stayed pending appeal, and which expired in accordance with its terms on July 24, 2026. Immediately following the expiration of the Section 122 surcharges, on July 24, 2026, the Office of the United States Trade Representative imposed additional duties under Section 301 of the Trade Act of 1974 on imports from the top 60 U.S. trade partners. Unlike the Section 122 surcharge, the Section 301 duties are not subject to a statutory rate cap or a fixed expiration date and may remain in effect indefinitely. The scope, rates, extent and duration of

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tariffs under these or other authorities, the outcome of pending litigation challenging them, 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 ongoing military conflicts in the Middle East, including the hostilities involving Israel, Iran, and the United States that began or escalated in 2025 and 2026, which have resulted in instability in the region and disrupted global oil and gas shipments, with cascading effects on energy prices and global economic conditions, including consumer discretionary spending. 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 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 and related services. 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

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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 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;

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• 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.

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

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• 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.