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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

Align Technology, Inc.

ALGNNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01 Entry into a Material Definitive Agreement. On November 5, 2026, Align Technology, Inc., a Delaware corporation (the “Company”), entered into an accelerated share repurchase agreement (the “ASR Contract”) with Goldman Sachs & Co.…

Filed Nov 6, 2026Accepted Nov 5, 2026, 9:13 PM ESTCIK 1097149Accession 0001097149-26-000085
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Company context

Current securities

Recent company filings

  1. SCHEDULE 13G/A - filed by FMR LLC regarding ALIGN TECHNOLOGY INCNov 5, 2026
  2. 10-Q filingNov 4, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureOct 28, 2026
  4. Results of Operations and Financial ConditionOct 28, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 31, 2026

Registered securities in this filing

ALIGN TECHNOLOGY, INC. · 8-K · Filed 2026-11-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, $0.0001 par value

Symbol
ALGN
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000109714926000085 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On November 5, 2026, Align Technology, Inc., a Delaware corporation (the “Company”), entered into an accelerated share repurchase agreement (the “ASR Contract”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) to repurchase $270 million of the Company’s common stock authorized under the Company’s $1.0 billion stock repurchase program approved by the Company’s Board of Directors in April 2025 (the “Stock Repurchase Program”). The April 2025 program has $600 million remaining available for repurchase as of November 5, 2026. Under the ASR Contract, the Company will make a $270 million prepayment to Goldman Sachs and will receive an initial delivery of approximately 1.44 million shares of common stock. The exact number of shares the Company expects to repurchase under the ASR Contract will be based generally upon the average daily volume-weighted average price of the Company’s common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Contract. At settlement, under certain circumstances, Goldman Sachs may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of common stock or to make a cash payment to Goldman Sachs. Final settlement of the transactions under the ASR Contract is expected to occur no later than approximately December 29, 2026. The terms of the accelerated share repurchases under the ASR Contract are subject to adjustment if the Company enters into or announces certain types of transactions or takes certain corporate actions. The ASR Contract contains the principal terms and provisions governing the accelerated share repurchases, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Goldman Sachs is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company, on the one hand, and Goldman Sachs, on the other hand, to one another. The Company intends to issue a press release announcing its entry into the ASR Contract on November 6, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated herein by reference.

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