Align Technology Inc 8-K, filed Nov 6, 2026
Align Technology Inc (ALGN)
8-K
2026-11-06
For: 2026-11-05
View Original
Added on
November 06, 2026
About this 8-K
Align Technology Inc filed this 8-K on November 6, 2026, reporting on events of November 5, 2026.
Align Technology, Inc. entered a $270 million accelerated share repurchase agreement with Goldman Sachs & Co. LLC under its $1.0 billion program, with initial delivery of approximately 1.44 million shares and settlement expected no later than approximately December 29, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 5, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(602 ) 742-2000
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||||||
| (NASDAQ Global Market) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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 2.03. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALIGN TECHNOLOGY, INC. | ||||||||
| By: | /s/ John Morici | |||||||
| John Morici Chief Financial Officer and Executive Vice President, Global Finance | ||||||||
Date: November 6, 2026
Exhibit 99.1
Align Technology | Zeno Group | ||||
Madelyn Valente | Sarah Karlson | ||||
(909) 833-5839 | (828) 551-4201 | ||||
mvalente@aligntech.com | sarah.karlson@zenogroup.com | ||||
ALIGN TECHNOLOGY ANNOUNCES $270 MILLION ACCELERATED STOCK REPURCHASE AGREEMENT
TEMPE, Ariz., November 6, 2026 -- Align Technology, Inc. (“Align”) (Nasdaq: ALGN), a leading global medical device company that designs, manufactures, and sells the Invisalign® System of clear aligners, iTero™ intraoral scanners, and exocad™ CAD/CAM software for digital orthodontics and restorative dentistry, today announced that it has entered into a new accelerated stock repurchase agreement (“ASR”) with Goldman Sachs & Co. LLC (“Goldman Sachs”), to repurchase $270 million of Align’s common stock under Align’s $1.0 billion stock repurchase program that was approved by Align’s Board of Directors in April 2025.
“This $270 million accelerated stock repurchase fulfills the share repurchase commitment we announced in July and is expected to bring our total 2026 share repurchases to approximately $500 million,” said John Morici, Align CFO and executive vice president, global finance. “This transaction reflects the confidence of our Board and management in Align’s long-term value. Our strong balance sheet and consistent cash generation profile provide us with the flexibility to return capital to stockholders while continuing to invest in the growth, innovation and productivity initiatives that support our long-term strategy.”
Under the terms of the ASR, Align will make a prepayment of $270 million to Goldman Sachs. The final number of shares to be repurchased will be based generally on the volume-weighted average price of Align common stock during the term of the ASR, less an agreed upon discount. The ASR transaction is expected to be completed on or about by December 29, 2026, although completion may occur earlier in certain circumstances. The ASR will be funded with Align’s cash on hand.
Following the $270 million ASR, Align expects approximately $330 million to remain available for future repurchases under the $1.0 billion stock repurchase program. As of September 30, 2026, Align had approximately $1.145 billion in cash and cash equivalents.
About Align Technology, Inc.
Align Technology designs and manufactures the Invisalign® System, the most advanced clear aligner system in the world, iTero™ intraoral scanners and services, and exocad™ CAD/CAM software. These technology building blocks enable enhanced digital orthodontic and restorative workflows to improve patient outcomes and practice efficiencies for approximately 307 thousand doctor customers and are key to accessing Align’s 600 million consumer market opportunity worldwide. Over the past 29 years, Align has helped doctors treat approximately 24.2 million patients with the Invisalign System and is driving the evolution in digital dentistry through the Align™ Digital Platform, our integrated suite of unique, proprietary technologies and services delivered as a seamless, end-to-end solution for patients and consumers, orthodontists and GP dentists, and lab/partners. Visit www.aligntech.com for more information.
For additional information about the Invisalign System or to find an Invisalign doctor in your area, please visit www.invisalign.com. For additional information about the iTero digital scanning system, please visit www.itero.com. For additional information about exocad dental CAD/CAM offerings and a list of exocad reseller partners, please visit www.exocad.com.
Invisalign, iTero, exocad, Align, Align Digital Platform and iTero Lumina are trademarks of Align Technology, Inc.
Forward-Looking Statements
This news release contains forward-looking statements including statements regarding Align’s expectations regarding the amount of its share repurchases during 2026, the expected completion date of the ASR transaction, the number of shares of common stock that will be repurchased under the ASR, Align's expectation that it will finance the ASR transaction with cash on hand, Align’s capital allocation priorities, ability to generate cash and strength of Align’s balance sheet, and ability to return capital to stockholders while continuing to invest in its business, and its expectations regarding long-term growth
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and performance, as well as other statements regarding the ASR. Forward-looking statements contained in this news release relating to expectations about future events or results are based upon information available to Align as of the date hereof. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. As a result, actual results may differ materially and adversely from those expressed in any forward-looking statement.
The foregoing and other risks are detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission ("SEC") on February 27, 2026, and our latest Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, which was filed with the SEC on November 4, 2026. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
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