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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): May 6, 2025
ALIGN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-32259 |
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94-3267295 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS 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)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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(NASDAQ Global Select 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 7.01 Regulation FD Disclosure.
Stock Repurchase Program
Align Technology, Inc. (the “Company”) announced that its Board of Directors has authorized a new stock repurchase program. Under the new program, the Company may purchase up to $1.0 billion of its common stock over the next three years. The full text of the press release announcing the foregoing information is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Financial Model and Reiteration of 2025 Prior Guidance
As part of its Investor Day on Tuesday, May 6, 2025 (“Investor Day”), beginning at 10:00 a.m. Eastern Time, the Company will reiterate its prior guidance and will be providing the following financial model:
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2025 Guidance |
2026 - 2028 |
2029+ |
Clear Aligner Volume Y/Y% |
Up MSD(1) |
5% - 15% |
> 15% |
| Revenue Y/Y% |
3.5% - 5.5% |
5% - 15% |
> 15% |
GAAP Gross Margin% |
N/A |
70.5% - 72.5% |
> 72.5% |
Non-GAAP Gross Margin%(2) |
N/A |
71% - 73% |
> 73% |
GAAP Operating Margin% |
~17.0% |
17.5% - 19.5% |
> 19.5% |
Non-GAAP Operating Margin%(2) |
~ 22.5% |
23% - 25% |
> 25% |
Free Cash Flow%(3) |
N/A |
18% - 23% |
20% - 25% |
(1) MSD = Mid Single Digits
(2) For more information on these non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, please see the tables captioned “Unaudited GAAP to Non-GAAP Reconciliation” in Exhibit 99.2 furnished hereto.
(3) Free Cash Flow is defined as cash flow from operations less purchase of property, plant and equipment and is a non-GAAP measure.
Please refer to the full text of the presentations for Investor Day that will be webcast live via the Investor Relations section of the Company’s website and the full text of the presentations that will be posted on the Company’s website after the conclusion of Investor Day.
This Current Report on Form 8-K, including the guidance in the table above, contains forward-looking statements. For a discussion of factors that might cause such forward-looking statements to differ materially and adversely from those expressed herein, please refer to the full text of the presentations for Investor Day.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
Description |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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ALIGN TECHNOLOGY, INC. |
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By: |
/s/ John Morici |
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John Morici
Chief Financial Officer and Executive Vice President, Global Finance |
Date: May 6, 2025
EX-99.1
2
algn_sharerepurchaseprogra.htm
EX-99.1
Document
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| Align Technology |
Zeno Group |
| Madelyn Valente |
Sarah Karlson |
| (909) 833-5839 |
(828) 551-4201 |
| mvalente@aligntech.com |
sarah.karlson@zenogroup.com |
ALIGN TECHNOLOGY ANNOUNCES NEW $1 BILLION STOCK REPURCHASE PROGRAM
TEMPE, Ariz., New York City, May 6, 2025 -- 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 its Board of Directors has authorized a new stock repurchase program. Under the new program, Align may purchase up to $1.0 billion of its common stock over the next three years. The company’s prior $1 billion authorization approved in January 2023 was completed on May 1, 2025 (with settlement on May 2, 2025).
“We are pleased to announce that our Board of Directors has authorized a new $1 billion stock repurchase program to succeed the former $1 billion program. This new $1 billion program reflects the strength of our balance sheet and cash flow generation, as well as management’s and our Board's continued confidence in our ability to capitalize on large market opportunities in our target markets and trajectory for growth,” said John Morici, Align CFO and executive vice president, global finance. "Returning capital to our shareholders through stock repurchase programs while simultaneously investing in our strategic growth drivers, is consistent with our capital allocation strategy and commitment to increasing shareholder value."
As of March 31, 2025, Align had approximately 73.1 million shares outstanding and $873.0 million 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 over 281.4 thousand doctor customers and are key to accessing Align’s 600 million consumer market opportunity worldwide. Over the past 28 years, Align has helped doctors treat over 20.1 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 our confidence in our products and ability to capitalize on market opportunities, that the repurchases will provide value to our shareholders, as well as other statements regarding the stock repurchases program along with our confidence in our business model. 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 ("SEC"), including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025. Align undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
EX-99.2
3
exhibit992-reconciliationo.htm
EX-99.2
Document
About Non-GAAP Gross Margin and Non-GAAP Operating Margin
As part of our Investor Day on Tuesday, May 6, 2025 we provided a financial model that included our outlook for non-GAAP gross margin and non-GAAP operating margin. These non-GAAP financial measures exclude the effects of stock-based compensation and the amortization of intangibles related to certain acquisitions that are included in the most directly comparable GAAP financial measure as these items may not be indicative of our fundamental operating performance.
ALIGN TECHNOLOGY, INC.
UNAUDITED GAAP TO NON-GAAP RECONCILIATION
GROSS MARGIN OUTLOOK
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2026 - 2028 |
2029+ |
GAAP gross margin |
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70.5-72.5% |
>72.5% |
Stock-based compensation |
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~0.2% |
~0.2% |
Amortization of intangibles (1) |
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~0.3% |
~0.3% |
Non-GAAP gross margin |
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71.0-73.0% |
>73% |
OPERATING MARGIN OUTLOOK
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2025 |
2026 - 2028 |
2029+ |
GAAP operating margin |
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17.0% |
17.5-19.5% |
>19.5% |
Stock-based compensation |
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~5.0% |
~5.0% |
~5.0% |
Amortization of intangibles (1) |
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~0.5% |
~0.5% |
~0.5% |
Non-GAAP operating margin |
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~22.5% |
23.0-25.0% |
>25.0% |
(1) Amortization of intangible assets related to certain acquisitions.
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