[8-K] Align Technology Inc Reports Material Event

Rhea-AI Filing Summary

GS Finance Corp. is offering $1.08 million of Autocallable Contingent Coupon Equity-Linked Notes due 2028, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are tied to the performance of Palantir Technologies Inc. (PLTR) Class A common shares and form part of Goldman’s Series F medium-term note program.

Key commercial terms

• Face amount: $1,000 per note (aggregate $1.08 million)
• Issue price: 100% (trade date 30-Jun-2025; settlement 03-Jul-2025)
• Quarterly contingent coupon: $69.625 (6.9625% per quarter, up to 27.85% p.a.) payable only if PLTR closes at or above 60% of the initial price ($136.32) on the relevant observation date.
• Automatic call: If PLTR closes at or above the initial price on any quarterly call observation date from Sep-2025 to Mar-2028, the notes are redeemed at par plus the due coupon.
• Downside protection: 40% buffer. If the final price on 30-Jun-2028 is ≥60% of the initial price, holders receive par plus any final coupon. If below 60%, repayment equals par plus (index return × par), exposing investors to full downside beyond the buffer.
• Estimated value at pricing: ~$970 per $1,000, reflecting structuring fees and dealer margin; underwriting discount 2%.
• Secondary market: GS & Co. may, but is not obliged to, make a market; bid/ask reflects estimated value plus declining premium (initially $25).
• Credit: senior unsecured obligation of GS Finance Corp. with unconditional guarantee from The Goldman Sachs Group, Inc.; not FDIC insured.

Risk highlights

• Investors may receive no coupons if PLTR trades below the 60% trigger on observation dates.
• If PLTR falls >40% at maturity and the note hasn’t been called, principal loss is one-for-one with the stock’s decline.
• Limited upside: maximum redemption is par plus due coupon; investors do not participate in stock gains above par.
• Market value likely to be below issue price; liquidity limited; pricing sensitive to GS credit spreads, PLTR volatility and interest rates.
• Product complexity, dilution events, market disruption adjustments and discretionary determinations by GS & Co. add additional risks.

The prospectus supplement also details anti-dilution adjustments, default provisions, tax characterization (income-bearing prepaid derivative contract) and extensive hypothetical scenarios illustrating coupon and principal outcomes.

Positive

• High contingent coupon of 6.9625% quarterly (up to 27.85% p.a.) when PLTR stays above the 60% trigger.
• 40% downside buffer protects principal unless PLTR falls more than 40% at maturity.
• Automatic call feature can return capital early at par plus coupon if PLTR performs well.
• Full and unconditional guarantee from The Goldman Sachs Group, Inc., enhancing credit quality relative to standalone issuer risk.

Negative

• Principal at risk: investors face one-for-one loss below the 60% barrier and could lose entire investment.
• Coupons are not fixed; no payments are made if PLTR closes below the 60% trigger on observation dates.
• Limited upside: maximum return is par plus accrued coupon—no participation in stock appreciation.
• Estimated value ($970) below issue price highlights embedded fees and potential mark-to-market discount.
• Liquidity constraints: notes are unlisted; any secondary trading depends on GS & Co.’s discretion and includes bid/ask spreads.
• Concentration risk in a single, historically volatile equity (Palantir) increases probability of barrier breach.

Insights

Structured Products Analyst

TL;DR High coupon contingent on PLTR staying above 60% strike; 40% buffer but full downside beyond; limited size, neutral to GS.

Assessment: The note delivers an attractive headline yield (27.85% p.a.) relative to current rates, supported by a 40% protection barrier and automatic call feature that can shorten duration. However, coupons are non-guaranteed, and price depreciation beyond the barrier leads to potentially steep capital loss. Estimated value at issuance (97% of par) and a 2% underwriting spread illustrate embedded costs. Because face value is only $1.08 million, the transaction is immaterial to Goldman’s balance sheet and earnings; impact rests solely with investors deciding on risk-reward trade-off. Overall risk/return profile is typical of structured yield products: suitable only for investors comfortable with equity downside and GS credit exposure.

Portfolio Manager – Multi-Asset Income

TL;DR Product offers eye-catching coupons but asymmetric pay-off, no upside participation and limited liquidity.

The note’s 40% buffer appears generous, yet historical volatility of PLTR—an early-stage tech name—makes a sub-60% scenario plausible. Because coupons stop when PLTR trades below the trigger, carry can disappear exactly when capital is at risk, eroding income strategy stability. Automatic call risk complicates portfolio planning; early redemption forces reinvestment at potentially lower yields. Secondary market liquidity is dealer-driven and tied to GS pricing models, so exit costs could be significant. For income mandates, simpler high-yield or dividend equities might provide more transparent risk premia. Hence, despite the guarantee by Goldman, risk-adjusted appeal is modest.

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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): July 2, 2025

ALIGN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-32259

94-3267295

(State or other jurisdiction of incorporation)

(Commission File Number)

(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:

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 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

The Board of Directors (the “Board”) of Align Technology, Inc. (the “Company”) appointed Britt Vitalone, 56, to the Board, effective July 2, 2025. In connection with this appointment, the Board increased the size of the Board from ten to eleven directors. The Company expects Mr. Vitalone to stand for election at the next annual meeting of stockholders, which is expected to be held in May 2026. The Board also appointed Mr. Vitalone to serve on the Audit Committee, effective July 2, 2025.

Mr. Vitalone will participate in the compensation program for non-employee directors as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2025, except that the annual retainer and equity grant will be prorated to reflect service from the date of appointment until the Company’s annual meeting of stockholders in 2026.

Mr. Vitalone has also entered into a director indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and which is incorporated by reference herein.

There is no arrangement or understanding between Mr. Vitalone and any other person pursuant to which he was selected as a director. Mr. Vitalone has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Mr. Vitalone’s appointment to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press Release of Align Technology, Inc. Announcing Britt Vitalone Joins Align Board of Directors
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.

						ALIGN TECHNOLOGY, INC.
			By:			/s/ John Morici
						John Morici Chief Financial Officer and Executive Vice President, Global Finance

Date: July 2, 2025

FAQ

What is the coupon rate on the GS Contingent Coupon Notes linked to PLTR?

When payable, each note pays $69.625 per $1,000 face amount, equal to 6.9625% quarterly (up to 27.85% per annum).

Under what condition will the Goldman notes be automatically called?

The notes are redeemed at par plus coupon if, on any quarterly call observation date from Sep-2025 to Mar-2028, PLTR closes at or above the initial price of $136.32.

How much downside protection do investors have at maturity?

A 40% buffer: if PLTR’s final price is ≥60% of the initial price, investors receive par; below that, repayment decreases one-for-one with the stock’s decline.

What is the estimated value of the notes at pricing compared with the issue price?

Goldman estimates the value at approximately $970 per $1,000, reflecting fees and dealer margin, versus the 100% issue price.

Are the notes principal-protected or FDIC insured?

No. The notes are senior unsecured obligations of GS Finance Corp., guaranteed by The Goldman Sachs Group, Inc., and are not FDIC insured.

Can I sell the notes before maturity?

Possibly, but no exchange listing exists. Liquidity depends on GS & Co.’s market-making and may involve significant bid/ask spreads.