0001097149false12/3100010971492026-02-242026-02-24
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): February 24, 2026
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 85281
(Address of principal executive offices) (Zip Code)
(408) 470-1000
(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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 24, 2026, the Board of Directors (the “Board”) of Align Technology, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
The Amended and Restated Bylaws provide that the Board shall call a special meeting of stockholders if properly requested by one or more stockholders who have continuously held at least 25% of the Company’s outstanding common stock for at least one year prior to the date the request is mailed, and have complied with certain informational, timing, and other requirements set forth in the Amended and Restated Bylaws. Additional amendments were made to make clarifying or conforming language changes, in addition to technical or ministerial changes.
The foregoing summary is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
3.1 | Amended and Restated Bylaws of Align Technology, Inc. |
| 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/ Julie Coletti |
| | Julie Coletti Executive Vice President, Chief Legal and Regulatory Officer |
Date: February 26, 2026
