Align Technology (NASDAQ: ALGN) sets 25% threshold for stockholder special meetings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Align Technology, Inc. updated its corporate bylaws after board approval on February 24, 2026. The amended and restated bylaws now require the board to call a special stockholder meeting if one or more stockholders properly request it and have continuously held at least 25% of the company’s outstanding common stock for at least one year before mailing the request.

The bylaws also add informational, timing, and other procedural requirements for such requests, and include additional clarifying, conforming, technical, and ministerial changes. The full amended bylaws are attached as an exhibit.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/26/2026 - 04:06 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Align Technology (ALGN) make in this 8-K?

Align Technology amended and restated its bylaws to add a stockholder special meeting right. The board must call a special meeting if properly requested by qualifying holders meeting ownership and timing conditions, as detailed in the amended bylaws attached as an exhibit.

What is the ownership threshold for calling a special meeting at Align Technology (ALGN)?

Stockholders must collectively hold at least 25% of Align Technology’s outstanding common stock. They must have held this stake continuously for at least one year before mailing a special meeting request and also comply with specified informational and timing requirements.

How long must Align Technology (ALGN) stockholders hold shares to request a special meeting?

Stockholders must have continuously held their qualifying stake for at least one year before mailing the meeting request. This holding-period condition applies in addition to the 25% ownership threshold and other informational, timing, and procedural requirements in the amended bylaws.

Did Align Technology (ALGN) change anything else in its bylaws besides special meeting rights?

Yes. Along with introducing the special meeting provisions, Align Technology made additional clarifying, conforming, technical, and ministerial changes. These updates are contained in the amended and restated bylaws, which are filed as an exhibit to the current report.

Where can investors see the full amended bylaws of Align Technology (ALGN)?

The complete amended and restated bylaws are filed as Exhibit 3.1. Investors can review this exhibit to see the detailed special meeting procedures, ownership requirements, and other language changes approved by the board on February 24, 2026.

Filing Exhibits & Attachments

4 documents