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ALIGN TECHNOLOGY INC

For the period ended Dec 31, 2025. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 7, 2026

ALGN$166.00+4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý

Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

Align Technology, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ý No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS
LETTER TO OUR STOCKHOLDERSiv
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERSviii
PROXY STATEMENT SUMMARY1
Voting Roadmap2
Our Business3
2025 Performance Highlights3
Governance Highlights6
Director Highlights7
Fiscal Year 2025 Executive Compensation Highlights8
CORPORATE GOVERNANCE9
Strong Corporate Governance Policies and Practices10
Key Policies11
Board Structure and Independence12
Role of Our Board12
Board Risk Oversight12
Risk Oversight Program13
Committee Responsibilities and Oversight14
Annual Committee and Board Evaluations19
Board Meetings19
Stockholder Communications with our Board19
STOCKHOLDER ENGAGEMENT20
Stockholder Outreach and Engagement21
Meaningful Compensation and Governance Changes Reflects Stockholder Feedback22
CORPORATE ACCOUNTABILITY23
Accountability and Governance25
Sustainability26
Employees28
Community30
DIRECTORS33
Board Composition and Refreshment35
Director Nominees38
DIRECTOR COMPENSATION48
Cash Compensation49
Equity Compensation49
Total Compensation50
EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS51
Named Executive Officers52
Executive Summary53
Our Executive Compensation Program55
Principle Elements of Executive Compensation58
How We Implement and Manage Our Executive Compensation Program65
Severance and Change of Control Arrangements70
2025 Stockholder Say-on-Pay Vote Results71
Compensation and Human Capital Committee Report71
COMPENSATION TABLES73
Summary Compensation Table for Fiscal Year 202574
Grants of Plan-Based Awards for Fiscal Year 202576
Outstanding Equity Awards at Fiscal 2025 Year End79
Option Exercises and Stock Vested During Fiscal Year 202581
Potential Payments Upon Termination or Change of Control82
CEO Pay Ratio88
Pay Versus Performance89

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AUDIT COMMITTEE95
Our Auditor96
Report of the Audit Committee97
SECURITY OWNERSHIP AND RELATED PARTY TRANSACTIONS99
Security Ownership of Certain Beneficial Owners and Management100
Certain Relationships and Related Party Transactions101
PROPOSALS103
Proposal 1: Election of Directors104
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers106
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm107
Proposal 4: Ratification of Special Meeting Provision in our Bylaws108
GENERAL INFORMATION110
VIRTUAL ANNUAL MEETING INFORMATION111
VOTING INFORMATION113
ADDITIONAL INFORMATION118
OTHER MATTERS120
Appendix A (Special Meeting Provision)121

Cautionary Note Regarding Forward-Looking Statements

In addition to historical information, this proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, among other things regarding, our ability to transform the way doctors deliver and patients experience digital orthodontics and restorative dentistry, expand the adoption of clear aligners and create lasting value for all stakeholders; our strategies and financial performance; our development of new and existing products and technologies; our momentum, profitability, and ability to accelerate long-term growth; the ability of DSOs to leverage standardized digital workflows, patient financing, and consumer marketing to drive adoption and utilization at scale; the long-term growth potential of the teens and growing kids category; our portfolio strategy, including Invisalign Doctor Subscription Plans, flexible treatment configurations, and Vivera retainers, and its ability to expand access to care, maintain healthy margins, and drive growth; the continued evolution of the Align Digital Platform and our software and treatment-planning technology as competitive advantages; broader industry shifts toward prevention, early intervention, and digitally enabled workflows and the anticipated benefits thereof; the expected benefits of direct printing technology, including design flexibility, sustainability, and improvements to our long-term cost structure, and the anticipated timing of initial limited market releases; our technology leadership, global scale, clinical data assets, and doctor-centered model and the anticipated benefits thereof; and other statements that are not historical fact. These statements may contain words such as “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “may,” “opportunity,” “plan,” “project,” “should,” “strategy,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions.

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in particular, the risks discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 27, 2026. We undertake no obligation to revise or update these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise expressly stated or context requires otherwise, information in this proxy statement is as of April 7, 2026.

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