Item 1.01 Entry into a Material Definitive Agreement

On February 3, 2023, Align Technology, Inc., a Delaware corporation (the "Company") entered into an accelerated share repurchase agreement (the "ASR Contract") with Citibank, N.A. ("Citi") to repurchase $250 million of Align's common stock authorized under the Company's $1.0 billion stock repurchase program announced on May 13, 2021. Under the ASR Contract, Align will make an initial payment of $250 million to Citi and will receive an initial delivery of approximately 580 thousand shares of common stock. The exact number of shares the Company expects to repurchase under the ASR Contract will be based generally upon the average daily volume-weighted average price of the Company's common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Contract. At settlement, under certain circumstances, Citi may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of common stock or to make a cash payment to Citi. Final settlement of the transactions under the ASR Contract is expected to occur no later than approximately April 26, 2023. The terms of the accelerated share repurchases under the ASR Contract are subject to adjustment if the Company enters into or announces certain types of transactions or to take certain corporate actions.

The ASR Contract contains the principal terms and provisions governing the accelerated share repurchases, including, but not limited to, the mechanism used to determine the number of shares that will be delivered, the required timing of delivery of the shares, the circumstances under which Citi is permitted to make adjustments to valuation and calculation periods and various acknowledgments, representations and warranties made by the Company, on the one hand, and Citi, on the other hand, to one another.

Pursuant to the ASR Contract, Citi will use commercially reasonable efforts to effect a portion of its hedging purchases through one or more designated brokers, including CastleOak Securities LP, Drexel Hamilton, LLC, and Siebert Williams Shank & Co., LLC.

Align intends to issue a press release announcing Align's entry into the ASR Contract on February 6, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The information set forth in Item 1.01 above is incorporated herein by reference.

Additionally, Align announced that Joe Hogan, president and CEO, and John Morici, CFO, executive vice president, global finance, intend to personally purchase $1.0 million and $0.2 million of Align's common stock, respectively.

A copy of the press release announcing the foregoing information is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.                 Description
  99.1                        Press Release of Align Technology, Inc. announcing its $2    5    0
                            million Accelerated Stock Repurchase Program
104                         Cover Page Interactive Data File (embedded within the Inline XBRL
                            document)

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