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Stockholders' Equity
9 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
As of September 30, 2024, the Align Technology, Inc. 2005 Incentive Plan, as amended, has a total reserve of 32,168,895 shares, of which 3,398,202 shares are available for issuance.

Summary of Stock-Based Compensation Expense

The stock-based compensation related to our stock-based awards and employee stock purchase plan for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands):
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2024202320242023
Cost of net revenues$3,070 $1,974 $7,716 $5,682 
Selling, general and administrative34,937 29,739 97,705 87,432 
Research and development11,032 7,889 29,434 22,083 
Total stock-based compensation$49,039 $39,602 $134,855 $115,197 

Restricted Stock Units (“RSUs”)

The fair value of RSUs is based on our closing stock price on the date of grant. RSUs granted generally vest over a period of four years. A summary for the nine months ended September 30, 2024 is as follows:
Number of Shares
Underlying RSUs
(in thousands)
Weighted Average Grant Date Fair ValueWeighted Average Remaining
Contractual Term (in years)
Aggregate
Intrinsic Value
(in thousands)
Unvested as of December 31, 2023
736 $367.63 
Granted
638 309.22 
Vested and released(254)370.69 
Forfeited(56)345.74 
Unvested as of September 30, 2024
1,064 $333.03 1.6$270,565 

As of September 30, 2024, we expect to recognize $254.4 million of total unamortized compensation costs, net of estimated forfeitures, related to RSUs over a weighted average period of 2.7 years.

Market-Performance Based Restricted Stock Units (“MSUs”)

We grant MSUs to members of senior management. Each MSU represents the right to one share of our common stock. The actual number of MSUs which will be eligible to vest will be based on the performance of Align’s stock price relative to the performance of a stock market index over the vesting period. MSUs vest over a period of three years and the maximum number of shares eligible to vest in the future is 250% of the MSUs initially granted.
The following table summarizes the MSU performance activity for the nine months ended September 30, 2024: 
Number of Shares
Underlying MSUs
(in thousands)
Weighted Average Grant Date Fair Value
Weighted Average
Remaining
Contractual Term (in years)
Aggregate
Intrinsic Value
(in thousands)
Unvested as of December 31, 2023
158 $811.06 
Granted83 617.79 
Vested and released 1
(32)1,102.09 
Forfeited(5)1,102.09 
Unvested as of September 30, 2024
204 $679.52 1.6$51,876 
1    Includes MSUs vested during the period below 100% of the original grant as actual shares released is based on Aligns stock performance relative to a market index over the vesting period.

As of September 30, 2024, we expect to recognize $67.2 million of total unamortized compensation costs, net of estimated forfeitures, related to MSUs over a weighted average period of 1.6 years.

Restricted Stock Units with Performance Conditions (“PSUs”)
Our PSUs typically include a service and performance condition. We recognize share-based compensation expense for PSUs if it is probable that the performance condition will be achieved.

The following table summarizes the PSU performance activity for the nine months ended September 30, 2024:

Number of Shares
Underlying PSUs
(in thousands)
Weighted Average Grant Date Fair Value
Weighted Average
Remaining
Contractual Term (in years)
Aggregate
Intrinsic Value
(in thousands)
Unvested as of December 31, 2023
$$201.63 
Granted206.36 
Vested and released — — 
Forfeited— — 
Unvested as of September 30, 2024
$11 $204.33 1.4$2,805 

As of September 30, 2024, we expect to recognize $1.2 million of total unamortized compensation costs, net of estimated forfeitures, related to PSUs over a weighted average period of 1.4 years.

Employee Stock Purchase Plan

As of September 30, 2024, we have 1,875,920 shares available for future issuance under the Align Technology, Inc. 2010 Employee Stock Purchase Plan (as amended and restated, the “2010 Purchase Plan”).

The fair value of the option component of the 2010 Purchase Plan shares was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:
 Nine Months Ended
September 30,
 20242023
Expected term (in years)1.31.2
Expected volatility49.2 %56.2 %
Risk-free interest rate4.6 %4.9 %
Expected dividends— — 
Weighted average fair value at grant date$94.70 $133.53 

As of September 30, 2024, we expect to recognize $17.1 million of total unamortized compensation costs related to future employee stock purchases over a weighted average period of 0.9 years.