UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~April 274, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			For the transition period from to

Commission File Number: 000-19406

Zebra Technologies Corporation

(Exact name of registrant as specified in its charter)


Delaware			36-2675536
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3 Overlook Point, Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 634-6700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Class A Common Stock, par value $.01 per share

ZBRA

The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October~~May 215, ~~2025~~2026, there were 5047,~~660~~633,~~242~~392 shares of Class A Common Stock, $.01 par value, outstanding.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED ~~SEPTEMBER~~APRIL 274, ~~2025~~2026

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION		3
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets as of September 27, 2025 (unaudited) and December 31, 2024	3
	Consolidated Balance Sheets as of April 4, 2026 (unaudited) and December 31, 2025	3
	Consolidated Statements of Operations (unaudited) for the three and nine months ended September 27, 2025 and September 28, 2024	4
	Consolidated Statements of Operations (unaudited) for the three months ended April 4, 2026 and March 29, 2025	4
	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 27, 2025 and September 28, 2024	5
	Consolidated Statements of Comprehensive Income (unaudited) for the three months ended April 4, 2026 and March 29, 2025	5
	Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended September 27, 2025 and September 28, 2024	6
	Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended April 4, 2026 and March 29, 2025	6
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 27, 2025 and September 28, 2024	8
	Consolidated Statements of Cash Flows (unaudited) for the three months ended April 4, 2026 and March 29, 2025	7
	Notes to Consolidated Financial Statements (unaudited)	87
	Note 1: Description of Business and Basis of Presentation	98
	Note 2: Significant Accounting Policies	98
	Note 3: Revenues	109
	Note 4: Inventories	1110
	Note 5: Business Acquisitions	1110
	Note 6: Investments	1110
	Note 7: Fair Value Measurements	11
	Note 7: Exit and Restructuring Activities	10
	Note 8: Derivative Instruments	13
	Note 8: Fair Value Measurements	11
	Note 9: Long-Term Debt	15
	Note 9: Derivative Instruments	13
	Note 10: Leases	16
	Note 10: Long-Term Debt	14
	Note 11: Accrued Liabilities, Commitments and Contingencies	17
	Note 11: Leases	16
	Note 12: Income Taxes	17
	Note 12: Accrued Liabilities, Commitments and Contingencies	16
	Note 13: Earnings Per Share	18
	Note 13: Share-Based Compensation	17
	Note 14: Accumulated Other Comprehensive (Loss) Income	18
	Note 14: Income Taxes	18
	Note 15: Accounts Receivable Factoring	19
	Note 15: Earnings Per Share	19
	Note 16: Segment Information & Geographic Data	19
	Note 16: Accumulated Other Comprehensive (Loss) Income	19
	Note 17: Subsequent Events	21
	Note 17: Accounts Receivable Factoring	20
	Note 18: Segment Information & Geographic Data	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Overview	21
	Results of Operations	2223
	Results of Operations by Segment	25
	Liquidity and Capital Resources	27
	Significant Customers	29
	Safe Harbor	28
	Safe Harbor	30
	New Accounting Pronouncements	28
	New Accounting Pronouncements	30
	Non-GAAP Measures	29
	Non-GAAP Measures	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	29
Item 4.	Controls and Procedures	31
PART II - OTHER INFORMATION		31
PART II - OTHER INFORMATION		33
Item 1.	Legal Proceedings	31
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	31
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5.	Other Information	31
Item 5.	Other Information	34
Item 6.	Exhibits	32
Item 6.	Exhibits	35
Signatures		33
Signatures		36

Table of Contents

PART I - FINANCIAL INFORMATION


Item 1.			Consolidated Financial Statements

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	September 27,2025		December 31,2024
	April 4,2026		December 31,2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	~~1,053~~114	$	~~901~~125
Accounts receivable, net of allowances for doubtful accounts of $1 each as of September 27, 2025 and December 31, 2024	655		692
Accounts receivable, net of allowances for doubtful accounts of $1 million each as of April 4, 2026 and December 31, 2025	733		801
Inventories, net	~~663~~692		~~693~~729
Income tax receivable	~~106~~30		2031
Prepaid expenses and other current assets	99126		~~134~~110
Total Current assets	21,~~576~~695		21,~~440~~796
Property, plant and equipment, net	~~327~~350		~~305~~353
Right-of-use lease assets	~~165~~170		~~167~~166
Goodwill	34,~~931~~709		34,~~891~~727
Other intangibles, net	~~376~~765		~~422~~809
Deferred income taxes	~~475~~410		~~512~~414
Other long-term assets	~~217~~233		~~231~~237
Total Assets	$	8,~~067~~332	$	78,~~968~~502
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	66264	$	79141
Accounts payable	~~533~~581		~~633~~695
Accrued liabilities	~~497~~459		~~503~~558
Deferred revenue	~~456~~434		~~453~~446
Income taxes payable	5125		3612
Total Current liabilities	1,~~603~~763		1,~~704~~852
Long-term debt	2,~~107~~387		2,~~092~~361
Long-term lease liabilities	~~151~~158		~~155~~157
Deferred income taxes	6532		5732
Long-term deferred revenue	~~318~~398		~~304~~396
Other long-term liabilities	76124		70116
Total Liabilities	4,~~320~~862		4,~~382~~914
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued	—		—
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares	1		1
Additional paid-in capital	~~781~~866		~~669~~814
Treasury stock at cost, 21,414,382 and 20,645,798 shares as of September 27, 2025 and December 31, 2024, respectively	(2,181)		(1,900)
Treasury stock at cost, 23,768,847 and 22,558,911 shares as of April 4, 2026 and December 31, 2025, respectively	(2,787)		(2,488)
Retained earnings	5,~~209~~414		45,~~860~~279
Accumulated other comprehensive loss	(6324)		(4418)
Total Stockholders’ Equity	3,~~747~~470		3,~~586~~588
Total Liabilities and Stockholders’ Equity	$	8,~~067~~332	$	78,~~968~~502

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share data)

(Unaudited)

Three Months Ended

~~Nine Months Ended~~

September 27,2025

September 28,2024

September 27,2025

September 28,2024

April 4,2026

March 29,2025

Net sales:

Tangible products

1,~~081~~231

1,~~019~~062

~~3,198~~

~~2,931~~

Services and software

~~239~~264

~~236~~246

~~723~~

~~716~~

Total Net sales

1,~~320~~495

1,~~255~~308

~~3,921~~

~~3,647~~

Cost of sales:

Tangible products

~~557~~623

~~526~~542

~~1,652~~

~~1,539~~

Services and software

~~129~~130

~~116~~121

~~374~~

~~343~~

Total Cost of sales

~~686~~753

~~642~~663

~~2,026~~

~~1,882~~

Gross profit

~~634~~742

~~613~~645

~~1,895~~

~~1,765~~

Operating expenses:

Selling and marketing

~~159~~189

~~151~~161

~~478~~

~~449~~

Research and development

~~146~~165

~~141~~151

~~441~~

~~425~~

General and administrative

~~111~~127

96111

~~324~~

~~274~~

Amortization of intangible assets

2537

2924

Acquisition and integration costs

101

Exit and restructuring costs

—8

4—

—

Total Operating expenses

~~451~~527

~~422~~450

~~1,334~~

~~1,248~~

Operating income

~~183~~215

~~191~~195

~~561~~

~~517~~

Other income (loss), net:

Other (loss) income, net:

Foreign exchange gain (loss)

(9)

(15)

(6)

Foreign exchange loss

—

(5)

Interest expense, net

(2337)

(3123)

~~(71)~~

Other expense, net

(211)

(2)

~~(13)~~

Total Other expense, net

(2448)

(4230)

~~(99)~~

~~(90)~~

Income before income tax

~~159~~167

~~149~~165

~~462~~

~~427~~

Income tax expense

5832

1229

~~113~~

Net income

~~101~~135

~~137~~136

~~349~~

~~365~~

Basic earnings per share

12.9874

2.6564

~~6.83~~

~~7.09~~

Diluted earnings per share

12.9772

2.6462

~~6.78~~

~~7.04~~

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months Ended

~~Nine Months Ended~~

September 27,2025

September 28,2024

September 27,2025

September 28,2024

April 4,2026

March 29,2025

Net income

~~101~~135

~~137~~136

~~349~~

~~365~~

Other comprehensive income, net of tax:

Changes in unrealized gains (losses) on sales hedging

1813

(1628)

~~(43)~~

~~(6)~~

Foreign currency translation adjustment

(319)

Comprehensive income

~~116~~129

~~130~~115

~~330~~

~~360~~

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except share data)

(Unaudited)

	Class A Common Stock Shares	Class A Common Stock Value		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at December 31, 2024	51,506,059	$	1	$	669	$	(1,900)	$	4,860	$	(44)	$	3,586
Balance at December 31, 2025	49,592,946	$	1	$	814	$	(2,488)	$	5,279	$	(18)	$	3,588
Net share issuances and tax withholding payments related to share-based compensation plans	684,~~550~~092	—		(16)		—1		—		—		(15)
Share-based compensation	—	—		5158		—		—		—		5158
Repurchase of common stock	(~~374~~1,~~358~~294,028)	—		—		(~~125~~300)		—		—		(~~125~~300)
Net income	—	—		—		—		~~136~~135		—		~~136~~135
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		~~(28)~~13		~~(28)~~13
Foreign currency translation adjustment	—	—		—		—		—		7(19)		7(19)
Balance at March 29, 2025	51,138,251	$	1	$	719	$	(2,025)	$	4,996	$	(65)	$	3,626
Balance at April 4, 2026	48,383,010	$	1	$	866	$	(2,787)	$	5,414	$	(24)	$	3,470
Net share issuances and tax withholding payments related to share-based compensation plans	172,677	—		(18)		3		—		—		(15)
Share-based compensation	—	—		32		—		—		—		32
Repurchase of common stock	(474,667)	—		—		(125)		—		—		(125)
Net income	—	—		—		—		112		—		112
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		(33)		(33)
Foreign currency translation adjustment	—	—		—		—		—		20		20
Balance at June 28, 2025	50,836,261	$	1	$	733	$	(2,147)	$	5,108	$	(78)	$	3,617
Net share issuances and tax withholding payments related to share-based compensation plans	13,078	—		1		—		—		—		1
Share-based compensation	—	—		47		—		—		—		47
Repurchase of common stock	(111,864)	—		—		(34)		—		—		(34)
Net income	—	—		—		—		101		—		101
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		18		18
Foreign currency translation adjustment	—	—		—		—		—		(3)		(3)
Balance at September 27, 2025	50,737,475	$	1	$	781	$	(2,181)	$	5,209	$	(63)	$	3,747


	Class A Common Stock Shares	Class A Common Stock Value		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at December 31, 2024	51,506,059	$	1	$	669	$	(1,900)	$	4,860	$	(44)	$	3,586

Net share issuances and tax withholding payments related to share-based compensation plans	6,550	—		(1)		—		—		—		(1)

Share-based compensation	—	—		51		—		—		—		51
Repurchase of common stock	(374,358)	—		—		(125)		—		—		(125)
Net income	—	—		—		—		136		—		136
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		(28)		(28)

Foreign currency translation adjustment	—	—		—		—		—		7		7
Balance at March 29, 2025	51,138,251	$	1	$	719	$	(2,025)	$	4,996	$	(65)	$	3,626

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

	Class A Common Stock Shares	Class A Common Stock Value		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance at December 31, 2023	51,378,862	$	1	$	615	$	(1,858)	$	4,332	$	(54)	$	3,036
Net share issuances and tax withholding payments related to share-based compensation plans	21,106	—		(3)		—		—		—		(3)
Share-based compensation	—	—		17		—		—		—		17
Net income	—	—		—		—		115		—		115
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		9		9
Foreign currency translation adjustment	—	—		—		—		—		(5)		(5)
Balance at March 30, 2024	51,399,968	$	1	$	629	$	(1,858)	$	4,447	$	(50)	$	3,169
Net share issuances and tax withholding payments related to share-based compensation plans	170,023	—		(27)		3		—		—		(24)
Share-based compensation	—	—		31		—		—		—		31
Net income	—	—		—		—		113		—		113
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		1		1
Foreign currency translation adjustment	—	—		—		—		—		(3)		(3)
Balance at June 29, 2024	51,569,991	$	1	$	633	$	(1,855)	$	4,560	$	(52)	$	3,287
Net share issuances and tax withholding payments related to share-based compensation plans	22,369	—		—		—		—		—		—
Share-based compensation	—	—		20		—		—		—		20
Repurchase of common stock	(50,304)	—		—		(16)		—		—		(16)
Net loss	—	—		—		—		137		—		137
Changes in unrealized gains and losses on sales hedging (net of income taxes)	—	—		—		—		—		(16)		(16)
Foreign currency translation adjustment	—	—		—		—		—		9		9
Balance at September 28, 2024	51,542,056	$	1	$	653	$	(1,871)	$	4,697	$	(59)	$	3,421

Certain prior period amounts have been reclassified to conform with the current period presentation.

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 27,2025		September 28,2024
	April 4,2026		March 29,2025
Cash flows from operating activities:
Net income	$	~~349~~135	$	~~365~~136
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~126~~56		~~130~~41
Share-based compensation	130		68
Loss on sale of investments	15		—
Deferred income taxes	61		(62)
Share-based compensation	58		51
Unrealized gain on forward interest rate swaps	—		(31)
Deferred income taxes	—		(23)
Other, net	13		12
Gain on sale of business	(5)		—
Other, net	1		1
Changes in operating assets and liabilities:
Accounts receivable, net	5767		~~(120)~~84
Inventories, net	3034		~~161~~15
Other assets	16(12)		53
Accounts payable	(~~115~~119)		79(76)
Accrued liabilities	(4967)		68(110)
Deferred revenue	16(11)		~~(34)~~16
Income taxes	~~(71)~~24		2542
Settlement liability	—		(45)
Other operating activities	—		(2)
Cash receipts on forward interest rate swaps	—		86
Net cash provided by operating activities	176		178
Other operating activities	(3)		—
Net cash provided by operating activities	560		707
Cash flows from investing activities:
Acquisition of businesses	(62)		—
Acquisition of business	—		(62)
Purchases of property, plant and equipment	(56)		(41)
Proceeds from the sale of business	9		—
Proceeds from sale of short-term investments	—		2
Purchases of property, plant and equipment	(13)		(20)
Proceeds from sale of long-term investments	1		—
Purchases of long-term investments	(4)		(3)
Other investing activities	1		—
Net cash used in investing activities	(~~121~~2)		(4282)
Cash flows from financing activities:
Payment of debt issuance costs, extinguishment costs and discounts	—		(9)
Payments of debt	(37)		—
Payments of debt	—		(694)
Proceeds from issuance of debt	186		—
Proceeds from issuance of debt	—		651
Payments for repurchases of common stock	(300)		(125)
Payments for repurchases of common stock	(284)		(16)
Net payments related to share-based compensation plans	(5)		(1)
Net payments related to share-based compensation plans	(15)		(27)
Change in unremitted cash collections from servicing factored receivables	(29)		2
Change in unremitted cash collections from servicing factored receivables	9		(35)
Other financing activities	—		5
Other financing activities	4		3
Net cash used in financing activities	(185)		(119)
Net cash used in financing activities	(286)		(127)
Effect of exchange rate changes on cash and cash equivalents	—		1
Effect of exchange rate changes on cash and cash equivalents	(1)		—
Net decrease in cash and cash equivalents	(11)		(22)
Net increase in cash and cash equivalents	152		538
Cash and cash equivalents at beginning of period	125		901
Cash and cash equivalents at beginning of period	901		138
Cash and cash equivalents at end of period	$	114	$	879
Cash and cash equivalents at end of period	$	1,053	$	676
Supplemental disclosures of cash flow information:
Income taxes paid	$	~~124~~15	$	909
Interest paid, net of forward interest rate swaps	$	79	$	3
Interest paid	$	26	$	16

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 Description of Business and Basis of Presentation

Zebra Technologies Corporation and its subsidiaries (“Zebra” or the “Company”) is a global leader ~~providing~~focused ~~innovative~~on ~~Enterprise~~digitizing ~~Asset~~and ~~Intelligence~~automating ~~(“EAI”)~~operations ~~products,~~and ~~services,~~improving ~~and~~enterprise ~~software~~workflows ~~solutions~~on ~~(“offerings”)~~the frontline in the automatic identification and data capture offerings industry. We design, manufacture, and sell a broad range of offerings, including cloud-based software subscriptions, that capture and move data. We also provide a full range of services, including maintenance, technical support, repair, managed and professional services. End-users of our offerings include those in retail and e-commerce, manufacturing, transportation and logistics, healthcare, hospitality, public sector, and other industries. We provide our offerings globally through a direct sales force and an extensive network of channel partners.

~~Management~~In ~~prepared~~the ~~these~~fourth ~~unaudited~~quarter ~~interim~~of ~~consolidated~~2025, ~~financial~~the ~~statements~~Company’s ~~according~~reportable tosegments ~~the~~changed ~~rules~~to ~~and~~Connected ~~regulations~~Frontline of(“CF”) ~~the~~and ~~Securities~~Asset ~~and~~Visibility ~~Exchange~~& ~~Commission~~Automation ~~for~~(“AVA”). ~~interim~~This ~~financial~~change ~~information~~aligns ~~and~~with ~~notes.~~how Aswe ~~permitted~~are ~~under~~operating ~~Article~~our 10business ofto ~~Regulation~~advance ~~S-X~~our strategy and the ~~instructions~~level of ~~Form~~detailed ~~10-Q, these consolidated~~ financial ~~statements do not include all the~~ information ~~and~~reviewed ~~notes required~~ by ~~United~~our ~~States~~chief ~~Generally~~operating ~~Accepted~~decision-maker ~~Accounting~~going ~~Principles~~forward. ~~(“GAAP”)~~Historical ~~for~~segment ~~complete~~results ~~financial~~have ~~statements,~~been ~~although~~recast ~~management~~to ~~believes~~conform ~~that~~with the ~~disclosures~~current ~~made~~period ~~are adequate to make the information not misleading~~presentation. These ~~interim~~changes ~~financial~~did ~~statements~~not ~~should~~have bean ~~read~~impact ~~in conjunction with the audited consolidated financial statements and notes included in the Annual Report~~ on ~~Form~~our ~~10-K~~results ~~for~~of ~~the~~operations, ~~fiscal~~cash ~~year~~flows, ~~ended~~or ~~December 31,~~financial ~~2024~~condition.

InManagement ~~the~~prepared ~~opinion of the Company,~~ these unaudited interim consolidated financial statements ~~include~~according ~~all~~to ~~adjustments~~the (rules and regulations of athe ~~normal,~~Securities ~~recurring~~and ~~nature)~~Exchange ~~necessary~~Commission tofor ~~fairly~~interim ~~present~~financial ~~its~~information ~~Consolidated~~and ~~Balance~~notes. ~~Sheet~~As aspermitted under Article 10 of ~~September 27,~~Regulation ~~2025,~~S-X and the ~~Consolidated~~instructions ~~Statements~~ of ~~Operations~~Form 10-Q, ~~Comprehensive~~these ~~Income~~consolidated ~~and~~financial ~~Stockholders’~~statements ~~Equity~~do ~~for~~not include all the ~~three~~information and ~~nine~~notes ~~months~~required ~~ended~~by ~~September 27,~~United ~~2025~~States ~~and~~Generally ~~September 28,~~Accepted ~~2024,~~Accounting ~~and~~Principles ~~the~~(“GAAP”) ~~Consolidated~~for ~~Statements~~complete offinancial ~~Cash~~statements, ~~Flows~~although ~~for~~management believes that the ~~nine~~disclosures ~~months~~made ~~ended~~are ~~September 27,~~adequate ~~2025~~to ~~and~~make ~~September 28,~~the ~~2024~~information not misleading. These ~~results,~~interim ~~however,~~financial ~~are~~statements ~~not~~should ~~necessarily~~be ~~indicative~~read ofin conjunction with the ~~results~~audited ~~expected~~consolidated ~~for~~financial statements and notes included in the ~~full~~Annual Report on Form 10-K for the fiscal year ~~ending~~ended December 31, 2025.

In the opinion of the Company, these interim financial statements include all adjustments (of a normal, recurring nature) necessary to fairly present its Consolidated Balance Sheet as of April 4, 2026 and the Consolidated Statements of Operations, Comprehensive Income, Stockholders’ Equity, and Cash Flows for the three months ended April 4, 2026 and March 29, 2025. These results, however, are not necessarily indicative of the results expected for the full fiscal year ending December 31, 2026.

Note 2 Significant Accounting Policies

For a discussion of our significant accounting policies, see Note 2, Significant Accounting Policies within Part II, Item 8 “Financial Statements and Supplementary Data” in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. ~~There~~Other than our adoption of Accounting Standards Update (“ASU”) No. 2025-05, there have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

9In the current quarter, the Company adopted ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a prospective practical expedient to assume that current conditions as of the balance sheet date will remain unchanged while estimating the expected credit losses on accounts receivables and contract assets. The Company elected to apply the practical expedient beginning January 1, 2026. This ASU did not have an impact to the Company’s consolidated financial statements.

Table of Contents

Note 3 Revenues

The Company recognizes revenue to depict the transfer of goods, services, or software solutions to a customer at an amount that reflects the consideration which it expects to receive.

Revenues for tangible products are generally recognized upon shipment, whereas revenues for services are generally recognized over time by using an output or time-based method, assuming all other criteria for revenue recognition have been met. Revenues for software are recognized either upon delivery or over time using a time-based method, depending on how control is transferred to the customer. In cases where a bundle of products, services, and/or software are delivered to the customer, judgment is required to select the method of progress which best reflects the transfer of control.

Disaggregation of Revenue

The following table presents our Net sales disaggregated by product category for each of our segments (in millions):

	Three Months Ended
	September 27, 2025						September 28, 2024
	April 4, 2026						March 29, 2025
Segment	Tangible Products		Services and Software		Total		Tangible Products		Services and Software		Total
AIT	$	424	$	31	$	455	$	382	$	28	$	410
CF	$	609	$	216	$	825	$	481	$	203	$	684
EVM	657		208		865		637		208		845
AVA	622		48		670		581		43		624
Total	$	1,~~081~~231	$	~~239~~264	$	1,~~320~~495	$	1,~~019~~062	$	~~236~~246	$	1,~~255~~308
	Nine Months Ended
	September 27, 2025						September 28, 2024
Segment	Tangible Products		Services and Software		Total		Tangible Products		Services and Software		Total
AIT	$	1,244	$	91	$	1,335	$	1,115	$	84	$	1,199
EVM	1,954		632		2,586		1,816		632		2,448
Total	$	3,198	$	723	$	3,921	$	2,931	$	716	$	3,647

In addition, refer to Note 1618, Segment Information & Geographic Data for Net sales to customers by geographic region.

Performance Obligations

The Company’s remaining performance obligations relate to services and software solutions. The ~~aggregated~~aggregate transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year was $1.1615 billion and $1.1917 billion, inclusive of deferred revenue, as of ~~September~~April 274, ~~2025~~2026 and December 31, ~~2024~~2025, respectively. On average, remaining performance obligations as of ~~September~~April 274, ~~2025~~2026 and December 31, ~~2024~~2025 are expected to be recognized over a period of approximately two years.

Contract Balances

Progress on satisfying performance obligations under contracts with customers related to billed revenues is reflected on the Consolidated Balance Sheets in Accounts receivable, net. Progress on satisfying performance obligations under contracts with customers related to unbilled revenues (“contract assets”) is reflected on the Consolidated Balance Sheets as Prepaid expenses and other current assets for revenues expected to be billed within the next twelve months, and Other long-term assets for revenues expected to be billed thereafter. The total contract asset balances were $910 million and $1112 million as of ~~September~~April 274, ~~2025~~2026 and December 31, ~~2024~~2025, respectively. These contract assets result from timing differences between billing and satisfying performance obligations, inclusive of any impacts from the allocation of the transaction price among performance obligations for contracts that include multiple performance obligations. Contract assets are evaluated for impairment, and no impairment losses have been recognized during the three ~~and nine~~ months ended ~~September~~April 274, ~~2025~~2026 and ~~September~~March 2829, ~~2024~~2025, respectively.

10Deferred revenue on the Consolidated Balance Sheets consists of payments and billings in advance of our performance. The combined short-term and long-term deferred revenue balances were $832 million and $842 million as of April 4, 2026 and December 31, 2025, respectively. During the three months ended April 4, 2026, the Company recognized $154 million in revenue that was previously included in the deferred revenue balance as of December 31, 2025. During the three months ended March 29, 2025, the Company recognized $141 million in revenue that was previously included in the deferred revenue balance as of December 31, 2024.

Table of Contents

Deferred revenue on the Consolidated Balance Sheets consists of payments and billings in advance of our performance. The combined short-term and long-term deferred revenue balances were $774 million and $757 million as of September 27, 2025 and December 31, 2024, respectively. During the three and nine months ended September 27, 2025, the Company recognized $101 million and $359 million in revenue, which was previously included in the beginning balance of deferred revenue as of December 31, 2024. During the three and nine months ended September 28, 2024, the Company recognized $107 million and $374 million in revenue, which was previously included in the beginning balance of deferred revenue as of December 31, 2023.

Note 4 Inventories

The categories of Inventories, net are as follows (in millions):

	September 27,2025		December 31,2024
	April 4,2026		December 31,2025
Raw materials (1)	$	224	$	~~248~~230
Work in process	28		47
Finished goods	~~437~~460		~~441~~492
Total Inventories, net	$	~~663~~692	$	~~693~~729

(1) Raw material inventories primarily consist of product components as well as supplies used in repair operations.

Note 5 Business Acquisitions

~~Photoneo~~On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo Touch”) for $1,303 million. The Company utilized estimated fair values as of the acquisition date to allocate the purchase consideration to the identifiable assets acquired and liabilities assumed. The purchase price allocation remains preliminary as of April 4, 2026 and subject to adjustment during the measurement period, which is up to one year from the acquisition date. No measurement period adjustments were recorded during the quarter ended April 4, 2026. The primary fair value estimates still considered preliminary include intangible assets and income tax-related items.

On February 28, 2025, the Company acquired Photoneo, a leading developer and manufacturer of 3D machine vision offerings. The Company’s cash purchase consideration of $62 million was primarily allocated to technology-related intangible assets of $17 million, customer relationship assets of $6 million, and goodwill of $34 million. The technology-related intangible assets and customer relationship assets both have estimated useful lives of 7 years. The Company finalized the purchase price allocation in the third quarter with no significant measurement period adjustments recorded. The goodwill, which will be deductible for tax purposes, has been allocated to the EVM segment and principally relates to the expansion of our machine vision offerings across several industries.

Note 6 Investments

A rollforward of the Company’s long-term investments is as follows (in millions):

	Nine Months Ended
	Three Months Ended
	September 27,2025		September 28,2024
	April 4,2026		March 29,2025
Balance at the beginning of the period	$	~~110~~103	$	~~113~~110
Impairment losses	(11)		(6)
Losses on sale of long-term investments	(15)		—
Purchases of long-term investments	4		3
Long-term investment acquired in exchange for sale of business	9		—
Proceeds from sale of long-term investments	(1)		—
Balance at the end of the period	$	~~102~~96	$	110

~~The~~As ~~Company~~further ~~recognized~~described ~~impairment~~in ~~losses~~Note of7 $1Exit ~~million~~and ~~for~~Restructuring Activities, the ~~three~~Company ~~months~~acquired ~~ended~~a ~~September 27,~~long-term ~~2025~~investment ~~and~~in nothe ~~impairment~~first ~~losses~~quarter of 2026 as part of the consideration received for the ~~three~~sale ~~months~~of ~~ended~~its ~~September 28,~~robotics ~~2024~~automation business.

The carrying value of the Company’s long-term investments are included in Other long-term assets on the Consolidated Balance Sheets. Net gains and losses are included within Other expense, net on the Consolidated Statements of Operations.

Note 7 ~~Fair~~Exit ~~Value~~and ~~Measurements~~Restructuring Activities

~~Financial~~Robotics assets and liabilities are measured using inputs from three levels of the fair value hierarchy in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into the following three broad levels:automation

11On March 27, 2026, the Company completed the sale of its robotics automation business to Skild AI. A summary of the net assets sold, consideration received, and resulting net gain, are as follows (in millions):

Table of Contents


Consideration received from the sale of business:
Cash	$	9
Fair value of long-term investment	9
Fair value of indemnification escrow	2
Total consideration received from the sale of business	$	20

Net assets sold:
Allocated goodwill	$	6
Identifiable intangible assets (technology)	3
Inventories	3
Other net assets	3
Total net assets sold	$	15

Net gain on sale of business	$	5

As part of the consideration received, Zebra obtained a minority ownership stake in Skild AI. Approximately $2 million of the sale price is also held in escrow as a reserve for possible indemnity claims. The escrow funds will be released to Zebra after one year less any claims.

The net gain on sale was included within Other expense, net, on the Consolidated Statements of Operations.

2025 Productivity Plan

In the fourth quarter of 2025, the Company committed to organizational design changes intended to better meet its strategic objectives and improve cost efficiency (referred to as the “2025 Productivity Plan”), principally within the Europe, Middle East, and Africa (“EMEA”) and North America regions. One-time costs associated with the 2025 Productivity Plan, which primarily consisted of employee severance and benefits, were $8 million during the three months ended April 4, 2026. Cumulative one-time costs associated with the 2025 Productivity Plan, including those recognized in 2025, are $29 million.

The one-time costs associated with the 2025 Productivity Plan are classified within Exit and restructuring on the Consolidated Statements of Operations.

A rollforward of the liability associated with the Company’s Exit and restructuring activities is as follows (in millions):


Balance as of December 31, 2025	$	23
Exit and restructuring charges	8

Cash payments	(16)
Balance as of April 4, 2026	$	15

The Company’s outstanding payment obligations of $15 million associated with the above actions are reflected within Accrued liabilities on the Consolidated Balance Sheets.

Note 8 Fair Value Measurements

Financial assets and liabilities are measured using inputs from three levels of the fair value hierarchy in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into the following three broad levels:

•Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs (e.g. U.S. Treasuries and money market funds).

•Level 2: Observable prices that are based on inputs not quoted in active markets but corroborated by market data.

•Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Table of Contents

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs. In addition, the Company considers counterparty credit risk in the assessment of fair value.

The Company’s financial assets and liabilities carried at fair value as of ~~September~~April 274, ~~2025~~2026, are classified below (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Investments related to the deferred compensation plan	$	46	$	—	$	—	$	46
Foreign exchange contracts (1)	$	3	$	12	$	—	$	15
Total Assets at fair value	$	46	$	—	$	—	$	46
Investments related to the deferred compensation plan	47		—		—		47
Total Assets at fair value	$	50	$	12	$	—	$	62
Liabilities:
Foreign exchange contracts (1)	$	1	$	27	$	—	$	28
Liabilities related to the deferred compensation plan	$	47	$	—	$	—	$	47
Liabilities related to the deferred compensation plan	46		—		—		46
Total Liabilities at fair value	$	47	$	—	$	—	$	47
Total Liabilities at fair value	$	47	$	27	$	—	$	74

The Company’s financial assets and liabilities carried at fair value as of December 31, ~~2024~~2025, are classified below (in millions):

	Level 1		Level 2		Level 3		Total
Assets:
Foreign exchange contracts (1)	$	1	$	30	$	—	$	31
Investments related to the deferred compensation plan	$	48	$	—	$	—	$	48
Investments related to the deferred compensation plan	41		—		—		41
Total Assets at fair value	$	48	$	—	$	—	$	48
Total Assets at fair value	$	42	$	30	$	—	$	72
Liabilities:
Liabilities:
Foreign exchange contracts (1)	$	2	$	5	$	—	$	7
Liabilities related to the deferred compensation plan	$48	41	$—	—	$—	—	$48	41
Total Liabilities at fair value	$	4150	$	—5	$	—	$	4155

(1)The fair value of the foreign exchange contracts is calculated as follows:

•Fair value of forward contracts associated with forecasted sales hedges is calculated using the period-end exchange rate adjusted for current forward points (Level 2).

•Fair value of hedges against net assets denominated in foreign currencies is calculated at the period-end exchange rate adjusted for current forward points ~~unless~~(Level 2). Except, if the hedge has matured but not yet settled atas of period- end, ~~(Level~~then ~~2). If this is~~ the ~~case, the~~ fair value is calculated at the ~~rate~~amount at which the hedge is being settled (Level 1).

Table of Contents

Note 89 Derivative Instruments

In the normal course of business, the Company is exposed to global market risks, including the effects of changes in foreign currency exchange rates and interest rates. The Company commonly uses derivative instruments to manage its exposure to such risks and may elect to designate certain derivatives as hedging instruments under ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. The Company does not hold or issue derivatives for trading or speculative purposes.

In accordance with ASC 815, the Company recognizes derivative instruments as either assets or liabilities on the Consolidated Balance Sheets and measures them at fair value. The following table presents the fair value of its derivative instruments (in millions):

	Asset (Liability)
		Fair Values as of
	Balance Sheets Classification	~~September~~April 274,~~2025~~2026		December 31,~~2024~~2025
Derivative instruments designated as hedges:
Foreign exchange contracts	Prepaid expenses and other current assets	$	—12	$	30—
Foreign exchange contracts	Accrued liabilities	~~(27)~~—		—(5)
Total derivative instruments designated as hedges		$	~~(27)~~12	$	30(5)
Derivative instruments not designated as hedges:
Foreign exchange contracts	Prepaid expenses and other current assets	$	—3	$	1—
Foreign exchange contracts	Accrued liabilities	~~(1)~~—		—(2)
Total derivative instruments not designated as hedges		$	~~(1)~~3	$	1(2)
Total net derivative (liability) asset		$	(28)	$	31
Total net derivative asset (liability)		$	15	$	(7)

The following table presents the net (losses) gains from changes in fair values of derivatives that are not designated as hedges (in millions):

	(Losses) Gains Recognized in Income
		Three Months Ended				Nine Months Ended
	Statements of Operations Classification	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Derivative instruments not designated as hedges:
Foreign exchange contracts	Foreign exchange gain (loss)	$	(1)	$	(7)	$	(24)	$	(5)
Forward interest rate swaps	Interest expense, net	—		—		—		31
Total net (loss) gain recognized in income		$	(1)	$	(7)	$	(24)	$	26

Activities related to derivative instruments are reflected within Net cash provided by operating activities on the Consolidated Statements of Cash Flows.

Interest Rate Risk Management

The Company is exposed to market risk associated with interest rate payments on its borrowings under a term loan (“Term Loan A”), Revolving Credit Facility, and Receivables Financing Facilities, which bear interest at variable rates plus applicable margins. The Company manages its exposure to changes in interest rates by issuing both fixed and variable rate borrowings as well as periodically utilizing interest rate swaps to economically hedge interest rate exposure based on current and projected market conditions. The Company had no active interest rate swap agreements during the ~~nine~~three months ended ~~September~~April 274, 2026 or the year ended December 31, 2025.

Foreign Currency Exchange Risk Management

The Company conducts business on a multinational basis in a variety of foreign currencies. Exposure to market risk for changes in foreign currency exchange rates arises primarily from Euro-denominated external revenues, cross-border financing activities between subsidiaries, and foreign currency denominated monetary assets and liabilities. The Company manages its objective of preserving the economic value of non-functional currency denominated cash flows by initially hedging transaction exposures with natural offsets and, once these opportunities have been exhausted, through foreign exchange forward and option contracts, as deemed appropriate.

The Company manages the exchange rate risk of anticipated Euro-denominated sales using forward contracts, which typically mature within twelve months of execution. The Company designates these derivative contracts as cash flow hedges. Unrealized gains and losses on these contracts are deferred in Accumulated other comprehensive income (loss) (“AOCI”) on the Consolidated Balance Sheets until the contract is settled and the hedged sale is realized. The realized gain or loss is then recorded as an adjustment to Net sales on the Consolidated Statements of Operations. Realized amounts reclassified to Net sales were $7 million of losses and $9 million of gains for the three months ended April 4, 2026 and March 29, 2025, respectively. As of April 4, 2026 and December 31, 2025, the notional amounts of the Company’s foreign exchange cash flow hedges were

Table of Contents

€621 million and €582 million, respectively. The Company has reviewed its cash flow hedges for effectiveness and determined that they are highly effective.

The Company uses forward contracts, which are not designated as hedging instruments, to manage its exposures related to net assets denominated in foreign currencies. These forward contracts typically mature within one month after execution. Monetary gains and losses on these forward contracts are recorded in income and are generally offset by the transaction gains and losses related to their net asset positions. Net amounts recognized within Foreign exchange loss were $1 million of gains and $8 million of losses for the three months ended April 4, 2026 and March 29, 2025, respectively. The notional values and the net fair values of these outstanding contracts were as follows (in millions):


	April 4, 2026		December 31, 2025
Notional balance of outstanding contracts:
British Pound/U.S. Dollar	£	5	£	14
Euro/U.S. Dollar	€	111	€	92


Euro/Czech Koruna	€	12	€	13



Japanese Yen/U.S. Dollar	¥	510	¥	395
Singapore Dollar/U.S. Dollar	S$	16	S$	16
Mexican Peso/U.S. Dollar	Mex$	245	Mex$	250


Polish Zloty/U.S. Dollar	zł	20	zł	71
Net fair value of assets (liabilities) of outstanding contracts	$	3	$	(2)

Credit and Market Risk Management

Financial instruments, including derivatives, expose the Company to counterparty credit risk of nonperformance and to market risk related to currency exchange rate and interest rate fluctuations. The Company manages its exposure to counterparty credit risk by establishing minimum credit standards, diversifying its counterparties, and monitoring its concentrations of credit. The Company’s counterparties are commercial banks with expertise in derivative financial instruments. The Company evaluates the impact of market risk on the fair value and cash flows of its derivative and other financial instruments by considering reasonably possible changes in interest rates and currency exchange rates. The Company continually monitors the creditworthiness of the customers to which it grants credit terms in the normal course of business. The terms and conditions of the Company’s credit policies are designed to mitigate concentrations of credit risk.

The Company’s master netting and other similar arrangements with the respective counterparties allow for net settlement under certain conditions, which are designed to reduce credit risk by permitting net settlement with the same counterparty. We present the assets and liabilities of our derivative financial instruments, for which we have net settlement agreements in place, on a net basis on the Consolidated Balance Sheets. If the derivative financial instruments had been presented gross on the Consolidated Balance Sheets, the asset and liability positions would not have been significantly different as of ~~September~~April 274, ~~2025~~2026 or December 31, ~~2024~~2025.

~~Foreign~~Note ~~Currency~~10 ~~Exchange~~Long-Term ~~Risk~~Debt ~~Management~~

The ~~Company~~following ~~conducts~~table ~~business~~shows on a multinational basis in a variety of foreign currencies. Exposure to market risk for changes in foreign currency exchange rates arises primarily from Euro-denominated external revenues, cross-border financing activities between subsidiaries, and foreign currency denominated monetary assets and liabilities. The Company manages its objective of preserving the ~~economic~~carrying value of ~~non-functional~~the ~~currency~~Company’s ~~denominated~~debt ~~cash~~(in ~~flows by initially hedging transaction exposures with natural offsets and, once these opportunities have been exhausted, through foreign exchange forward and option contracts, as deemed appropriate.~~millions):

The Company manages the exchange rate risk of anticipated Euro-denominated sales using forward contracts, which typically mature within twelve months of execution. The Company designates these derivative contracts as cash flow hedges. Unrealized gains and losses on these contracts are deferred in Accumulated other comprehensive income (loss) (“AOCI”) on the Consolidated Balance Sheets until the contract is settled and the hedged sale is realized. The realized gain or loss is then recorded as an adjustment to Net sales on the Consolidated Statements of Operations. Realized amounts reclassified to Net sales were $20 million and $2 million of losses for the three months ended September 27, 2025 and September 28, 2024, respectively. Realized amounts reclassified to Net sales were $24 million of losses and $4 million of gains for the nine months ended September 27, 2025 and September 28, 2024, respectively. As of September 27, 2025 and December 31, 2024, the notional amounts of the Company’s foreign exchange cash flow hedges were €591 million and €592 million, respectively. The Company has reviewed its cash flow hedges for effectiveness and determined that they are highly effective.


	April 4, 2026		December 31, 2025
Term Loan A	$	1,553	$	1,575
Senior Notes	500		500
Revolving Credit Facility	430		275
Receivables Financing Facility	177		161

Total debt	$	2,660	$	2,511
Less: Debt issuance costs	(7)		(8)
Less: Unamortized discounts	(2)		(2)
Less: Current portion of debt	(264)		(141)
Total long-term debt	$	2,387	$	2,361

The Company uses forward contracts, which are not designated as hedging instruments, to manage its exposures related to net assets denominated in foreign currencies. These forward contracts typically mature within one month after execution. Monetary gains and losses on these forward contracts are recorded in income and are generally offset by the transaction gains and losses related to their net asset positions. The notional values and the net fair values of these outstanding contracts were as follows (in millions):

	September 27,2025		December 31,2024
Notional balance of outstanding contracts:
British Pound/U.S. Dollar	£	3	£	5
Euro/U.S. Dollar	€	85	€	146
Euro/Czech Koruna	€	13	€	16
Japanese Yen/U.S. Dollar	¥	439	¥	360
Singapore Dollar/U.S. Dollar	S$	11	S$	23
Mexican Peso/U.S. Dollar	Mex$	254	Mex$	142
Polish Zloty/U.S. Dollar	zł	55	zł	53
Net fair value of (liabilities) assets of outstanding contracts	$	(1)	$	1

Table of Contents

~~Note~~As 9of ~~Long-Term~~April 4, ~~Debt~~2026, the future maturities of debt are as follows (in millions):

The following table shows the carrying value of the Company’s debt (in millions):



2026 (9 months remaining)	$	156
2027	2,004
2028	—
2029	—
2030	—
Thereafter	500
Total future maturities of debt	$	2,660

	September 27,2025		December 31,2024
Term Loan A	$	1,575	$	1,575
Senior Notes	500		500
Receivables Financing Facility	108		108
Total debt	$	2,183	$	2,183
Less: Debt issuance costs	(8)		(9)
Less: Unamortized discounts	(2)		(3)
Less: Current portion of debt	(66)		(79)
Total long-term debt	$	2,107	$	2,092

All borrowings as of April 4, 2026 were denominated in U.S. Dollars.

AsThe estimated fair value of ~~September~~the Company’s debt approximated $2.7 billion and $2.5 billion as of April 274, 2026 and December 31, 2025, respectively. These fair value amounts, developed based on inputs classified as Level 2 within the ~~future~~fair ~~maturities~~value hierarchy, represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and do not represent the settlement value of these liabilities to the Company. The fair value of debt ~~are~~will ascontinue ~~follows~~to (vary each period based on a number of factors, including fluctuations in ~~millions):~~market interest rates as well as changes to the Company’s credit ratings.

2025 (3 months remaining)	$	—
2026	88
2027	1,595
2028	—
2029	—
Thereafter	500
Total future maturities of debt	$	2,183

All borrowings as of September 27, 2025 were denominated in U.S. Dollars.

The estimated fair value of the Company’s debt approximated $2.2 billion as of both September 27, 2025 and December 31, 2024. These fair value amounts, developed based on inputs classified as Level 2 within the fair value hierarchy, represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and do not represent the settlement value of these liabilities to the Company. The fair value of debt will continue to vary each period based on a number of factors, including fluctuations in market interest rates as well as changes to the Company’s credit ratings.

Term Loan A

The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in the ~~first~~second quarter of 2026 and the majority due upon maturity on May 25, 2027. The Company has made and may make prepayments in whole or in part, without premium or penalty, and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. As of ~~September~~April 274, ~~2025~~2026, the Term Loan A interest rate was 5.4202%. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Senior Notes

InThe ~~the second quarter of 2024, the~~ Company’s ~~completed a private offering of $500 million~~ senior unsecured notes (the “Senior Notes”) ~~with~~have a 6.5% fixed interest rate. The Senior Notes mature on June 1, 2032, and interest is payable semi-annually in arrears in June and December of each year. The Company has the option to or could be required to prepay certain outstanding amounts in the event of certain circumstances or transactions.

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of Zebra’s existing and future subsidiaries. The Senior Notes contain covenants that, among other things, limit the ability of Zebra to: (i) grant or incur liens; (ii) have its subsidiaries guarantee debt without becoming guarantors; and (iii) merge or consolidate with another company or sell all or substantially all of its assets.

Revolving Credit Facility

The Company has a Revolving Credit Facility that is available for working capital and other general business purposes, including letters of credit. As of ~~September~~April 274, ~~2025~~2026, the Company had letters of credit totaling $10 million, which reduced remaining funds available for borrowings under the Revolving Credit Facility ~~from $1,500 million~~ to $1,~~490~~060 million. As of ~~September~~April 274, ~~2025 and December 31~~2026, ~~2024,~~the ~~there~~Revolving ~~were~~Credit noFacility ~~borrowings~~had ~~under~~an ~~the~~average ~~Revolving~~interest ~~Credit~~rate ~~Facility~~of 5.01%. ~~Upon~~Interest ~~borrowing, interest~~ payments are made monthly and are subject to variable rates plus an applicable margin. The Revolving Credit Facility matures on May 25, 2027.

Table of Contents

Receivables Financing Facility

AsThe ~~of September 27, 2025, the~~ Company has a Receivables Financing Facility with a borrowing limit of up to $180 million. As collateral, the Company pledges perfected first-priority security interests in its U.S. domestically originated accounts receivable. The Company has accounted for transactions under this facility as secured borrowings. The receivables financing facility matures on March 19, 2027.

As of ~~September~~April 274, ~~2025~~2026, the Company’s Consolidated Balance Sheets included $~~715~~657 million of gross receivables that were pledged under the facility. ~~As of September 27, 2025, $108 million had been borrowed and was classified as non-current.~~ Borrowings under the facility bear interest at a variable rate plus an applicable margin. As of ~~September~~April 274, ~~2025~~2026, the facility had an average interest rate of 54.2171%. Interest is paid monthly on these borrowings.

The Company’s borrowings described above include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels.

As of ~~September~~April 274, ~~2025~~2026, the Company was in compliance with all debt covenants.

~~Note 10 Leases~~ 15

During the nine months ended September 27, 2025, the Company recorded $20 million of right-of-use (“ROU”) assets obtained in exchange for lease obligations primarily related to extensions of existing leases and the commencement of new warehouse and office facility leases.

Future minimum lease payments under non-cancellable leases as of September 27, 2025 were as follows (in millions):

2025 (3 months remaining)	$	12
2026	46
2027	38
2028	35
2029	29
Thereafter	66
Total future minimum lease payments	$	226
Less: Interest	(39)
Present value of lease liabilities	$	187
Reported as of September 27, 2025:
Current portion of lease liabilities	$	36
Long-term lease liabilities	151
Present value of lease liabilities	$	187

The current portion of lease liabilities is included within Accrued liabilities on the Consolidated Balance Sheets.

Table of Contents

Note 11 ~~Accrued~~Leases ~~Liabilities, Commitments and Contingencies~~

During the three months ended April 4, 2026, the Company recorded $14 million of right-of-use (“ROU”) assets obtained in exchange for lease obligations primarily related to extensions of existing leases.

Future minimum lease payments under non-cancellable leases as of April 4, 2026 were as follows (in millions):


2026 (9 months remaining)	$	39
2027	45
2028	39
2029	32
2030	25
Thereafter	59
Total future minimum lease payments	$	239
Less: Interest	(41)
Present value of lease liabilities	$	198

Reported as of April 4, 2026:
Current portion of lease liabilities	$	40
Long-term lease liabilities	158
Present value of lease liabilities	$	198

The current portion of lease liabilities is included within Accrued liabilities on the Consolidated Balance Sheets.

Note 12 Accrued Liabilities, Commitments and Contingencies

Accrued Liabilities

The components of Accrued liabilities are as follows (in millions):

	September 27,2025		December 31,2024
	April 4,2026		December 31,2025
Incentive compensation	$	116	$	174
Payroll and benefits	$	94	$	75
Payroll and benefits	71		76
Incentive compensation	72		150
Unremitted cash collections due to banks on factored accounts receivable	60		51
Customer rebates	59		63
Customer rebates	54		56
Unremitted cash collections due to banks on factored accounts receivable	55		84
Current portion of lease liabilities	3640		3638
Warranty	30		26
Current portion of warranty liabilities	29		28
Foreign exchange contracts	28		—
Freight and duty	28		26
Freight and duty	23		12
Exit and restructuring	15		23
Other	7967		7271
Accrued liabilities	$	~~497~~459	$	~~503~~558

Warranties

The following table is a summary of the Company’s warranty obligations (in millions):

	Nine Months Ended
	Three Months Ended
	September 27,2025		September 28,2024
	April 4,2026		March 29,2025
Balance at the beginning of the period	$	2634	$	2726
Warranty expense	299		198
Warranties fulfilled	(259)		(207)
Balance at the end of the period	$	3034	$	2627

Table of Contents

The current and long-term portions of our warranty obligations are included on the Consolidated Balance Sheets within Accrued liabilities and Other long-term liabilities, respectively.

Contingencies

The Company is subject to a variety of investigations, claims, suits, and other legal proceedings that arise from time to time in the ordinary course of business, including but not limited to, intellectual property, employment, tort, and breach of contract matters. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position, or results of operations. Any legal proceedings are subject to inherent uncertainties, and the Company’s view of these matters and their potential effects may change in the future. The Company records a liability for contingencies when a loss is deemed to be probable and the loss can be reasonably estimated.

~~Note~~On 12February ~~Income~~20, ~~Taxes~~2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the executive branch of government with the authority to impose tariffs, which invalidated certain import tariffs enacted in 2025. The matter has been remanded to the Court of International Trade and the U.S. Customs and Border Protection for further proceedings, including the administration of potential refunds. The Company previously paid approximately $75 million in IEEPA-related import tariffs and intends to seek refund in accordance with the process prescribed by the U.S. Customers and Border Protection. As the recoverability and timing of any such refund remains uncertain, we have not recognized any recoveries as of April 4, 2026.

~~The~~Note ~~Company’s~~13 ~~effective~~Share-Based ~~tax~~Compensation rate for the three and nine months ended September 27, 2025 was 36.5% and 24.5%, respectively, compared to 8.1% and 14.5% for the three and nine months ended September 28, 2024. In the current period, the variance from the 21% federal statutory rate was primarily attributable to taxes related to foreign earnings subject to U.S. taxation as a result of recently enacted U.S. tax legislation and U.S. state income taxes, partly offset by the generation of U.S. tax credits and the release of Canadian valuation allowance reserves. In the prior period, the variance from the 21% federal statutory rate was primarily attributable to the generation of U.S. tax credits and the tax benefit related to foreign earnings subject to U.S. taxation, partly offset by U.S. state income taxes.

The Company issues share-based compensation awards under the Zebra Technologies 2018 Long-Term Incentive Plan (“2018 Plan”), approved by shareholders in 2018, which superseded and replaced all prior share-based incentive plans. Outstanding awards issued prior to the 2018 Plan are governed by the provisions of those plans until such awards have been exercised, forfeited, cancelled, expired, or otherwise terminated in accordance with their terms. Awards available under the 2018 Plan include stock-settled awards, including stock-settled restricted stock units, stock-settled performance stock units, restricted stock awards, performance share awards, stock appreciation rights, incentive stock options, and non-qualified stock options. Awards available under the 2018 Plan also include cash-settled awards, including cash-settled stock appreciation rights, cash-settled restricted stock units, and cash-settled performance stock units.

The Company uses treasury shares as its source for issuing shares under the share-based compensation programs. As of April 4, 2026, the Company had 665,290 shares of Class A Common Stock remaining available to be issued under the 2018 Plan.

The compensation expense from the Company’s share-based compensation plans is included in the Consolidated Statements of Operations as follows (in millions):


	Three Months Ended
Compensation costs	April 4, 2026		March 29, 2025
Cost of sales	$	6	$	4
Selling and marketing	14		10
Research and development	17		17
General and administration	25		22
Total compensation expense	$	62	$	53

As of April 4, 2026, the total unearned compensation cost related to the Company’s share-based compensation plans was $194 million, which will be recognized over the weighted average remaining service period of approximately 1.5 years.

The majority of the Company’s share-based compensation awards are issued as part of its employee and non-employee director incentive program each fiscal year. The Company typically grants the annual employee equity incentive awards in the first quarter and the non-employee director equity awards in the second quarter each year. The Company also issues awards associated with recently acquired companies and other off-cycle events. The majority of the Company’s share-based compensation is comprised of stock-settled awards. Awards granted in 2026 and 2025 include provisions that resulted in accelerated recognition of compensation cost.

Stock-settled awards

Table of Contents

~~Note~~The 13Company’s ~~Earnings~~awards ~~Per~~are ~~Share~~typically time-vested with stock-settled RSUs vesting ratably in three annual installments and stock-settled PSUs vesting at the end of the three-year period. Upon vesting, stock-settled RSUs and PSUs convert to shares of Class A Common Stock that are released to participants.

Compensation cost is calculated based on the fair market value of the Company’s Class A Common Stock on the grant date multiplied by the number of units granted, net of estimated forfeitures. The expected attainment of the performance goals for the stock-settled PSUs is reviewed at the end of each reporting period, with adjustments recorded to compensation expense in the Consolidated Statements of Operations, as necessary. Certain PSUs granted in 2026 also include market conditions that were considered in the estimation of grant date fair value.

A summary of the Company’s restricted and performance stock-settled awards for the three months ended April 4, 2026 is as follows:


	RSUs			PSUs
	Units	Weighted-Average Grant Date Fair Value		Units	Weighted-Average Grant Date Fair Value
Outstanding at beginning of period	603,799	$	292.35	272,324	$	291.28
Granted	409,702	224.12		134,191	227.40
Released	(85,276)	306.51		—	—
Forfeited	(20,512)	293.19		(14,353)	301.72
Outstanding at end of period	907,713	$	260.10	392,162	$	269.00

Stock Appreciation Rights (“SARs”)

Beginning in 2021, the Company no longer included SARs in its annual share-based compensation award issuances. The intrinsic value of remaining outstanding and exercisable SARs was $9 million as of April 4, 2026. The weighted-average remaining contractual life of SARs was less than 1 year as of April 4, 2026, with all remaining SARs expiring by 2027.

Cash-settled awards

The Company also issues cash-settled share-based compensation awards, including cash-settled restricted stock units and cash-settled performance stock units that are classified as liability awards and typically have a vesting period of three years. Compensation cost is calculated as the fair market value of the Company’s Class A Common Stock on the grant date multiplied by the number of share-equivalents granted, net of forfeitures. The fair value for all cash-settled awards and the expected attainment of the performance goals for the cash-settled performance stock units is reviewed at the end of each reporting period, with adjustments recorded to compensation expense in the Consolidated Statements of Operations, as necessary. The Company’s outstanding payment obligations related to cash-settled awards are reflected within Accrued liabilities on the Consolidated Balance Sheets and were $13 million as of both April 4, 2026 and December 31, 2025. Share-equivalents issued under these programs totaled 62,848 and 52,395 during the three months ended April 4, 2026 and March 29, 2025, respectively.

Employee Stock Purchase Plan

Eligible Zebra employees may purchase common stock at 95% of the fair market value at the date of purchase pursuant to the Zebra Technologies Corporation 2020 Employee Stock Purchase Plan (“2020 ESPP”). Employees may make purchases by cash or payroll deductions up to certain limits. The aggregate number of shares that may be purchased under the 2020 ESPP is 1,500,000 shares. As of April 4, 2026, 1,240,907 shares remained available for future purchase.

Note 14 Income Taxes

The Company’s effective tax rate for the three months ended April 4, 2026 and March 29, 2025 was 19.2% and 17.6%, respectively. In the current and prior periods, the variance from the 21% federal statutory rate was primarily attributable to U.S. tax credits and the tax benefit related to foreign earnings subject to U.S. taxation, partly offset by foreign rate differential and U.S. state income taxes.

Table of Contents

Note 15 Earnings Per Share

Basic net earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of diluted common shares outstanding. Diluted common shares outstanding is computed using the Treasury Stock method and, in periods of income, reflects the additional shares that would be outstanding if dilutive share-based compensation awards were converted into common shares during the period.

Earnings per share (in millions, except share data):

Three Months Ended

~~Nine Months Ended~~

September 27,2025

September 28,2024

September 27,2025

September 28,2024

April 4,2026

March 29,2025

Basic:

Net income

~~101~~135

~~137~~136

~~349~~

~~365~~

Weighted-average shares outstanding

5049,~~800~~017,~~552~~288

51,~~567~~365,~~216~~011

~~51,044,563~~

~~51,480,812~~

Basic earnings per share

12.9874

2.6564

~~6.83~~

~~7.09~~

Diluted:

Net income

~~101~~135

~~137~~136

~~349~~

~~365~~

Weighted-average shares outstanding

5049,~~800~~017,~~552~~288

51,~~567~~365,~~216~~011

~~51,044,563~~

~~51,480,812~~

Dilutive shares

~~370~~411,~~567~~049

~~350~~441,~~839~~539

~~384,969~~

~~364,760~~

Diluted weighted-average shares outstanding

5149,~~171~~428,~~119~~337

51,~~918~~806,~~055~~550

~~51,429,532~~

~~51,845,572~~

Diluted earnings per share

12.9772

2.6462

~~6.78~~

~~7.04~~

Anti-dilutive share-based compensation awards are excluded from diluted earnings per share calculations. There were 1316,~~473~~724 and 8452,~~605~~843 shares that were anti-dilutive for the three ~~and nine~~ months ended ~~September~~April 274, ~~2025,~~2026 ~~respectively. There were 1,621~~ and ~~61,240 shares that were anti-dilutive for the three and nine months ended September~~March 2829, ~~2024~~2025, respectively.

Note 1416 Accumulated Other Comprehensive (Loss) Income

Stockholders’ equity includes certain items classified as AOCI, including:

•Unrealized gain (loss) on sales hedging which relates to derivative instruments used to hedge the exposure related to currency exchange rates for forecasted Euro sales. These hedges are designated as cash flow hedges, and the Company defers income statement recognition of gains and losses until the hedged transaction occurs. See Note 89, Derivative Instruments for more details.

•Foreign currency translation adjustments which relates to the Company’s non-U.S. subsidiary companies that have designated a functional currency other than the U.S. Dollar. The Company translates the subsidiary functional currency financial statements to U.S. Dollars using a combination of historical, period-end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of AOCI.

1819

Table of Contents

The changes in each component of AOCI during the ~~nine~~three months ended ~~September~~April 274, ~~2025~~2026 and ~~September~~March 2829, ~~2024~~2025 were as follows (in millions):

	Unrealized gain (loss) on sales hedging		Foreign currency translation adjustments		Total
Balance at December 31, 2023	$	(5)	$	(49)	$	(54)
Other comprehensive income (loss) before reclassifications	(3)		1		(2)
Amounts reclassified from AOCI(1)	(4)		—		(4)
Tax effect	1		—		1
Other comprehensive income (loss), net of tax	(6)		1		(5)
Balance at September 28, 2024	$	(11)	$	(48)	$	(59)
Balance at December 31, 2024	$	22	$	(66)	$	(44)
Other comprehensive income (loss) before reclassifications	(81)		24		(57)
Other comprehensive (loss) income before reclassifications	(28)		7		(21)
Amounts reclassified from AOCI(1)	24(9)		—		24(9)
Tax effect	149		—		149
Other comprehensive income (loss), net of tax	(43)		24		(19)
Other comprehensive (loss) income, net of tax	(28)		7		(21)
Balance at September 27, 2025	$	(21)	$	(42)	$	(63)
Balance at March 29, 2025	$	(6)	$	(59)	$	(65)
Balance at December 31, 2025	$	(4)	$	(14)	$	(18)
Other comprehensive income (loss) before reclassifications	10		(19)		(9)
Amounts reclassified from AOCI(1)	7		—		7
Tax effect	(4)		—		(4)
Other comprehensive income (loss), net of tax	13		(19)		(6)
Balance at April 4, 2026	$	9	$	(33)	$	(24)

(1) See Note 89, Derivative Instruments regarding the timing of reclassifications to operating results.

Note 1517 Accounts Receivable Factoring

The Company has a Receivables Factoring arrangement, pursuant to which certain receivables originated from the EMEA and Asia-Pacific regions up to a maximum of €150 million are sold to a bank without recourse in exchange for cash. Such transfers are accounted for as sales and the related receivables are removed from the Company’s balance sheet. The Company does not maintain any beneficial interest in the receivables sold. The Company services the receivables on behalf of the bank, but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee, are reflected in Cash flows from operating activities on the Consolidated Statements of Cash Flows, while sale proceeds in excess of the fair value of factored receivables are reflected in Cash flows from financing activities on the Consolidated Statements of Cash Flows.

During the ~~nine~~three months ended ~~September~~April 274, ~~2025~~2026 and ~~September~~March 2829, ~~2024~~2025, the Company received cash proceeds of $~~374~~160 million and $~~816~~119 million, respectively, from the sales of accounts receivables under its factoring arrangement. As of ~~both September~~April 274, ~~2025~~2026 and December 31, ~~2024~~2025, there were a total of $2832 million and $10 million, respectively, of uncollected receivables that had been sold and removed from the Company’s Consolidated Balance Sheets.

As servicer of sold receivables, the Company had $6055 million and $5184 million of obligations that were not yet remitted to the bank as of ~~September~~April 274, ~~2025~~2026 and December 31, ~~2024~~2025, respectively. These obligations are included within Accrued liabilities on the Consolidated Balance Sheets, with changes in such obligations reflected within Cash flows from financing activities on the Consolidated Statements of Cash Flows.

Note 1618 Segment Information & Geographic Data

The Company’s operations consist of two reportable segments that provide complementary offerings to our customers: ~~Asset~~Connected ~~Intelligence~~Frontline ~~& Tracking~~ (“~~AIT~~CF”), which includes ~~barcode~~mobile computing and ~~card~~related ~~printing,~~services ~~RFID~~ and ~~RTLS~~software-based offerings~~, supplies, and services~~; and ~~Enterprise~~Asset Visibility & ~~Mobility~~Automation (“~~EVM~~AVA”), which includes ~~mobile~~barcode ~~computing,~~and ~~data~~card ~~capture,~~printing ~~fixed~~and ~~industrial~~related ~~scanning~~supplies and ~~machine vision~~sensors, ~~services,~~RFID and ~~workflow~~RTLS ~~optimization~~offerings, ~~solutions. The reportable segments have been identified based on the financial~~ data ~~utilized~~capture, bymachine ~~the~~vision ~~Company’s~~offerings, ~~Chief Executive Officer (the chief operating decision maker or “CODM”) to assess segment performance~~ and ~~allocate~~related ~~resources among the Company’s segments~~services. The CODM reviews adjusted operating income to assess segment profitability primarily during the Company’s annual budget and forecasting process. The CODM assesses the profitability of each segment relative to its long-term growth objectives in evaluating resource allocation priorities. Segment assets are not reviewed by the Company’s CODM and therefore are not disclosed below.

The reportable segments have been identified based on the financial data utilized by the Company’s Chief Executive Officer (the chief operating decision maker or “CODM”) to assess segment performance and allocate resources among the Company’s segments. The CODM reviews operating income to assess segment profitability monthly as well as part of the Company’s budget and forecasting process. The CODM assesses the profitability of each segment relative to its long-term growth objectives in evaluating resource allocation priorities. Segment assets are not reviewed by the Company’s CODM and therefore are not disclosed below.

Financial information by segment is presented as follows (in millions):

Table of Contents

	Three Months Ended				Nine Months Ended
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
Net sales:
AIT	$	455	$	410	$	1,335	$	1,199
EVM	865		845		2,586		2,448
Total Net sales	$	1,320	$	1,255	$	3,921	$	3,647
Cost of sales:
AIT	$	225	$	211	$	666	$	629
EVM	461		431		1,360		1,253
Operating expenses:
AIT (1)	$	127	$	116	$	383	$	338
EVM (1)	289		272		860		810
Operating income:
AIT (2)	$	103	$	83	$	286	$	232
EVM (2)	115		142		366		385
Total segment operating income	218		225		652		617
Corporate (3)	(35)		(34)		(91)		(100)
Total Operating income	$	183	$	191	$	561	$	517

(1)AIT and EVM segment operating expenses include Selling and marketing, Research and development, and General and administrative expenses, excluding the amounts classified within Corporate.

(2)AIT and EVM segment operating income includes depreciation and share-based compensation expense. The depreciation and share-based compensation expense amounts are proportionate to each segment’s Net sales.

(3)To the extent applicable, amounts included in Corporate consist of Amortization of intangible assets, Acquisition and integration costs, Exit and restructuring costs, as well as certain other non-recurring costs (impairment of goodwill and other intangibles, and business acquisition purchase accounting adjustments).

Information regarding the Company’s operations by geographic area is contained in the following tables. Net sales amounts are attributed to geographic area based on customer location.

Net sales by region were as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 27,2025		September 28,2024		September 27,2025		September 28,2024
North America	$	666	$	628	$	1,969	$	1,839
EMEA	394		405		1,252		1,204
Asia-Pacific	163		132		429		362
Latin America	97		90		271		242
Total Net sales	$	1,320	$	1,255	$	3,921	$	3,647

Table of Contents

Note 17 Subsequent Events


	Three Months Ended
	April 4, 2026		March 29, 2025
Net sales:
CF	$	825	$	684
AVA	670		624


Total Net sales	$	1,495	$	1,308
Cost of sales:
CF	$	420	$	351
AVA	322		308
Corporate (3)	11		4
Total Cost of sales	$	753	$	663
Operating expenses:
CF (1)	$	236	$	193
AVA (1)	189		181
Corporate (3)	102		76
Total Operating expenses	$	527	$	450
Operating income:
CF (2)	$	169	$	140
AVA (2)	159		135
Total segment operating income	$	328	$	275
Corporate (3)	(113)		(80)
Total Operating income	$	215	$	195

~~Segments~~(1)CF and AVA segment operating expenses include Selling and marketing, Research and development, and General and administrative expenses, excluding the amounts classified within Corporate.

~~Effective with the fourth quarter, the Company’s reportable segments will be changed to Connected Frontline~~ (~~“CF”~~2) ~~and Asset Visibility & Automation (“AVA”). The~~ CF ~~segment will consist of our mobile computing products,~~ and ~~related services and software-based offerings that were formerly part of our EVM segment. The~~ AVA segment will consist of our barcode and card printing products and related supplies and sensors, RFID and RTLS offerings, and related services that collectively represented our former AIT segment, as well as our data capture, machine vision, and robotics automation offerings and related services that were formerly part of our EVM segment. This change aligns with how we are operating ~~our~~income ~~business~~includes todepreciation ~~advance our strategy and the level of detailed financial information reviewed by our chief operating decision-maker going forward. Our CF and AVA results will also exclude share-based compensation~~ expense ~~from~~proportionate ~~the~~to ~~measurement~~each of segment’s ~~operating~~Net ~~income~~sales. ~~These changes will not have an impact on our Consolidated Financial Statements.~~

~~Elo~~(3)To the extent applicable, amounts included in Corporate consist of Share-based compensation, Amortization of intangible assets, Acquisition and integration costs, Exit and restructuring costs, as well as certain other non-recurring costs (impairment of goodwill and other intangible assets, and business acquisition purchase accounting adjustments).

OnInformation ~~September~~regarding ~~30, 2025,~~ the Company’s ~~acquired~~operations ~~Elo~~by ~~Holdings,~~geographic ~~Inc.,~~area ~~the~~is ~~sole~~contained ~~stockholder~~in ofthe ~~Elo~~following ~~Touch Solutions, Inc~~tables. ~~(collectively,~~Net ~~“Elo”),~~sales anamounts ~~innovator~~are ofattributed ~~solutions~~to ~~that~~geographic ~~engage~~area ~~customers,~~based ~~enhance~~on ~~self-service,~~customer ~~and accelerate automation across a wide range of end markets~~location. ~~Through its acquisition of Elo, the Company expanded its portfolio of self-service and consumer-facing workflow offerings.~~

~~The~~Net ~~acquisition~~sales ~~will~~by beregion ~~accounted~~were ~~for~~as follows (in the fourth quarter under the acquisition method of accounting for business combinations. The Company’s purchase consideration, which remains subject to standard net working capital adjustments, was approximately $millions)(1~~.3 billion and was comprised of cash paid, net of Elo’s cash on hand.~~):

As part of this business combination, we expect to recognize goodwill that will be non-deductible for tax purposes. The Elo business will be part of the CF segment.


	Three Months Ended
	April 4, 2026		March 29, 2025
North America	$	728	$	639
EMEA	507		448
Asia-Pacific	167		137
Latin America	93		84
Total Net sales	$	1,495	$	1,308

(1)Certain prior period net sales have been recast to appropriately reflect customer location, with no impact to Zebra’s consolidated net sales.


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a global leader in the Automatic Identification and Data Capture (“AIDC”) industry. The AIDC market consists of mobile computing, data capture, radio frequency identification devices (“RFID”), barcode printing, and other workflow automation offerings. The Company’s offerings are proven to help our customers and end-users digitize and automate their workflows to achieve their critical business objectives, including improved productivity and operational efficiency, optimized regulatory compliance, and better customer experiences.

We design, manufacture, and sell a broad range of AIDC offerings, including: mobile computers, barcode scanners and imagers, RFID readers, specialty printers for barcode labeling and personal identification, real-time location systems (“RTLS”), related accessories and supplies, such as labels and other consumables, and related software applications. We also provide machine vision and robotics automation solutions; a full range of services, including maintenance, technical support, repair, managed and professional services; as well as cloud-based software subscriptions. End-users of our offerings include those in retail and e-commerce, manufacturing, transportation and logistics, healthcare, public sector, and other industries within North America; Europe, Middle East, and Africa (“EMEA”); Asia Pacific; and Latin America.

We continue to advance our Enterprise Asset Intelligence (“EAI”) vision: every asset and front-line worker visible, connected, and fully optimized. Through continual innovation, we have expanded beyond the traditional AIDC market to transform activities such as factory production, packages moving through a supply chain, retail shopping, the hospital patient journey and first responders addressing public safety and emergency situations. Data from enterprise assets, including status, condition, location, utilization, and preferences, is analyzed in the cloud to provide prioritized actionable insights. As a result, our offerings enable enterprises to “sense, analyze, and act” more effectively to optimize their activities.

The Company’s operations consist of two reportable segments that provide complementary offerings to our customers: Asset Intelligence & Tracking (“AIT”) and Enterprise Visibility & Mobility (“EVM”).

•The AIT segment is an industry leader in barcode printing and asset tracking technologies. Its major product lines include barcode and card printers, RFID and RTLS offerings, and supplies, including temperature-monitoring labels, and services.

Table of Contents

•The EVM segment is an industry leader in automatic information and data capture offerings. Its major product lines include mobile computing, data capture, fixed industrial scanning and machine vision, services, and workflow optimization solutions. Our workflow optimization solutions include cloud-based software subscriptions, retail solutions, and robotic automation solutions.Overview

We are a ~~market~~global leader in ~~our~~the ~~core~~Automatic ~~businesses,~~Identification ~~which~~and ~~are~~Data ~~generally~~Capture ~~considered~~(“AIDC”) toindustry. beThe ~~comprised~~AIDC ofmarket ~~our~~consists of mobile computing, ~~and~~ data capture ~~offerings~~, ~~printing~~radio ~~and~~frequency ~~supplies~~identification ~~offerings~~devices (“RFID”), asthermal ~~well~~barcode asprinting, ~~support~~ and ~~repair~~other workflow automation products and services. WeThe ~~continue~~Company’s offerings are proven to ~~focus~~help onour ~~growth~~customers ~~opportunities~~and ~~within~~end-users ~~adjacent~~digitize and ~~expansion~~automate ~~markets~~their byworkflows ~~scaling~~to achieve their critical business objectives, including improved productivity and ~~integrating~~operational ~~our~~efficiency, ~~recent~~optimized ~~business~~regulatory ~~acquisitions~~compliance, and better customer experiences.

~~Third~~We ~~Quarter~~design, ~~2025~~manufacture, ~~Financial~~and ~~Summary~~sell a broad range of AIDC offerings, including: mobile computers, barcode scanners and ~~Other~~imagers, ~~Recent~~RFID ~~Developments~~readers, specialty printers for barcode labeling and personal identification, real-time location systems (“RTLS”), related accessories and supplies, such as labels and other consumables, and related software applications. We also provide machine vision and self-serve touchscreen solutions; a full range of services, including maintenance, technical support, repair, managed and professional services; as well as cloud-based software subscriptions. End-users of our offerings include those in retail and e-commerce, manufacturing, transportation and logistics, healthcare, hospitality, public sector, and other industries.

~~•Net~~We ~~sales~~continue ~~were~~to $1evolve and advance our vision: frontline operations everywhere are digitized,~~320~~ ~~million~~automated inand intelligent. Through continual innovation, we have expanded beyond the ~~current~~traditional ~~quarter~~AIDC ~~compared~~market to $1transform activities such as factory production,~~255~~ ~~million~~packages inmoving through a supply chain, retail shopping, the ~~prior~~hospital ~~year~~patient ~~third~~journey, ~~quarter~~restaurant self-service, and first responders addressing public safety and emergency situations. Data from enterprise assets, including status, condition, location, utilization, and preferences, is analyzed to provide prioritized actionable insights and optimize activities.

~~•Operating~~The ~~income~~Company’s ~~was~~operations ~~$183~~consist ~~million~~of intwo ~~the~~reportable ~~current~~segments ~~quarter~~that ~~compared~~provide complementary offerings to ~~$191~~our ~~million~~customers: inConnected ~~the~~Frontline ~~prior~~(“CF”) ~~year~~and ~~third~~Asset ~~quarter~~Visibility & Automation (“AVA”).

•~~Net~~The ~~income~~CF ~~was~~segment ~~$101~~is ~~million~~focused on unifying teams, orcustomers, $1and AI agents to deliver enhanced frontline experiences.97 ~~per~~This ~~diluted~~segment ~~share~~brings intogether solutions that empower frontline workers with the ~~current~~information ~~quarter,~~and ~~compared~~tools they need to ~~net~~make ~~income~~smarter decisions and improve customer service. Principal product categories include mobile computing, point of ~~$137~~sale ~~million~~solutions, orself-service ~~$2.64~~kiosks ~~per~~and ~~diluted~~interactive ~~share~~touchscreen indisplays, ~~the~~workflow ~~prior~~optimization ~~year~~software ~~third~~solutions, ~~quarter~~and related services.

•WeThe ~~repurchased~~AVA ~~$284~~segment ~~million~~provides ofsolutions ~~common~~that ~~shares~~track ~~year~~critical assets and automate workflows to ~~date~~provide the real-time, ~~including~~data-driven ~~$34~~insights ~~million~~necessary into ~~the~~optimize ~~third~~supply ~~quarter~~chains, manufacturing, and logistics. The principal product categories include thermal barcode printing and related supplies and sensors, data capture, fixed industrial scanning, machine vision, RFID, real-time location systems (RTLS), and related services.

~~Both~~First ofQuarter ~~our~~2026 ~~segments~~Financial ~~benefited~~Summary from growth in demand across most of our primary end markets. We continued to mitigate the negative impacts of tariffs through product sourcing diversification, the impacts of targeted list price increases, and ~~product~~Other ~~portfolio~~Recent ~~optimization efforts.~~Developments

~~Subsequent~~•Net ~~events:~~sales were $1,495 million in the current quarter compared to $1,308 million in the prior year first quarter.

On•Operating ~~September~~income ~~30,~~was ~~2025, the Company acquired Elo Touch Solutions, Inc. (“Elo”) for approximately~~ $~~1.3~~215 ~~billion~~million in ~~cash.~~the ~~Elo~~current isquarter ancompared ~~innovator~~to of$195 ~~solutions~~million that engage customers, enhance self-service, and accelerate automation across a wide range of end markets. The Elo acquisition expands our portfolio of self-service and consumer-facing workflow offerings. The operating results of Elo will be included in ~~our~~the ~~newly~~prior ~~established~~year ~~Connected~~first ~~Frontline segment beginning in the fourth~~ quarter. ~~The Elo acquisition was funded with cash on hand and borrowings from our existing credit facilities.~~

~~Effective~~•Net ~~with~~income ~~the~~was ~~fourth~~$135 ~~quarter~~million, ~~the~~or ~~Company’s~~$2.72 ~~reportable~~per ~~segments~~diluted ~~will~~share bein ~~changed~~the tocurrent ~~Connected~~quarter, ~~Frontline~~compared ~~and~~to ~~Asset~~net ~~Visibility~~income &of ~~Automation~~$136 tomillion, ~~align~~or ~~with~~$2.62 ~~how~~per wediluted ~~operate~~share ~~our~~in ~~business~~the toprior ~~advance~~year ~~our~~first ~~strategy~~quarter.

~~See~~•We ~~Note~~repurchased ~~17,~~$300 ~~Subsequent~~million ~~Events~~of common shares in the ~~Notes~~first toquarter, ~~Consolidated~~followed ~~Financial~~by ~~Statements~~an ~~included~~additional in$200 ~~this~~million ~~report~~thus ~~for~~far ~~additional~~in ~~information~~the second quarter.

Exit & Restructuring Actions:

In the first quarter, we completed the sale of our robotics automation solutions business to Skild AI, following our intention to exit this business to better align resources and invest in other strategic priorities. In exchange, we received cash and non-cash consideration totaling $20 million, resulting in a net gain of $5 million.

We also advanced our cost-efficiency goals in the first quarter by recognizing $8 million in severance and related costs under our 2025 Productivity Plan. This plan, initiated last year, is estimated to result in charges of approximately $35 to $40 million, with $29 million in charges recorded to date. We expect to be substantially completed with these actions by the second half of 2026.

As a result of these actions, we expect to achieve net annualized pre-tax cost savings of approximately $35 million. See Note 7, Exit and Restructuring Activities in the Notes to Consolidated Financial Statements for further information related to the Company’s exit and restructuring actions.

IEEPA Import Tariffs:

Table of Contents

On February 20, 2026, the U.S. Supreme Court invalidated certain import tariffs enacted in 2025 under the International Emergency Economic Powers Act (“IEEPA”). The Company previously paid approximately $75 million in IEEPA-related import tariffs and intends to seek refunds in accordance with the process defined by the U.S. Customs and Border Protection. At this time, the Company has not recognized any recoveries in its consolidated financial statements.

Results of Operations

Consolidated Results of Operations

(amounts in millions, except percentages)

	Three Months Ended										~~Nine Months Ended~~
	September 27,2025			September 28,2024			$ Change		% Change		September 27,2025			September 28,2024			$ Change		% Change
	April 4,2026			March 29,2025			$ Change		% Change
Net sales:
Tangible products	$	1,~~081~~231		$	1,~~019~~062		$	62169	615.19	%	$	~~3,198~~		$	~~2,931~~		$	~~267~~	~~9.1~~	%
Services and software	~~239~~264			~~236~~246			318		17.3	%	~~723~~			~~716~~			7		~~1.0~~	%
Total Net sales	1,~~320~~495			1,~~255~~308			65187		514.23	%	~~3,921~~			~~3,647~~			~~274~~		~~7.5~~	%
Gross profit	~~634~~742			~~613~~645			2197		315.40	%	~~1,895~~			~~1,765~~			~~130~~		~~7.4~~	%
Gross margin	4849.06		%	4849.83		%			~~(80)~~30 bps		~~48.3~~		%	~~48.4~~		%			~~(10) bps~~
Operating expenses	~~451~~527			~~422~~450			2977		617.91	%	~~1,334~~			~~1,248~~			86		~~6.9~~	%
Operating income	$	~~183~~215		$	~~191~~195		$	~~(8)~~20	(410.2)3	%	$	~~561~~		$	~~517~~		$	44	~~8.5~~	%

Net sales to customers by geographic region were as follows (amounts in millions, except percentages):


	Three Months Ended
	April 4, 2026		March 29, 2025		$ Change		% Change
North America	$	728	$	639	$	89	13.9	%
EMEA	507		448		59		13.2	%
Asia-Pacific	167		137		30		21.9	%
Latin America	93		84		9		10.7	%
Total Net sales	$	1,495	$	1,308	$	187	14.3	%

Table of Contents

	Three Months Ended								Nine Months Ended
	September 27,2025		September 28,2024		$ Change		% Change		September 27,2025		September 28,2024		$ Change		% Change
North America	$	666	$	628	$	38	6.1	%	$	1,969	$	1,839	$	130	7.1	%
EMEA	394		405		(11)		(2.7)	%	1,252		1,204		48		4.0	%
Asia-Pacific	163		132		31		23.5	%	429		362		67		18.5	%
Latin America	97		90		7		7.8	%	271		242		29		12.0	%
Total Net sales	$	1,320	$	1,255	$	65	5.2	%	$	3,921	$	3,647	$	274	7.5	%

Operating expenses are summarized below (amounts in millions, except percentages):

	Three Months Ended								~~Nine Months Ended~~
	September 27,2025		September 28,2024		As a % of Net sales				September 27,2025		September 28,2024		As a % of Net sales
	April 4,2026		March 29,2025		As a % of Net sales
					2025		2024						2025		2024
					2026		2025
Selling and marketing	$	~~159~~189	$	~~151~~161	12.06	%	12.03	%	$	~~478~~	$	~~449~~	~~12.2~~	%	~~12.3~~	%
Research and development	~~146~~165		~~141~~151		11.10	%	11.25	%	~~441~~		~~425~~		~~11.2~~	%	~~11.7~~	%
General and administrative	~~111~~127		96111		8.45	%	78.65	%	~~324~~		~~274~~		~~8.3~~	%	~~7.5~~	%
Amortization of intangible assets	2537		2924		NM		NM		74		80		NM		NM
Acquisition and integration costs	101		13		NM		NM		17		3		NM		NM
Exit and restructuring costs	—8		4—		NM		NM		—		17		NM		NM
Total Operating expenses	$	~~451~~527	$	~~422~~450	3435.23	%	3334.64	%	$	~~1,334~~	$	~~1,248~~	~~34.0~~	%	~~34.2~~	%

Table of Contents

Consolidated Organic Net sales growth:

	Three Months Ended		~~Nine Months Ended~~
	September 27, 2025		September 27, 2025
	April 4, 2026
Reported GAAP Consolidated Net sales growth	514.23	%	~~7.5~~	%
Adjustments:
Impact of foreign currency translations (1)	(0.2.1)	%	~~0.3~~	%
Impact of acquisitions (2)	(07.29)	%	~~(0.2)~~	%
Consolidated Organic Net sales growth (3)	4.83	%	~~7.6~~	%

(1)Operating results reported in U.S. Dollars are affected by foreign currency exchange rate fluctuations. Foreign currency translation impact represents the difference in results that are attributable to fluctuations in the currency exchange rates used to convert the results for businesses where the functional currency is not the U.S. Dollar. This impact is calculated by translating the current period results at the currency exchange rates used in the comparable prior year period as well as removing realized cash flow hedge gains and losses from both the current and prior year periods.

(2)For purposes of computing Organic Net sales growth, amounts ~~directly~~ attributable to business acquisitions or dispositions are excluded for twelve months following ~~their~~or preceding the respective ~~acquisitions~~acquisition or disposition, respectively.

(3)Consolidated Organic Net sales growth is a non-GAAP financial measure. See the Non-GAAP Measures section at the end of this item.

~~Third~~First quarter ~~2025~~2026 compared to ~~third~~first quarter ~~2024~~2025

Total Net sales increased by $65187 million or 514.23% compared to the prior year ~~quarter~~, reflecting growth in both of our segments. Our overall sales growth reflects improved demand in ~~the~~all ~~North America, Asia-Pacific, and Latin America~~ regions. Excluding the effects of foreign currency ~~changes~~ and acquisitions, Consolidated Organic Net sales increased by 4.83%.

23Gross margin increased to 49.6% for the current year compared to 49.3% for the prior year, primarily due to favorable impacts of foreign currency, business mix, and productivity initiatives.

~~Table~~Operating expenses for the quarters ended April 4, 2026 and March 29, 2025 were $527 million and $450 million, or 35.3% and 34.4% of ~~Contents~~Net sales, respectively. Current year Operating expenses increased compared to the prior year primarily due to the inclusion of operating expenses of Elo Touch and Photoneo and higher employee and employee-related costs.

~~Gross~~Operating ~~margin~~income ~~decreased~~was ~~to 48.0%~~ $215 million for the current ~~quarter~~year compared to ~~48.8%~~$195 ~~for~~million in the prior year,. ~~primarily~~The ~~due~~increase towas ~~unfavorable~~due ~~impacts of tariffs, net of mitigating actions, along with lower services and software margins. As compared~~ to ~~the~~higher ~~prior~~Gross ~~year quarter~~profit, ~~Gross~~partially ~~margin~~offset ~~improved~~by inhigher ~~our~~Operating ~~AIT segment and declined in our EVM segment~~expenses.

~~Operating~~Total ~~expenses~~Other ~~for the quarters ended September 27~~expense, ~~2025~~net ~~and~~increased ~~September 28,~~primarily ~~2024~~due ~~were~~to ~~$451~~realized ~~million~~losses ~~and~~associated ~~$422~~with ~~million,~~the orsales ~~34.2% and 33.6%~~ of ~~Net~~certain ~~sales,~~long-term ~~respectively.~~investments ~~Current~~in ~~quarter Operating expenses increased compared to~~ the ~~prior~~first ~~year~~ quarter, ~~primarily~~as ~~due~~well toas ~~higher~~lower ~~share-based~~interest ~~compensation~~income ~~expense~~on ~~related~~cash ~~to improved expected attainment associated with performance-based share-based compensation awards~~equivalents.

~~Operating~~The ~~income~~Company’s ~~was~~effective ~~$183~~tax ~~million~~rates for the ~~current~~three ~~quarter~~months ~~compared~~ended toApril 4, ~~$191~~2026 ~~million~~and inMarch 29, ~~the~~2025 ~~prior~~were ~~year~~19.2% ~~quarter~~and 17.6%, respectively. The ~~decrease~~increase ~~was~~in the effective tax rate is primarily due to ~~higher~~less ~~Operating~~favorability ~~expenses,~~from ~~partly~~tax ~~offset~~credits byand ~~higher~~tax ~~Gross~~benefits ~~profit~~related to foreign earnings subject to U.S. taxation.

Total other expense, net decreased primarily due to foreign exchange losses in the prior year quarter and lower net interest costs associated with the company’s borrowings driven by rate favorability in the current year quarter.

The Company’s effective tax rates for the three months ended September 27, 2025 and September 28, 2024 were 36.5% and 8.1%, respectively. The increase in the effective tax rate was primarily due to increased taxes related to foreign earnings subject to U.S. taxation as a result of recently enacted U.S. tax legislation and U.S. state income taxes, partly offset by the release of certain Canadian valuation allowance reserves.

Net income and diluted earnings per share each decreased in the current quarter due to a higher income tax provision and lower Operating income, partly offset by lower Total other expense, net.

Year to date 2025 compared to Year to date 2024

Total Net sales increased by $274 million or 7.5% compared to the prior year period, reflecting growth in both of our segments associated with improved demand trends that began in the middle of 2024. Excluding the effects of currency changes and acquisitions, Consolidated Organic Net sales increased by 7.6%.

Gross margin slightly decreased to 48.3% compared to 48.4% for the prior year period, primarily due to unfavorable impacts of tariffs, net of mitigating actions, along with lower services and software margins, largely offset by volume leverage and favorable business mix. As compared to the prior year period, Gross margin improved in our AIT segment and declined in our EVM segment.

Operating expenses for the nine months ended September 27, 2025 and September 28, 2024 were $1,334 million and $1,248 million, or 34.0% and 34.2% of Net sales, respectively. Current year Operating expenses increased compared to the prior year period primarily due to higher employee and employee-related costs, including higher incentive compensation, part of which related to changes in share-based compensation eligibility provisions in the first quarter. These increases were partly offset by lower Exit and restructuring costs.

Operating income was $561 million for the current year period compared to $517 million in the prior year period. The increase was due to higher Gross profit, partially offset by higher Operating expenses.

Total other expense, net increased primarily due to non-recurring interest rate swap gains in the prior year and higher foreign exchange transaction losses in the current year, partly offset by lower net interest costs associated with the Company’s borrowings driven by rate favorability and higher interest income on cash equivalents in the current year.

The Company’s effective tax rates for the nine months ended September 27, 2025 and September 28, 2024 were 24.5% and 14.5%, respectively. The increase in the effective tax rate was primarily due to increased taxes related to foreign earnings subject to U.S. taxation as a result of recently enacted U.S. tax legislation and U.S. state income taxes, partly offset by the release of certain Canadian valuation allowance reserves.

Net income and diluted earnings per share each decreased compared to the prior year period due to a higher income tax provision, lower Operating income, and higher Total other expense, net in the current year.

Table of Contents

Results of Operations by Segment

The following commentary should be read in conjunction with the financial results of each reportable business segment as detailed in Note 1618, Segment Information & Geographic Data in the Notes to Consolidated Financial Statements. To the extent applicable, segment operating income excludes ~~business~~Share-based ~~acquisition purchase accounting adjustments~~Compensation, ~~amortization~~Amortization of intangible assets, ~~acquisition~~Acquisition and integration costs, ~~impairment~~Exit ~~of goodwill~~ and ~~other intangibles, exit and~~ restructuring costs, as well as certain other non-recurring costs (impairment of goodwill and other intangible assets, and business acquisition purchase accounting adjustments).

~~Asset~~Connected ~~Intelligence~~Frontline ~~& Tracking~~ Segment (“~~AIT~~CF”)

(amounts in millions, except percentages)

	Three Months Ended										~~Nine Months Ended~~
	September 27,2025			September 28,2024			$ Change		% Change		September 27,2025			September 28,2024			$ Change		% Change
	April 4,2026			March 29,2025			$ Change		% Change
Net sales:
Tangible products	$	~~424~~609		$	~~382~~481		$	42128	1126.06	%	$	~~1,244~~		$	~~1,115~~		$	~~129~~	~~11.6~~	%
Services and software	31216			28203			313		106.74	%	91			84			7		~~8.3~~	%
Total Net sales	~~455~~825			~~410~~684			45141		1120.06	%	~~1,335~~			~~1,199~~			~~136~~		~~11.3~~	%
Gross profit	~~230~~405			~~199~~333			3172		1521.6	%	~~669~~			~~570~~			99		~~17.4~~	%
Gross margin	5049.51		%	48.57		%			~~200~~40 bps		~~50.1~~		%	~~47.5~~		%			~~260 bps~~
Operating expenses	~~127~~236			~~116~~193			1143		922.53	%	~~383~~			~~338~~			45		~~13.3~~	%
Operating income	$	~~103~~169		$	83140		$	2029	2420.17	%	$	~~286~~		$	~~232~~		$	54	~~23.3~~	%

~~AIT~~CF Organic Net sales growth:

	Three Months Ended		~~Nine Months Ended~~
	September 27, 2025		September 27, 2025
	April 4, 2026
AIT Reported GAAP Net sales growth	11.0	%	11.3	%
CF Reported GAAP Net sales growth	20.6	%
Adjustments:
Impact of foreign currency translations (1)	(02.41)	%	~~0.3~~	%
AIT Organic Net sales growth (2)	10.6	%	11.6	%
Impact of acquisitions (2)	(14.7)	%
CF Organic Net sales growth (3)	3.8	%

(2)~~AIT~~For purposes of computing Organic Net sales growth, isamounts adirectly ~~non-GAAP~~attributable ~~financial~~to ~~measure.~~the ~~See~~acquisition ~~the~~of ~~Non-GAAP~~Elo ~~Measures~~Touch ~~section~~are atexcluded for twelve months following the ~~end~~September of30, ~~this~~2025 ~~item~~acquisition date.

~~Third~~(3)CF ~~quarter~~Organic ~~2025~~Net ~~compared~~sales togrowth ~~third~~is ~~quarter~~a ~~2024~~non-GAAP financial measure. See the Non-GAAP Measures section at the end of this item.

~~Total~~First ~~Net~~quarter ~~sales~~2026 ~~for AIT increased $45 million or 11.0%~~ compared to ~~the~~first ~~prior year~~ quarter, ~~primarily due to higher sales of printing products. Excluding the impact of foreign currency changes, AIT Organic Net sales increased by 10.6%.~~2025

~~Gross~~Total ~~margin~~Net ~~increased~~sales tofor ~~50.5%~~CF inincreased ~~the~~$141 ~~current~~million ~~quarter~~or ~~compared to 48~~20.56% ~~for~~compared to the prior year ~~quarter~~, primarily due to the inclusion of Elo Touch, higher sales of mobile computers, and favorable ~~business~~impact ~~mix~~of foreign currency. Excluding the impact of foreign currency and ~~volume~~the ~~leverage~~acquisition of Elo Touch, CF Organic Net sales increased by 3.8%.

~~Operating~~Gross ~~income~~margin increased 24to 49.1% in the current ~~quarter~~year compared to 48.7% for the prior year, ~~quarter~~primarily due to ~~higher~~favorable ~~Gross~~impacts ~~profit,~~of ~~partly~~foreign ~~offset by higher Operating expenses~~currency.

Operating income increased 20.7% in the current year compared to the prior year due to higher Gross profit, partially offset by higher Operating expenses.

Table of Contents

~~Year~~Asset toVisibility ~~date~~& ~~2025~~Automation ~~compared~~Segment ~~to Year to date 2024~~ (“AVA”)

Total Net sales for AIT increased $136 million or 11.3% compared to the prior year period, primarily due to higher sales of printing and RFID products. Excluding the impact of foreign currency changes, AIT Organic Net sales increased by 11.6%.

Gross margin increased to 50.1% in the current year period compared to 47.5% for the prior year period, primarily due to favorable business mix and volume leverage along with lower inventory related charges.

Operating income increased 23.3% in the current year period compared to the prior year period due to higher Gross profit, partly offset by higher Operating expenses.

Enterprise Visibility & Mobility Segment (“EVM”)

(amounts in millions, except percentages)

	Three Months Ended										~~Nine Months Ended~~
	September 27,2025			September 28,2024			$ Change		% Change		September 27,2025			September 28,2024			$ Change		% Change
	April 4,2026			March 29,2025			$ Change		% Change
Net sales:
Tangible products	$	~~657~~622		$	~~637~~581		$	2041	37.1	%	$	~~1,954~~		$	~~1,816~~		$	~~138~~	~~7.6~~	%
Services and software	~~208~~48			~~208~~43			—5		—11.6	%	~~632~~			~~632~~			—		—	%
Total Net sales	~~865~~670			~~845~~624			2046		27.4	%	~~2,586~~			~~2,448~~			~~138~~		~~5.6~~	%
Gross profit	~~404~~348			~~414~~316			~~(10)~~32		(210.4)1	%	~~1,226~~			~~1,195~~			31		~~2.6~~	%
Gross margin	4651.79		%	4950.06		%			~~(230)~~130 bps		~~47.4~~		%	~~48.8~~		%			~~(140) bps~~
Operating expenses	~~289~~189			~~272~~181			178		64.34	%	~~860~~			~~810~~			50		~~6.2~~	%
Operating income	$	~~115~~159		$	~~142~~135		$	~~(27)~~24	~~(19~~17.0)8	%	$	~~366~~		$	~~385~~		$	~~(19)~~	~~(4.9)~~	%

~~EVM~~AVA Organic Net sales growth:

	Three Months Ended		~~Nine Months Ended~~
	September 27, 2025		September 27, 2025
	April 4, 2026
EVM Reported GAAP Net sales growth	2.4	%	5.6	%
AVA Reported GAAP Net sales growth	7.4	%
Adjustments:
Impact of foreign currency translations (1)	(02.12)	%	~~0.3~~	%
Impact of acquisitions (2)	(0.34)	%	~~(0.3)~~	%
EVM Organic Net sales growth (3)	2.0	%	5.6	%
AVA Organic Net sales growth (3)	4.8	%

(2)For purposes of computing ~~EVM~~AVA Organic Net sales growth, amounts directly attributable to ~~business~~the ~~acquisitions~~acquisition of Photoneo are excluded for twelve months following ~~their~~the ~~respective~~February ~~acquisitions~~28, 2025 acquisition date.

(3)~~EVM~~AVA Organic Net sales growth is a non-GAAP financial measure. See the Non-GAAP Measures section at the end of this item.

~~Third~~First quarter ~~2025~~2026 compared to ~~third~~first quarter ~~2024~~2025

Total Net sales for ~~EVM~~AVA increased $2046 million or 27.4% compared to the prior year ~~quarter~~, primarily due to higher sales of ~~mobile~~printing ~~computing~~ products, ~~partly~~and ~~offset~~favorable byimpact ~~lower~~of ~~data~~foreign ~~capture products~~currency. Excluding the impacts of foreign currency ~~changes~~ and ~~acquisitions~~the acquisition of Photoneo, ~~EVM~~AVA Organic Net sales increased by 24.08%.

Gross margin ~~decreased~~increased to 4651.79% in the current ~~quarter~~year compared to 4950.06% for the prior year ~~quarter~~, primarily due to ~~unfavorable~~favorable impacts of ~~tariffs~~foreign currency, ~~net~~business ~~of mitigating actions~~mix, ~~along with lower services~~ and ~~software~~productivity ~~margins~~initiatives.

Operating income for the current year increased by 17.8% compared to the prior year due to higher Gross profit, partially offset by higher Operating expenses.

Table of Contents

Operating income for the current year period decreased by 19.0% compared to the prior year quarter due to higher Operating expenses and lower Gross profit.

Year to date 2025 compared to Year to date 2024

Total Net sales for EVM increased $138 million or 5.6% compared to the prior year period, primarily due to higher sales of mobile computing and data capture products. Excluding the impacts of foreign currency changes and acquisitions, EVM Organic Net sales increased by 5.6%.

Gross margin decreased to 47.4% in the current year period compared to 48.8% for the prior year period, primarily due to unfavorable impacts of tariffs, net of mitigating actions, along with lower services and software margins.

Operating income for the current year decreased by 4.9% compared to the prior year period due to higher Operating expenses, partly offset by higher Gross profit.

Liquidity and Capital Resources

The primary factors that influence our liquidity include the amount and timing of cash collections from our customers, cash payments to our suppliers, capital expenditures, acquisitions, and share repurchases. Management believes that our existing capital resources, inclusive of available borrowing capacity on debt and other financing facilities and funds generated from operations, are sufficient to meet anticipated capital requirements and service our indebtedness. The following table summarizes our cash flow activities for the periods indicated (in millions):

	Nine Months Ended
	Three Months Ended
Cash flow provided by (used in):	~~September~~April 274,~~2025~~2026		~~September~~March 2829,~~2024~~2025		$ Change
Operating activities	$	~~560~~176	$	~~707~~178	$	(~~147~~2)
Investing activities	(~~121~~2)		(4282)		~~(79)~~80
Financing activities	(~~286~~185)		(~~127~~119)		(~~159~~66)
Effect of exchange rates on cash balances	~~(1)~~—		—1		(1)
Net change in cash and cash equivalents, including restricted cash	$	152	$	538	$	(386)
Net change in cash and cash equivalents	$	(11)	$	(22)	$	11
Cash flow provided by (used in):
Operating activities	$	176	$	178	$	(2)
Less: Purchases of property, plant and equipment	(13)		(20)		7
Free cash flow (Non-GAAP)(1)	$	163	$	158	$	5

~~The~~(1)Free ~~change~~cash inflow, ~~our~~a ~~cash~~non-GAAP ~~and~~measure, is defined as Net cash ~~equivalents~~provided ~~balance~~by ~~during~~(used ~~the~~in) ~~nine~~operating ~~months~~activities ~~ended~~in ~~September 27,~~a ~~2025~~period ~~compared~~minus topurchases ~~the~~of ~~prior~~property, ~~year~~plant ~~was~~and ~~primarily~~equipment ~~due~~(capital toexpenditures) ~~the~~made ~~following:~~in that period.

~~•$147~~2026 ~~million~~compared ~~decrease in net operating cash inflows primarily due~~ to ~~larger~~2025 reductions in inventory in the prior year, higher employee incentive compensation payments in the current year, and cash receipts from the settlements of terminated interest rate swap agreements in the prior year. These items were partly offset by favorable timing of customer collections.

~~•$79~~The ~~million~~change ~~increase~~ in ~~net~~our ~~investing~~cash and cash ~~outflows~~equivalents ~~primarily~~balance ~~due~~during tothe ~~cash~~three ~~payments~~months ~~for~~ended April 4, 2026 compared to the ~~acquisition~~prior ofyear ~~Photoneo~~was ~~and~~primarily ~~higher~~due ~~capital~~to ~~expenditures.~~the following:

•$~~159~~2 million ~~increase~~decrease in net ~~financing~~operating cash ~~outflows~~inflows primarily due to ~~higher~~the ~~share~~timing ~~repurchases~~of invendor ~~the~~payments ~~current~~and ~~year~~customer collections, ~~partially~~largely offset by ~~net~~lower ~~debt~~incentive ~~repayments~~compensation payments in the ~~prior~~current year ~~as well as the timing of transactions associated with servicing factored receivables~~.

27•$80 million decrease in net investing cash outflows primarily due to the acquisition of Photoneo in the prior year.

~~Table~~•$66 ofmillion ~~Contents~~increase in net financing cash outflows primarily due to higher share repurchases, partially offset by net borrowings on our debt facilities.

Company Debt

The following table shows the carrying value of the Company’s debt (in millions):

	September 27,2025		December 31,2024
	April 4,2026		December 31,2025
Term Loan A	$	1,~~575~~553	$	1,575
Senior Notes	500		500
Receivables Financing Facility	108		108
Revolving Credit Facility	430		275
Total debt	$	2,183	$	2,183
Receivables Financing Facility	177		161
Less: Debt issuance costs	(8)		(9)
Total debt	$	2,660	$	2,511
Less: Unamortized discounts	(2)		(3)
Less: Debt issuance costs	(7)		(8)
Less: Current portion of debt	(66)		(79)
Less: Unamortized discounts	(2)		(2)
Total long-term debt	$	2,107	$	2,092
Less: Current portion of debt	(264)		(141)
Total long-term debt	$	2,387	$	2,361

~~Term Loan A~~27

The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in the first quarter of 2026 and the majority due upon maturity on May 25, 2027. The Company has made and may make prepayments in whole or in part, without premium or penalty, and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. As of September 27, 2025, the Term Loan A interest rate was 5.42%. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Senior Notes

In the second quarter of 2024, the Company completed a private offering of $500 million senior unsecured notes (the “Senior Notes”) with a 6.5% fixed interest rate. The Senior Notes mature on June 1, 2032, and interest is payable semi-annually in arrears in June and December of each year. The Company has the option to or could be required to prepay certain outstanding amounts in the event of certain circumstances or transactions.

Revolving Credit Facility

The Company has a Revolving Credit Facility that is available for working capital and other general business purposes, including letters of credit. As of September 27, 2025, the Company had letters of credit totaling $10 million, which reduced funds available for borrowings under the Revolving Credit Facility from $1,500 million to $1,490 million. As of September 27, 2025 and December 31, 2024, there were no borrowings under the Revolving Credit Facility. Upon borrowing, interest payments are made monthly and are subject to variable rates plus an applicable margin. The Revolving Credit Facility matures on May 25, 2027.

Receivables Financing Facility

As of September 27, 2025, the Company has a Receivables Financing Facility with a borrowing limit of up to $180 million. As collateral, the Company pledges perfected first-priority security interests in its U.S. domestically originated accounts receivable. The Company has accounted for transactions under this facility as secured borrowings. The receivables financing facility matures on March 19, 2027.

As of September 27, 2025, the Company’s Consolidated Balance Sheets included $715 million of gross receivables that were pledged under the facility. As of September 27, 2025, $108 million had been borrowed and was classified as non-current. Borrowings under the facility bear interest at a variable rate plus an applicable margin. As of September 27, 2025, the facility had an average interest rate of 5.21%. Interest is paid monthly on these borrowings.

Table of Contents

In the first quarter of 2026, we increased our borrowings under the Revolving Credit and Receivables ~~Factoring~~Financing Facilities to help fund share repurchases. See Note 10, Long-Term Debt in the Notes to Consolidated Financial Statements for further details related to the Company’s debt instruments.

As of both September 27, 2025 and December 31, 2024, there were a total of $28 million of uncollected receivables that had been sold and removed from the Company’s Consolidated Balance Sheets.

As servicer of sold receivables, the Company had $60 million and $51 million of obligations that were not yet remitted to the bank as of September 27, 2025 and December 31, 2024, respectively. These obligations are included within Accrued liabilities on the Consolidated Balance Sheets, with changes in such obligations reflected within Cash flows from financing activities on the Consolidated Statements of Cash Flows.

See Note 15, Accounts Receivable Factoring in the Notes to Consolidated Financial Statements for further details.

Share Repurchases

OnDuring ~~May 17, 2022,~~ the ~~Company~~first ~~announced~~quarter ~~that its Board~~ of ~~Directors~~2026, ~~authorized~~the aCompany ~~share~~repurchased ~~repurchase program for up to $~~1,294,028 ~~billion of its outstanding~~ shares of common stock. ~~The~~for ~~authorized~~approximately ~~share~~$300 ~~repurchase program does not have a stated expiration date~~million. ~~The~~An ~~level~~additional ~~of the Company’s repurchases depends on a number of factors~~888,963 ~~including~~shares ~~its financial condition, capital requirements, cash flows, results~~ of ~~operations,~~common ~~future~~stock ~~business~~for ~~prospects~~approximately ~~and~~$200 ~~other~~million ~~factors~~were ~~its~~repurchased ~~management~~as ~~may deem relevant. The timing, volume, and nature~~ of repurchases are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the ~~requirements~~date of ~~Rule~~this ~~10b5-1(c) of the Securities Exchange Act of 1934~~filing.

During the first nine months of 2025, the Company repurchased 960,889 shares of common stock for approximately $284 million. As of September 27, 2025, the Company has cumulatively repurchased 1,500,463 shares of common stock for approximately $438 million, resulting in a remaining amount of share repurchases authorized under the May 2022 program of approximately $562 million. Subsequent to the quarter ended September 27, 2025, the Company has repurchased 85,458 shares of common stock for approximately $25 million through October 21, 2025.

Significant Customers

End-users of our offerings are diversified across a wide variety of industries. We have three customers, who are distributors of the Company’s offerings, that individually accounted for more than 10% of our Net sales for the periods presented. In the aggregate, the approximate percentage of our segment and Company total Net sales attributable to these customers was as follows:

	Nine Months Ended
	September 27, 2025						September 28, 2024
	AIT		EVM		Total		AIT		EVM		Total
Significant customers as a % of Net sales	21	%	39	%	60	%	18	%	38	%	56	%

These customers accounted for 60% of accounts receivable as of September 27, 2025. No other customer accounted for more than 10% of total Net sales during the period ended September 27, 2025.

Table of Contents

Safe Harbor

Forward-looking statements contained in this filing are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors, which could cause actual results to differ materially from those expressed or implied in such forward-looking statements. When used in this document and documents referenced, the words “anticipate,” “expect,” “believe,” “intend,” “estimate,” “will,” ~~and~~“plan,” “~~expect~~goal,” “target,” and “strategy” and similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could” as they relate to the Company or its management are intended to identify such forward-looking statements but are not the exclusive means of identifying these statements. Actual results may differ materially from those expressed or implied by forward-looking statements. Any forward-looking statements represent ~~our~~the Company’s views only as of ~~today~~the date of this report and should not be relied upon as representing ~~our~~the Company’s views as of any subsequent date. The forward-looking statements include, but are not limited to, the Company’s financial outlook for the full year of ~~2025~~2026. These forward-looking statements are based on current expectations, forecasts and assumptions, and are subject to the risks and uncertainties inherent in the Company’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include:

•Market acceptance of the Company’s products, services, and software solutions and competitors’ offerings and the potential effects of emerging technologies and changes in customer requirements,

•The effect of global market conditions, including ~~the~~in North America;, Europe, Middle East, and Africa (“EMEA;”), Latin America;, and Asia-Pacific regions in which we do business,

•The impact of changes in foreign exchange rates, customs duties and trade policies due to the ~~global~~large ~~nature~~percentage of ~~Zebra’s~~our ~~business~~sales and operations being outside the U.S.,

•Our ability to ~~control~~effectively manage manufacturing and operating costs,

•Risks related to the manufacturing of the Company’s products and conducting business operations in non-U.S. countries, including the risk of depending on key suppliers who are also in non-U.S. countries,

•The Company’s ability to purchase sufficient materials, parts, and components, and our ability to provide services, software, and products to meet customer demand, particularly in light of global economic conditions,

•The availability of credit and the volatility of capital markets, which may affect our suppliers, customers, and ourselves,

•Success of integrating acquisitions,

•Our ability to attract, retain, develop, and motivate key personnel,

•Interest rate and financial market conditions,

•Access to cash and cash equivalents held outside the U.S.,

•The effect of natural disasters, man-made disasters, public health issues (including pandemics), and cybersecurity incidents on our business, our customers or our contracted third parties,

•The impact of changes in foreign and domestic governmental policies, laws, or regulations,

•The outcome of litigation in which the Company may be involved, particularly litigation or claims related to infringement of third-party intellectual property rights, and

•The outcome of any future tax matters or tax law changes.

We encourage readers of this report to review Part II, Item 1A, “Risk Factors” in this report for further discussion of issues that could affect the Company’s future results. We undertake no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason after the date of this report.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In the current quarter, the Company adopted Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a prospective practical expedient to assume that current conditions as of the balance sheet date will remain unchanged while estimating the expected credit losses on accounts receivables and contract assets. The Company elected to apply the practical expedient beginning January 1, 2026. This ASU did not have an impact to the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU will be effective for the Company’s fiscal December 31, 2025 year-end and will not have an impact on our results of operations, cash flows, or financial condition.28

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain categories of expenses that are included within expense captions presented on the Consolidated Statements of Operations on an annual and interim basis. This ASU will be effective for the Company’s fiscal December 31, 2027 year-end and interim periods thereafter, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that current conditions as of the balance sheet date will remain unchanged while estimating the expected credit losses on accounts receivables and contract assets. This ASU will be effective for the Company beginning in 2026, with early adoption permitted. While we are

Table of Contents

~~currently~~In ~~assessing~~November 2024, the ~~impact~~FASB issued ASU No. 2024-03, Disaggregation of ~~this~~Income ~~ASU~~Statement Expenses, wewhich dorequires ~~not~~disaggregated ~~expect~~disclosure itof tocertain ~~have~~categories aof ~~significant~~expenses ~~impact~~that toare included within expense captions presented on the Consolidated Statements of Operations on an annual and interim basis. This ASU will be effective for the Company’s ~~consolidated~~fiscal December 31, 2027 year-end and interim periods thereafter, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial ~~statements~~condition.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the criteria for capitalizing internal-use software development costs. This ASU will be effective for the Company beginning in 2028, with early adoption permitted. While we are currently assessing the impact of this ASU, we do not expect it to have a significant impact to the Company’s consolidated financial statements.

Non-GAAP Measures

The Company has provided reconciliations of the supplemental non-GAAP financial measures, as defined under the rules of the Securities and Exchange Commission, presented herein to the most directly comparable financial measures calculated and presented in accordance with GAAP.

These supplemental non-GAAP financial measures – Consolidated Organic Net sales growth, ~~AIT~~CF Organic Net sales growth, ~~and~~AVA ~~EVM~~ Organic Net sales growth, and Free cash flow – are presented because our management evaluates our financial results both including and excluding the effects of ~~business~~items ~~acquisitions~~that ~~and~~are ~~foreign~~not ~~currency~~part ~~translation,~~of asongoing ~~applicable~~operations. Management believes that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of our business from period to period and trends in our historical operating results. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with the GAAP financial measures presented.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the Company’s market risk during the quarter ended ~~September~~April 274, ~~2025~~2026. For additional information on market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.


Item 4.			Controls and Procedures

Management’s Report on Disclosure Controls

Our management is responsible for establishing and maintaining adequate disclosure controls as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management assessed the effectiveness of our disclosure controls as of ~~September~~April 274, ~~2025~~2026. Based on this assessment and those criteria, our management believes that, as of ~~September~~April 274, ~~2025~~2026, our disclosure controls were effective.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~September~~April 274, ~~2025~~2026, there have been no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within Zebra have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be ~~circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the~~

3129

Table of Contents

circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

3230

Table of Contents

PART II - OTHER INFORMATION


Item 1.			Legal Proceedings

See Note 1112, Accrued Liabilities, Commitments and Contingencies in the Notes to Consolidated Financial Statements included in this report.


Item 1A.			Risk Factors

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, and the factors identified under “Safe Harbor” in Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, cash flows, or results of operations. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently considers immaterial also may materially adversely affect its business, financial condition, and/or operating results. There have been no material changes to the risk factors included in our Annual Report for the year ended December 31, ~~2024, other than as described below~~2025.

The Company is vulnerable to the potential difficulties associated with the increase in the complexity of our business. We have expanded operations and customer offerings over the last several years both organically and through acquisitions. This has caused increased complexities in the business. We believe our future success depends in part on our ability to manage our growth and increased complexities of our business. The following factors could present difficulties to us:

•Managing our distribution channel partners and end-user customers;

•Managing our contract manufacturing and supply chain;

•Manufacturing an increased number of products;

•Developing and managing custom offerings;

•Managing parties to whom we have outsourced portions of our business operations;

•Managing administrative and operational burdens;

•Managing stakeholder interests including customer, investor and employee social responsibility matters;

•Maintaining and improving information technology infrastructure to support growth and to manage cybersecurity threats;

•Managing the integration of acquisitions;

•Managing logistical problems common to complex, expansive operations;

•Managing impacts of government shutdowns or disruptions, including any adverse effects due to limited government funding and services, such as import and export clearance, regulatory approvals or visa processing;

•Managing our international operations;

•Managing the cost of labor including any union organizing efforts and our responses to such efforts; and

•Attracting, developing and retaining individuals with the requisite technical expertise to develop new technologies and introduce new offerings.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended ~~September~~April 274, ~~2025~~2026:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
June 29, 2025 - July 26, 2025	—	$	—	—	$	596
January 1, 2026 - January 31, 2026	401,640	$	248.97	401,640	$	159
July 27, 2025 - August 23, 2025	65,519	306.84		65,519	576
February 1, 2026 - February 28, 2026	299,478	241.38		299,478	1,087
August 24, 2025 - September 27, 2025	46,345	309.97		46,345	562
March 1, 2026 - April 4, 2026	592,910	215.40		592,910	959
Total	~~111~~1,~~864~~294,028	$	~~308~~231.1383	~~111~~1,~~864~~294,028	$	~~562~~959

33(1)On February 4, 2026, the Company’s Board of Directors authorized additional share repurchases of up to $1 billion of outstanding shares of common stock. This additional authorization did not supersede the existing authorization that was announced in and has been active since 2022. Like the Company’s existing share repurchase authorization, repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934.

Table of Contents

(1)On May 17, 2022, the Company announced that its Board of Directors authorized a share repurchase program for up to $1 billion of its outstanding shares of common stock. Repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. As of September 27, 2025, the Company has cumulatively repurchased 1,500,463 shares of common stock for approximately $438 million, resulting in a remaining amount of share repurchases authorized under the May 2022 program of approximately $562 million.


Item 5.			Other Information

The Company’s Securities Transactions and Confidentiality Policy governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, and is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. None of our directors or executive officers had in effect, adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended ~~September~~April 274, ~~2025~~2026.

3431

Table of Contents


Item 6.			Exhibits

10.1			Form of 2026 performance share agreement for employees (other than the CEO)
10.2			Form of 2026 performance share with relative Total Shareholder Return modifier agreement for executives (including the CEO)
10.3			Form of 2026 restricted stock unit agreement for all employees (including the CEO)
31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2			Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from Zebra Technologies Corporation Quarterly Report on Form 10-Q, for the quarter ended ~~September~~April 274, ~~2025~~2026, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because Inline XBRL tags are embedded in the iXBRL document.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~April 274, ~~2025~~2026 formatted in Inline XBRL (included in Exhibit 101).

3532

Table of Contents

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 thereunto duly authorized.

	ZEBRA TECHNOLOGIES CORPORATION
Date: October 28, 2025	By:	/s/ William J. Burns
Date: May 12, 2026	By:	/s/ William J. Burns
		William J. Burns
		Chief Executive Officer
Date: October 28, 2025	By:	/s/ Nathan Winters
Date: May 12, 2026	By:	/s/ Nathan Winters
		Nathan Winters
		Chief Financial Officer

3633

Filing Compare · ZEBRA TECHNOLOGIES CORP