10-K – 2026-02-12 – zbra-20251231.htm

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 years indicated (in millions):

  Year Ended December 31, $ Change 2025 vs 2024 $ Change 2024 vs 2023
  2025 2024 2023
Cash flow provided by (used in):

Operating activities $ 917  $ 1,013  $ (4) $ (96) $ 1,017 
Investing activities (1,455) (57) (92) (1,398) 35 
Financing activities (239) (190) 117  (49) (307)
Effect of exchange rates on cash balances 1  (3) —  4  (3)
Net (decrease) increase in cash and cash equivalents, including restricted cash $ (776) $ 763  $ 21  $ (1,539) $ 742 

Cash flow provided by (used in):

Operating activities $ 917  $ 1,013  $ (4) $ (96) $ 1,017 
Less: Purchases of property, plant and equipment (86) (59) (87) (27) 28 
Free cash flow (Non-GAAP) (1)
$ 831  $ 954  $ (91) $ (123) $ 1,045 

(1) Free cash flow, a non-GAAP measure, is defined as Net cash provided by (used in) operating activities in a period minus purchases of property, plant and equipment (capital expenditures) made in that period.
2025 vs. 2024
The change in our cash and cash equivalents balance during the current year was primarily due to the following:

• $96 million decrease in net operating cash inflows primarily due to larger 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.

• $1,398 million increase in net investing cash outflows primarily due to the acquisitions of Elo and Photoneo and higher capital expenditures in the current year.

• $49 million increase in net financing cash outflows primarily due to higher share repurchases in the year, partly offset by borrowings to help fund the acquisition of Elo in the fourth quarter as well as the timing of transactions associated with servicing factored receivables.

• Free cash flow remains strong, with the decline compared to the prior year due to lower operating cash inflows and higher capital expenditures, as described above.

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Company Debt
The following table shows the carrying value of the Company’s debt (in millions):
December 31,
2025 2024
Term Loan A $ 1,575  $ 1,575 
Senior Notes 500  500 
Revolving Credit Facility 275  — 
Receivables Financing Facility 161  108 
Total debt $ 2,511  $ 2,183 
Less: Unamortized debt issuance costs (8) (9)
Less: Unamortized discounts (2) (3)
Less: Current portion of debt (141) (79)
Total long-term debt $ 2,361  $ 2,092 

In the fourth quarter of 2025, we increased our borrowings under the Revolving Credit Facility to help fund the acquisition of Elo. See Note 12, Long-Term Debt in the Notes to Consolidated Financial Statements for further details related to the Company’s debt instruments.

Share Repurchases
During the year ended December 31, 2025, the Company repurchased 2,138,127 shares of common stock for approximately $587 million. Subsequent to the year ended December 31, 2025, the Company repurchased 401,649 shares of common stock for approximately $100 million through February 5, 2026. Additionally, on February 4, 2026, the Company’s Board of Directors authorized additional share repurchases of up to $1 billion. The level of the Company’s repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume, and nature of repurchases are also subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time.

Future Cash Requirements
We believe that our Cash and cash equivalents, which totaled $125 million as of December 31, 2025, along with anticipated cash generation from operations and available borrowing capacity on debt and other financing facilities, will be sufficient to fund the Company’s cash requirements during the next 12 months and thereafter based on our current business plans.

Included in the Company’s Cash and cash equivalents are amounts held by foreign subsidiaries, which was $39 million and $52 million as of December 31, 2025 and 2024, respectively. We do not expect that Cash and cash equivalents held by foreign subsidiaries will need to be repatriated to fund the Company’s U.S. operations based on current cash requirements.

Our cash requirements during the next 12 months and thereafter include payments to satisfy the following obligations:

• Purchase obligations — The Company has a limited number of multi-year purchase commitments, primarily related to semiconductors and cloud services, which contain minimum purchase requirements and are non-cancellable. As of December 31, 2025, these multi-year commitments were approximately $101 million. This amount excludes routine purchase orders for goods and services, as well as amounts already reflected within Current liabilities on the Consolidated Balance Sheet. See Note 14, Accrued Liabilities, Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional details.

• Debt obligations — We expect to make total payments of approximately $275 million associated with the Company’s debt facilities in 2026. This expected use of cash is based on the Company’s current borrowings and applicable interest rates and margins as of December 31, 2025, and includes principal and interest payments. In the ordinary course of business, the Company may decide to borrow additional amounts or repay principal earlier than contractually owed, which would affect future cash payments. See Note 12, Long-Term Debt in the Notes to Consolidated Financial Statements for further details related to the Company’s debt facilities.

• Leases obligations — We lease various manufacturing and repair facilities, distribution centers, research facilities, sales and administrative offices, equipment, and vehicles. As of December 31, 2025, the Company’s fixed lease commitments totaled $234 million, of which $49 million is payable in 2026. See Note 13, Leases in the Notes to Consolidated Financial Statements for further details related to the Company’s lease arrangements.

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In addition to the expected cash requirements described above, we may use cash to fund strategic acquisitions, investments, or repurchase common stock under our share repurchase program. In October 2025, we announced our commitment to repurchase $500 million of shares over the following twelve months, of which $403 million had already been repurchased as of February 5, 2026.

We also expect to spend approximately $85 million to $95 million on capital expenditures in 2026.

Critical Accounting Estimates

Management prepared the consolidated financial statements of the Company under accounting principles generally accepted in the U.S. The application of these principles requires the use of estimates which affect the amounts reported in our consolidated financial statements. While we believe that our estimates are reasonable based upon available information, actual results could differ substantially from those estimates. Note 2, Significant Accounting Policies in the Notes to Consolidated Financial Statements provides additional discussion of these items along with other significant accounting policies of the Company. The accounting estimates described below have been identified by Management as those that are most significant to our financial statements.

Income Taxes
We estimate a provision or benefit for income taxes and amounts to be settled or recovered in several tax jurisdictions globally. Our estimates are complex and involve significant judgments and interpretations of regulations. Resolution of income tax treatments in individual jurisdictions may not be known for several years after completion of a given year. We are also required to evaluate the realizability of our deferred tax assets on an ongoing basis, which requires estimation of our ability to generate future taxable income. In particular, our income tax provision or benefit is dependent on our ability to forecast future taxable income in the U.S., U.K., Singapore, and other jurisdictions. Significant judgments included in our forecasts include projecting future sales volumes and pricing, costs to manufacture and procure products and to deliver offerings, among other factors. Our estimate of the current year income tax provision includes the impact of the 2025 U.S. tax legislation.

Acquisitions
We account for acquired businesses using the acquisition method of accounting. This method requires that the purchase price be allocated to the identifiable assets acquired and liabilities assumed at their estimated fair values. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. The estimates used to determine the fair values of long-lived intangible assets can be complex and require judgment. We generally value intangible assets using income-based valuation methodologies, such as the excess earnings method, which require critical estimates that include, but are not limited to, future expected cash flows from revenues and the determination of discount rates.

Goodwill Impairment
Our goodwill impairment testing includes a comparison of the estimated fair value of each of our reporting units to its carrying value. Fair value determinations require judgment and can be sensitive to changes in underlying assumptions, estimates, as well as market factors. We estimate the fair value of reporting units using both income and market-based valuation approaches. Estimating the fair value of reporting units requires that we make assumptions and estimates including projections of revenue and income growth rates as well as cash flows; capital investments; competitive and customer trends; appropriate peer group selection; market-based discount rates and other market factors. Our annual impairment testing, most recently completed in the fourth quarter of 2025 both immediately before and after the Company’s segment and reporting unit change, continues to indicate that the fair values of each of our reporting units exceed their respective carrying values.

Revenue Recognition
We recognize revenues when we transfer control of promised offerings to our customers in an amount that reflects the consideration we expect to receive. The consideration that we expect to receive is estimated by reflecting reductions to our transaction price for product returns, rebates, and other incentives. These estimates are developed using the expected value that the Company anticipates receiving and are based on recent trends observed in similar transactions. Additionally, some of our contracts with customers contain multiple performance obligations, including various hardware, software, and/or services. For such contracts that contain multiple performance obligations, we allocate the estimated total transaction price to each performance obligation based on relative standalone selling prices (“SSP”). The determination of SSP is established at a regional level. SSP is based on observable prices in recent standalone transactions for the same or similar offerings, to the extent available, which is often applicable to tangible products and software licenses. Alternatively, in the absence of recent observable prices, the Company generally applies the expected cost-plus margin approach to professional services, repair and maintenance services, and solution offerings. There were no changes to our estimation processes for consideration received or SSP that materially affected revenues during the year.

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New Accounting Pronouncements
See Note 2, Significant Accounting Policies in the Notes to Consolidated Financial Statements regarding recent accounting pronouncements.

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, CF Organic Net sales growth, AVA Organic Net sales growth (decline), and Free cash flow – are presented because our management evaluates our financial results both including and excluding the effects of business acquisitions and foreign currency translation, as applicable. 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.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Zebra is primarily exposed to the following types of market risk: interest rate and foreign currency.

Interest Rate Risk

We are exposed to interest rate volatility with regard to existing debt issuances. Our exposure is primarily tied to the Secured Overnight Financing Rate (“SOFR”). We periodically use interest rate derivative contracts, including interest rate swaps, to mitigate the Company’s exposure from interest rate changes on existing debt and future debt issuances, thereby reducing the volatility of our financing costs and, based on current and projected market conditions, fix a portion of variable rate debt. Generally, under these interest rate swaps, we agree with a counterparty to exchange variable rate for fixed rate interest amounts with an agreed upon notional amount.

As of December 31, 2025, approximately $2.0 billion of our $2.5 billion of total debt outstanding had interest determined by reference to a variable rate index. A one percentage point increase or decrease in interest rates would increase or decrease annual interest expense by approximately $20 million. Refer to Note 11, Derivative Instruments in the Notes to Consolidated Financial Statements for further discussion of these risk mitigation activities. Exposure to variable interest may increase or decrease, to the extent that the Company’s borrowings under its debt facilities increase or decrease, respectively.

Foreign Currency Risk

We provide offerings in approximately 179 countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates. In some instances, we invoice customers in their local currency and have a resulting foreign currency denominated revenue transaction and accounts receivable. We also purchase certain raw materials and other items in foreign currencies. We manage these risks using derivative financial instruments, including foreign currency exchange contracts. See Note 11, Derivative Instruments in the Notes to Consolidated Financial Statements for further discussions of derivative and hedging activities.

The currencies that we are primarily exposed to fluctuations in foreign currency exchange rates are the Euro, British Pound Sterling, and Czech Koruna. A one percentage point increase or decrease in exchange rates relative to the U.S. Dollar would increase or decrease our pre-tax income by approximately $2 million. This amount is inclusive of the impact of associated derivative contracts.

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Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

  Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
42

Consolidated Balance Sheets as of December 31, 2025 and 2024
45

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
46

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
47

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
48

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
49

Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Zebra Technologies Corporation
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of Elo Holdings, Inc. - Valuation of Developed Technology and Customer Relationships
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Description of the Matter As discussed in Note 5 to the consolidated financial statements, on September 30, 2025, the Company completed the acquisition of Elo Holdings, Inc. (“Elo”) for total consideration of $1,303 million. The acquisition was accounted for as a business combination, which requires, among other things, the assets acquired and the liabilities assumed to be recognized at fair value as of the acquisition date. The Company recognized approximately $277 million of developed technology and $206 million of customer relationships intangible assets related to the Elo acquisition.

Auditing management’s accounting for the Elo acquisition required complex auditor judgment due to the significant estimation in determining the fair value of the developed technology and customer relationships intangible assets acquired. The significant estimation was primarily due to the judgmental nature of the inputs to the valuation model, as well as the sensitivity of the assumptions to the fair value. The significant assumptions used to estimate the fair value of the developed technology intangible asset included the forecasted revenue and related growth rate, EBITDA margin and discount rate and for the customer relationships intangible asset included the forecasted revenue and related growth rate, customer attrition rate and discount rate. These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our
Audit We obtained an understanding of the Company’s process for evaluating the valuation of acquired developed technology and customer relationships intangible assets. We tested the design and operating effectiveness of the Company's controls over the estimation process supporting the measurement and recognition of the developed technology and customer relationships intangible assets.

To test the fair value of the developed technology and customer relationships intangible assets, our audit procedures included, among others, assessing the valuation methodologies, testing the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company. For example, we compared the significant assumptions to historical and current industry, market and economic trends where relevant. We assessed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the developed technology and customer relationships intangible assets resulting from changes in the assumptions. We also involved our valuation specialists to assist in evaluating the valuation methodology and certain significant assumptions such as the discount rate used in the fair value estimate.

Accounting for Uncertain Tax Positions

Description of the Matter As discussed in Note 16 of the financial statements, the Company earns a significant amount of its operating income across multiple jurisdictions. As the Company operates in a multinational tax environment and incurs income tax obligations in a number of jurisdictions, complexities and uncertainties can arise in the application of complex tax regulations to the Company’s multinational operations.

Auditing the application of taxation legislation to the Company’s business operations and structure is inherently complex and requires judgment. These factors impact the evaluation and estimation of certain of the Company’s uncertain tax positions.

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How We Addressed the Matter in Our
Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification of and accounting for those uncertain tax positions. This included controls over the Company’s tax technical assessment of the related cross-jurisdictional transactions and developments impacting the recognition and measurement of those uncertain tax positions.

Our audit procedures included, among others, involving our tax professionals to test the implications of developments impacting the recognition and measurement of certain of the Company’s uncertain tax positions, such as correspondence with tax authorities, tax law changes and changes in the business. We tested the completeness and accuracy of the underlying data and calculations used in the measurement of those uncertain tax positions. We also assessed the completeness of significant tax matters identified related to those uncertain tax positions and the adequacy of the accounting for any potential uncertainty.

/s/ Ernst & Young LLP         

We have served as the Company’s auditor since 2005.
Chicago, Illinois
February 12, 2026
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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
 

December 31,
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 125   $ 901  
Accounts receivable, net of allowances for doubtful accounts of $ 1 million each as of December 31, 2025 and 2024
801   692  
Inventories, net 729   693  
Income tax receivable 31   20  
Prepaid expenses and other current assets 110   134  
Total Current assets 1,796   2,440  
Property, plant and equipment, net 353   305  
Right-of-use lease assets 166   167  
Goodwill 4,727   3,891  
Other intangibles, net 809   422  
Deferred income taxes 414   512  
Other long-term assets 237   231  
Total Assets $ 8,502   $ 7,968  
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 141   $ 79  
Accounts payable 695   633  
Accrued liabilities 558   503  
Deferred revenue 446   453  
Income taxes payable 12   36  
Total Current liabilities 1,852   1,704  
Long-term debt 2,361   2,092  
Long-term lease liabilities 157   155  
Deferred income taxes 32   57  
Long-term deferred revenue 396   304  
Other long-term liabilities 116   70  
Total Liabilities 4,914   4,382  
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 814   669  
Treasury stock at cost, 22,558,911 and 20,645,798 shares as of December 31, 2025 and 2024, respectively
( 2,488 ) ( 1,900 )
Retained earnings 5,279   4,860  
Accumulated other comprehensive loss ( 18 ) ( 44 )
Total Stockholders’ Equity 3,588   3,586  
Total Liabilities and Stockholders’ Equity $ 8,502   $ 7,968  

See accompanying Notes to Consolidated Financial Statements.
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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

  Year Ended December 31,
2025 2024 2023
Net sales:
Tangible products $ 4,418   $ 4,016   $ 3,665  
Services and software 978   965   919  
Total Net sales 5,396   4,981   4,584  
Cost of sales:
Tangible products 2,296   2,100   2,012  
Services and software 507   468   449  
Total Cost of sales 2,803   2,568   2,461  
Gross profit 2,593   2,413   2,123  
Operating expenses:
Selling and marketing 653   600   581  
Research and development 593   563   519  
General and administrative 433   381   334  

Amortization of intangible assets 114   104   104  
Acquisition and integration costs 24   6   6  

Exit and restructuring costs 76   17   98  
Total Operating expenses 1,893   1,671   1,642  
Operating income 700   742   481  
Other (loss) income, net:
Foreign exchange (loss) gain ( 18 ) 5   ( 2 )
Interest expense, net ( 108 ) ( 98 ) ( 133 )
Other expense, net ( 14 ) ( 14 ) ( 12 )
Total Other expense, net ( 140 ) ( 107 ) ( 147 )
Income before income tax 560   635   334  
Income tax expense 141   107   38  

Net income $ 419   $ 528   $ 296  
Basic earnings per share $ 8.24   $ 10.25   $ 5.75  
Diluted earnings per share $ 8.18   $ 10.18   $ 5.72  

See accompanying Notes to Consolidated Financial Statements.

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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
 

  Year Ended December 31,
  2025 2024 2023
Net income $ 419   $ 528   $ 296  
Other comprehensive income, net of tax:
Changes in unrealized (losses) gains on sales hedging ( 26 ) 27   6  

Foreign currency translation adjustment 52   ( 17 ) 6  
Comprehensive income $ 445   $ 538   $ 308  

See accompanying Notes to Consolidated Financial Statements.

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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except share data)
 

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, 2022 51,451,500   $ 1   $ 561   $ ( 1,799 ) $ 4,036   $ ( 66 ) $ 2,733  

Net share issuances and tax withholding payments related to share-based compensation plans 121,681   —  ( 1 ) ( 7 ) —  —  ( 8 )

Share-based compensation —  —  55   —  —  —  55  
Repurchase of common stock ( 194,319 ) —  —  ( 52 ) —  —  ( 52 )
Net income —  —  —  —  296   —  296  
Changes in unrealized gains and losses on sales hedging (net of income taxes) —  —  —  —  —  6   6  

Foreign currency translation adjustment —  —  —  —  —  6   6  
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 257,757   —  ( 35 ) 5   —  —  ( 30 )

Share-based compensation —  —  89   —  —  —  89  
Repurchase of common stock ( 130,560 ) —  —  ( 47 ) —  —  ( 47 )
Net income —  —  —  —  528   —  528  
Changes in unrealized gains and losses on sales hedging (net of income taxes) —  —  —  —  —  27   27  

Foreign currency translation adjustment —  —  —  —  —  ( 17 ) ( 17 )
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 225,014   —  ( 18 ) 4   —  —  ( 14 )

Share-based compensation —  —  163   —  —  —  163  
Repurchase of common stock ( 2,138,127 ) —  —  ( 587 ) —  —  ( 587 )
Excise tax on share repurchases —  —  —  ( 5 ) —  —  ( 5 )
Net income —  —  —  —  419   —  419  
Changes in unrealized gains and losses on sales hedging (net of income taxes) —  —  —  —  —  ( 26 ) ( 26 )

Foreign currency translation adjustment —  —  —  —  —  52   52  
Balance at December 31, 2025 49,592,946   $ 1   $ 814   $ ( 2,488 ) $ 5,279   $ ( 18 ) $ 3,588  

See accompanying Notes to Consolidated Financial Statements.

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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income $ 419   $ 528   $ 296  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 185   172   176  
Impairment of goodwill, intangibles and other assets 45   —   —  

Equity-settled share-based compensation 163   89   55  

Deferred income taxes 21   ( 94 ) ( 36 )
Unrealized gain on forward interest rate swaps —   ( 31 ) ( 9 )
Other, net 14   14   3  
Changes in operating assets and liabilities:
Accounts receivable, net ( 39 ) ( 181 ) 249  
Inventories, net 54   105   50  
Other assets 6   9   ( 25 )
Accounts payable 1   176   ( 365 )
Accrued liabilities ( 29 ) 131   ( 97 )
Deferred revenue 75   ( 13 ) 12  
Income taxes ( 1 ) 68   ( 168 )
Settlement liability —   ( 45 ) ( 180 )
Cash receipts on forward interest rate swaps —   86   26  
Other operating activities 3   ( 1 ) 9  
Net cash provided by (used in) operating activities 917   1,013   ( 4 )
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired ( 1,365 ) —   —  
Purchases of property, plant and equipment ( 86 ) ( 59 ) ( 87 )

Proceeds from sale (purchases) of short-term investments —   5   ( 4 )
Proceeds from the sale of long-term investments 1   —   —  
Purchases of long-term investments ( 5 ) ( 3 ) ( 1 )

Net cash used in investing activities ( 1,455 ) ( 57 ) ( 92 )
Cash flows from financing activities:
Proceeds from issuance of debt 347   651   440  
Payments of debt ( 19 ) ( 694 ) ( 245 )

Payment of debt issuance costs, extinguishment costs and discounts —   ( 9 ) —  
Payments for repurchases of common stock ( 587 ) ( 47 ) ( 52 )
Net payments related to share-based compensation plans ( 14 ) ( 30 ) ( 8 )
Change in unremitted cash collections from servicing factored receivables 34   ( 61 ) ( 18 )

Net cash (used in) provided by financing activities ( 239 ) ( 190 ) 117  
Effect of exchange rate changes on cash and cash equivalents, including restricted cash 1   ( 3 ) —  
Net (decrease) increase in cash and cash equivalents, including restricted cash ( 776 ) 763   21  
Cash and cash equivalents, including restricted cash, at beginning of period 901   138   117  
Cash and cash equivalents, including restricted cash, at end of period $ 125   $ 901   $ 138  
Less restricted cash, included in Prepaid expenses and other current assets —   —   ( 1 )
Cash and cash equivalents at end of period $ 125   $ 901   $ 137  
Supplemental disclosures of cash flow information:
Income taxes paid $ 134   $ 124   $ 252  
Interest paid, net of forward interest rate swaps $ 129   $ 55   $ 111  

See accompanying Notes to Consolidated Financial Statements.
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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Description of Business and Basis of Presentation

Zebra Technologies Corporation and its subsidiaries (“Zebra” or the “Company”) is a global leader focused on digitizing and automating operations and improving enterprise workflows on 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.

Effective in the fourth quarter, the Company’s reportable segments changed to Connected Frontline (“CF”) and Asset Visibility & Automation (“AVA”). This change aligns with how we are operating our business to advance our strategy and the level of detailed financial information reviewed by our chief operating decision-maker going forward. Also effective in the fourth quarter, our segment results exclude share-based compensation expense from the measurement of segment operating income. Historical segment results have been recasted to conform with the current period presentation. These changes did not have an impact on our results of operations, cash flows, or financial condition. Refer to Part I, Item 1 of this document for additional information about our operating segments.

Note 2 Significant Accounting Policies

Principles of Consolidation
These accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S. and include the accounts of Zebra and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Calendar
The Company’s fiscal year is a 52-week period ending on December 31. Interim fiscal quarters end on a Saturday and generally include 13 weeks of operating activity. During the 2025 fiscal year, the Company’s quarter end dates were March 29, June 28, September 27, and December 31.

Use of Estimates
These consolidated financial statements were prepared using estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period as further discussed in the following footnotes to the Consolidated Financial Statements. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash and Cash Equivalents
Cash consists primarily of deposits with banks. Cash equivalents include deposits with banks and other highly liquid investments with original maturities of less than or equal to three months. Cash equivalents are readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of a change in value because of changes in interest rates.

Accounts Receivable
Accounts receivable consist primarily of amounts due to us from our customers, net of variable consideration and an allowance for doubtful accounts. Collateral on trade accounts receivable is generally not required. The Company maintains an allowance for doubtful accounts for estimated uncollectible accounts receivable that is based on expected credit losses. Expected credit losses are estimated based on historical loss experience, the durations of outstanding trade receivables, and expectations of the future economic environment. Accounts are written off against the allowance account when they are determined to be no longer collectible.

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Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is generally determined based on moving-average cost (which approximates cost on a first-in, first-out basis). Manufactured inventory costs include materials, labor, and manufacturing overhead. Purchased inventory cost also includes internal purchasing overhead costs. Raw material inventories primarily consist of product components as well as supplies used in repair operations. Provisions are made to reduce excess and obsolete inventories to their estimated net realizable values as well as to record liabilities on non-cancellable purchase commitments. These provisions are based on forecasted demand, experience with specific customers or suppliers, the age and nature of the inventory or committed purchase, and the ability to redistribute inventory to other programs or rework it into other consumable inventory as well as renegotiate contractual terms with suppliers.

Property, Plant and Equipment
Property, plant and equipment is stated at cost net of accumulated depreciation. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the various classes of property, plant and equipment, which are thirty years for buildings and range from three to ten years for all other asset categories. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or ten years .

Leases
The Company recognizes right-of-use (“ROU”) assets and lease liabilities for its lease commitments with terms greater than one year. Contractual options to extend or terminate lease agreements are reflected in the lease term when they are reasonably certain to be exercised. The initial measurement of ROU assets and lease liabilities is based on the present value of future lease payments over the lease term as of the commencement date. In determining future lease payments, the Company has elected to not separate lease and non-lease components. As the Company’s lease arrangements do not provide an implicit interest rate, we apply the Company’s incremental borrowing rate based on the information available at the commencement date in determining the present value of future lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, the transaction currency of the lease, and the Company’s credit risk relative to risk-free market rates. The Company’s ROU assets are measured including any initial direct costs incurred, net of lease incentives. The Company’s lease agreements do not contain any significant residual value guarantees or restrictive covenants. All leases of the Company are classified as operating leases, with lease expense being recognized on a straight-line basis.

Income Taxes
The Company accounts for income taxes under the liability method in accordance with Accounting Standards Codification (“ASC”) 740 Topic, Income Taxes . Accordingly, deferred income taxes are provided for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting and income tax purposes. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company recognizes the benefit of tax positions when it is more likely than not to be sustained on its technical merits. The Company recognizes interest and penalties related to income tax matters as part of income tax expense. The Company has elected consolidated tax filings in certain of its jurisdictions which may allow the group to offset one member’s income with losses of other members in the current period and on a carryover basis. The income tax effects of non-inventory intra-entity asset transfers are recognized in the period in which the transfer occurs. The Company classifies its balance sheet accounts by applying jurisdictional netting principles for locations where consolidated tax filing elections are in place.

U.S. tax law contains the Global Intangible Low-Taxed Income (“GILTI”), Base Erosion Anti-Avoidance Tax (“BEAT”), and Deduction for Foreign-Derived Intangible Income (“FDII”) provisions, which relate to the taxation of certain foreign income. The Company recognizes its GILTI, BEAT, and FDII inclusions, when applicable, within income tax expense in the year included in its U.S. tax return.

Goodwill
Goodwill is tested annually for impairment, or more frequently if indicators of impairment exist. When evaluating goodwill for impairment as part of our annual assessment, we include consideration of current events and circumstances. Our annual impairment testing also includes a comparison of the estimated fair value of each reporting unit to its carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, goodwill would be considered to be impaired and reduced to its implied fair value. We estimate the fair value of reporting units using a weighted combination of the income and market approaches. The income approach requires management to estimate projected future operating and cash flow results, economic projections, and discount rates. The market approach estimates fair value using comparable marketplace fair value data from a comparable industry group.

As discussed in Note 1, Description of Business and Basis of Presentation , the Company changed its operating segments effective beginning in the fourth quarter of 2025. The Company completed its annual goodwill impairment testing in the fourth quarter of 2025 and, also completed testing both immediately before and after its segment change, none of which resulted in an
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impairment of goodwill. See Note 6, Goodwill and Other Intangibles for additional information related to the allocation of goodwill to the new operating segments.

Other Intangible Assets
Other intangible assets consist primarily of technology and patent rights, customer relationships, and trade names. These assets, which are generally acquired through business combinations, are recorded at fair value upon acquisition and amortized on a straight-line basis over the asset’s useful life which typically ranges from two to eleven years .

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
The Company accounts for long-lived assets in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment, which requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the sum of the undiscounted cash flows expected to result from the use and the eventual disposition of the asset. If such assets are impaired, the impairment to be recognized is the excess of the carrying amount over the fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Investments in Securities
The Company’s investments primarily include equity securities that are accounted for at cost, adjusted for impairment losses or changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. These investments are primarily in venture capital backed technology companies where the Company's ownership interest is less than 20% and the Company does not have the ability to exercise significant influence. See Note 8, Investments for additional information.

Revenue Recognition
Revenues are primarily comprised of sales of hardware, supplies, services, and software offerings. We recognize revenues when we transfer control of promised goods or services to our customers in an amount that reflects the consideration that we expect to receive, which includes estimates of variable consideration, in exchange for those goods or services. We are typically the principal in all elements of our transactions and record Net sales and Cost of sales on a gross basis. Substantially all revenues for tangible products, supplies, and perpetual or term software licenses are recognized at a point in time, which is generally upon shipment, when control and the risks and rewards of ownership have transferred to the customer, and the Company has a contractual right to payment. Revenues for our service offerings and Company-hosted software and solution offerings are typically recognized over time. Our service offerings include repair and maintenance service contracts, as well as professional services such as installation, integration and provisioning that typically occur in the early stages of a project. The average life of an initial repair and maintenance service contract is approximately three years. One year renewals are available thereafter. Professional service arrangements range in duration from a day to several weeks or months.

The Company elects to exclude sales and other governmental taxes that are collected by the Company from a customer, from the transaction price. The Company also considers shipping and handling activities as part of its fulfillment costs and not as a separate performance obligation. See Note 3, Revenues for additional information.

Research and Development Costs
Research and development (“R&D”) costs include:
• Salaries, benefits, and other R&D personnel related costs;
• Consulting and other outside services used in the R&D process;
• Engineering supplies;
• Engineering related information systems costs; and
• Allocation of building and related costs.

R&D costs are expensed as incurred, including those associated with developing and maintaining software within our customer offerings. The Company typically applies a dynamic and iterative approach to developing customer product and software offerings as well as ongoing software maintenance, and feature and functionality enhancement releases, and accordingly, such costs do not meet capitalization criteria.

Advertising
Advertising costs are expensed as incurred. These costs totaled $ 27 million, $ 28 million and $ 31 million for the years ended 2025, 2024 and 2023, respectively.

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Warranties
In general, the Company provides warranty coverage of one year on mobile computers and batteries. Printers are warrantied from one to three years , depending on the product. Advanced data capture products are warrantied from one to five years , depending on the product. Thermal printheads are warrantied from six months to one year , depending on the product, and battery-based products, such as location tags, are covered by a 90-day warranty. Point-of-sale solutions, self-serve kiosks, and interactive touchscreen displays are warrantied from 18 months to five years , depending on the product. A provision for warranty expense is adjusted quarterly based on historical and expected warranty experience.

Contingencies
The Company establishes a liability for loss contingencies when the loss is both probable and estimable. See Note 14, Accrued Liabilities, Commitments and Contingencies for additional information.

Fair Value of Financial Instruments
Fair value is 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. Our financial assets and liabilities that are accounted for at fair value have generally included our employee deferred compensation plan investments, foreign currency forwards, and interest rate swaps. In accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”) , we recognize derivative instruments and hedging activities as either assets or liabilities on the Consolidated Balance Sheets and measure them at fair value. Accounting for the gains and losses on our derivatives resulting from changes in fair value is dependent on the use of the derivative and whether it is designated and qualifies for hedge accounting.
The Company utilizes foreign currency forwards to hedge certain foreign currency exposures. We use broker quotations or market transactions, in either the listed or over-the-counter markets, to value our foreign currency exchange contracts. The Company also periodically utilizes interest rate swaps to hedge a portion of the variability in future cash flows on debt. We use relevant observable market inputs at quoted intervals, such as forward yield curves and the Company’s own credit risk, to value our interest rate swaps. See Note 11, Derivative Instruments for additional information on the Company’s derivatives and hedging activities.
The Company’s securities held for its deferred compensation plans are measured at fair value using quoted prices in active markets for identical assets. If active markets for identical assets are not available to determine fair value, then we use quoted prices for similar assets or inputs that are observable either directly or indirectly.

The carrying amounts of cash and cash equivalents, receivables, and accounts payable approximate fair value due to the short-term nature of those financial instruments. See Note 10, Fair Value Measurements for information related to financial assets and liabilities carried at fair value.

Share-Based Compensation
The Company has share-based compensation plans and an employee stock purchase plan under which shares of Class A Common Stock are available for future grant and purchase. The Company recognizes compensation costs over the required service period of awards, which is typically three years ; subject to certain employment conditions. These costs are recognized net of estimated forfeitures. Compensation costs associated with awards with graded vesting terms are recognized on a straight-line basis. See Note 15, Share-Based Compensation for additional information.

Foreign Currency Translation
The balance sheet accounts of the Company’s subsidiaries that have not designated the U.S. Dollar as its functional currency are translated into U.S. Dollars using the period-end exchange rate, and statement of earnings items are translated using the average exchange rate for the period. The resulting translation gains or losses are recorded in Stockholders’ equity as a cumulative translation adjustment, which is a component of accumulated comprehensive loss (“AOCI”) within the Consolidated Balance Sheets.

Acquisitions
We account for acquired businesses using the acquisition method of accounting which requires that the purchase price be allocated to the identifiable assets acquired and liabilities assumed, generally measured at their estimated fair values. The excess of the purchase price over the identifiable assets acquired and liabilities assumed is recorded as goodwill. The estimates used to determine the fair values of long-lived assets, such as intangible assets, can be complex and require judgment. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from revenues and the determination of discount rates. Management’s estimates of fair value are based on estimates and assumptions utilized as part of the purchase price allocation process and are believed to be reasonable; however, elements of these estimates and assumptions are inherently uncertain and subject to refinement during the measurement period, which is up to one year after the acquisition date.

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Recently Adopted Accounting Pronouncements
In the current year, the Company adopted Accounting Standards Update (“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 was applied retrospectively and did not have an impact on our results of operations, cash flows, or financial condition.

Recently Issued Accounting Pronouncements Not Yet Adopted
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. We have assessed the impact of this ASU and do not expect it to have a significant impact to the Company’s consolidated financial statements.

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.

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. To determine total expected consideration, the Company estimates elements of variable consideration, which primarily include product rights of return, rebates, and other incentives. These estimates are developed using the expected value method and are reviewed and updated, as necessary, at each reporting period. Revenues, inclusive of variable consideration, are recognized to the extent it is probable that a significant reversal in cumulative revenues recognized will not occur in future periods.

We enter into contracts that may include combinations of tangible products, services, and software solutions, which are generally capable of being distinct and accounted for as separate performance obligations. We evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract has more than one performance obligation. This evaluation requires judgment, and the decision to combine a group of contracts or separate the combined or single contract into multiple distinct performance obligations may impact the amount of revenue recorded in a reporting period. We deem performance obligations to be distinct if the customer can benefit from the product or service on its own or together with readily available resources (“capable of being distinct”) and if the transfer of products, services, or software solutions is separately identifiable from other promises in the contract (“distinct within the context of the contract”).

For contract arrangements that include multiple performance obligations, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices for each performance obligation. In general, standalone selling prices are observable for tangible products and software licenses, while standalone selling prices for professional services, repair and maintenance services, and solutions are developed primarily with an expected cost-plus margin approach. Regional pricing, marketing strategies, and business practices are evaluated to derive estimated standalone selling prices.

The Company recognizes revenue for each performance obligation upon transfer of control of the promised goods or services. Control is deemed to have been transferred when the customer has the ability to direct the use of and has obtained substantially all of the remaining benefits from the goods and services. The determination of whether control transfers at a point in time or over time requires judgment and includes our consideration of the following: 1) whether the customer simultaneously receives and consumes the benefits provided as the Company performs its promises; 2) whether the Company’s performance creates or enhances an asset that is under control of the customer; and 3) whether the Company’s performance does not create an asset with an alternative use to the Company, while the Company has an enforceable right to payment for its performance completed to date.

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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, CF and AVA, for the years ended December 31, 2025, 2024 and 2023 (in millions):

Year Ended December 31, 2025

Segment Tangible Products Services and Software Total
CF $ 2,156   $ 804   $ 2,960  
AVA 2,262   174   2,436  

Total $ 4,418   $ 978   $ 5,396  

Year Ended December 31, 2024
Segment Tangible Products Services and Software Total
CF $ 1,916   $ 798   $ 2,714  
AVA 2,100   167   2,267  

Total $ 4,016   $ 965   $ 4,981  

Year Ended December 31, 2023

Segment Tangible Products Services and Software Total
CF $ 1,522   $ 758   $ 2,280  
AVA 2,143   161   2,304  

Total $ 3,665   $ 919   $ 4,584  

In addition, refer to Note 20, 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 transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year was $ 1.17 billion and $ 1.19 billion, inclusive of deferred revenue, as of December 31, 2025 and 2024, respectively. On average, remaining performance obligations as of December 31, 2025 and 2024 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 $ 12 million and $ 11 million as of December 31, 2025 and 2024, 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 years ended December 31, 2025, 2024 and 2023, respectively.

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 $ 842 million and $ 757 million as of December 31, 2025 and 2024, respectively. The Company recognized $ 441 million, $ 455 million and $ 432 million in revenue that was previously included in the beginning balance of deferred revenue during the years ended December 31, 2025, 2024 and 2023, respectively.

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Our payment terms vary by the type and location of our customer and the products, services, or software solutions offered. The time between invoicing and when payment is due is not significant. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts do not include a significant financing component.

Costs to Obtain a Contract
Our incremental direct costs of obtaining a contract, which consist of sales commissions and incremental fringe benefits, are deferred and amortized over the weighted-average contract term. The incremental costs to obtain a contract are derived at a portfolio level and amortized on a straight-line basis. The total ending balance of deferred costs to obtain a contract, which are recorded in Prepaid expenses and other current assets or Other long-term assets on the Consolidated Balance Sheets, depending on the timing of expected amortization, was $ 32 million and $ 38 million as of December 31, 2025 and 2024, respectively. Amortization expense, which is recorded in Selling and marketing expense on the Consolidated Statements of Operations, was $ 30 million, $ 29 million and $ 26 million during the years ended December 31, 2025, 2024 and 2023, respectively. Incremental costs of obtaining a contract are expensed as incurred if the amortization period would be less than one year.

Note 4 Inventories

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

December 31,
2025 December 31,
2024
Raw materials (1)
$ 230   $ 248  
Work in process 7   4  
Finished goods 492   441  
Total Inventories, net $ 729   $ 693  

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

Note 5 Business Acquisitions

Elo
On September 30, 2025, the Company acquired all of the equity interests in Elo Holdings, Inc. (“Elo”), an innovator of solutions that engage customers, enhance self-service, and accelerate automation across a wide range of end markets. Through its acquisition, the Company expanded its portfolio of self-service and consumer-facing workflow offerings.

The acquisition was accounted for under the acquisition method of accounting for business combinations. The Company’s purchase consideration was $ 1,303 million comprised of cash paid, net of Elo’s cash on-hand.

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 fair value of the net assets acquired was based on several estimates and assumptions, as well as customary valuation techniques, primarily the excess earnings method for technology, the distributor method for customer relationships and the relief from royalty method for trade names. While we believe these estimates provide a reasonable basis to record the net assets acquired, the purchase price allocation is considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. The primary fair value estimates still considered preliminary as of December 31, 2025 include intangible assets and income tax-related items.

The preliminary purchase price allocation to assets acquired and liabilities assumed was as follows (in millions):

Identifiable intangible assets $ 501  
Inventory 96  
Accounts receivable 59  
Other assets acquired 41  
Deferred tax liabilities ( 62 )
Accounts payable ( 48 )
Other liabilities assumed ( 60 )
Net assets acquired $ 527  
Goodwill on acquisition 776  
Total purchase price $ 1,303  

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The $ 776  million of goodwill, which is non-deductible for tax purposes, has been allocated to the CF segment and principally relates to the planned global expansion and integration of Elo into the Company’s self-service and consumer-facing workflow offerings.

The purchase price allocation to identifiable intangible assets acquired was as follows:

Fair Value (in millions) Useful Life (in years)
Technology $ 277   7
Customer relationships 206   10
Trade name 18   3
Total identifiable intangible assets $ 501  

The operating results have been included in the Company’s Consolidated Balance Sheets and Statements of Operations beginning on the acquisition date. Since the September 30, 2025 acquisition, Elo contributed approximately $ 96  million of Zebra’s consolidated net sales.

The unaudited pro forma net sales of Zebra, assuming that the Elo acquisition was completed on January 1, 2024, were $ 5,711  million and $ 5,350  million during the fiscal years ended December 31, 2025 and 2024, respectively. Such unaudited pro forma financial information may not be indicative of the results that would have been obtained had the Elo acquisition actually occurred at the beginning of 2024, nor is it intended to be a projection of future results.

Photoneo
On February 28, 2025, the Company acquired all of the equity interests in Photoneo, a leading developer and manufacturer of 3D machine vision offerings.

The acquisition was accounted for under the acquisition method of accounting for business combinations. 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 each have estimated useful lives of 7 years.

The Company utilized estimated fair values as of the acquisition date to allocate the total purchase consideration to the identifiable assets acquired and liabilities assumed. The fair value of the net assets acquired was based on several estimates and assumptions, as well as customary valuation techniques, primarily the excess earnings method for technology and the distributor method for customer relationships.

The $ 34  million of goodwill, which is deductible for tax purposes, has been allocated to the AVA segment and principally relates to the expansion of our machine vision offerings across several industries.

Acquisition and integration costs
The Company incurred $ 24 million, $ 6 million and $ 6 million of acquisition-related costs during the years ended December 31, 2025, 2024 and 2023 , respectively. These costs are included within Acquisition and integration costs on the Consolidated Statements of Operations and are primarily related to third-party transaction and advisory fees, and integration activities associated with our business acquisitions .

Note 6 Goodwill and Other Intangibles

Goodwill
Changes in the net carrying value of goodwill by segment were as follows (in millions):

  CF AVA Total

Goodwill as of December 31, 2024 $ 2,085   $ 1,806   $ 3,891  
Elo acquisition 776   —   776  
Photoneo acquisition —   34   34  
Foreign exchange impact 3   23   26  
Goodwill as of December 31, 2025 $ 2,864   $ 1,863   $ 4,727  

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As discussed in Note 1, Description of Business and Basis of Presentation , the Company changed its operating segments effective in the fourth quarter of 2025. Existing goodwill was reallocated to the new reporting units on a relative fair value basis. No events occurred during the fiscal years ended 2025, 2024 or 2023 that indicated it was more likely than not that our goodwill was impaired. See Note 5, Business Acquisitions for further details related to the Company’s acquisitions and purchase price allocations.

Other Intangibles, net
The balances in Other Intangibles, net consisted of the following (in millions):

  As of December 31, 2025 As of December 31, 2024
  Gross Carrying Amount Accumulated
Amortization & Impairment Net Gross Carrying Amount Accumulated
Amortization & Impairment Net
Amortized intangible assets
Technology and patents $ 1,248   $ ( 843 ) $ 405   $ 949   $ ( 737 ) $ 212  
Customer and other relationships 1,079   ( 693 ) 386   857   ( 647 ) 210  
Trade names 85   ( 67 ) 18   65   ( 65 ) —  

Total $ 2,412   $ ( 1,603 ) $ 809   $ 1,871   $ ( 1,449 ) $ 422  

 
Amortization expense was $ 114 million, $ 104 million and $ 104 million for years ended December 31, 2025, 2024 and 2023, respectively.

In relation to the Company’s decision to dispose of or exit its robotics automation solutions business, we recognized an impairment loss of $ 34  million on our technology and patent-related intangible assets during the year ended December 31, 2025. See Note 9, Exit and Restructuring Costs for additional information.

Estimated future intangible asset amortization expense is as follows (in millions):

Year Ended December 31,
2026 $ 149  
2027 135  
2028 122  
2029 94  
2030 86  
Thereafter 223  
Total $ 809  

Note 7 Property, Plant and Equipment

Property, plant and equipment, net is comprised of the following (in millions):

  December 31,
  2025 2024
Buildings $ 114   $ 99  
Land 8   7  
Machinery and equipment 422   377  
Furniture and office equipment 35   33  
Software and computer equipment 79   107  
Leasehold improvements 141   115  
Projects in progress 60   43  
Property, plant and equipment, gross $ 859   $ 781  
Less accumulated depreciation ( 506 ) ( 476 )
Property, plant and equipment, net $ 353   $ 305  

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Depreciation expense was $ 71 million, $ 68 million and $ 72 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Note 8 Investments

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

Year Ended December 31,
2025 2024 2023
Balance at the beginning of the period $ 110   $ 113   $ 113  
Loss on long-term investments ( 11 ) ( 6 ) ( 1 )
Purchases of long-term investments 5   3   1  
Proceeds from sale of long-term investments ( 1 ) —   —  
Balance at the end of the period $ 103   $ 110   $ 113  

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 9 Exit and Restructuring Costs

In the fourth quarter of 2025, the Company decided to dispose of or exit its robotics automation solutions business in an effort to better align resources with its strategic priorities. In relation to this decision, the Company incurred approximately $ 55  million in total one-time costs during the year ended December 31, 2025, principally consisting of long-lived asset impairments of $ 45  million, including an intangible asset impairment of $ 34  million, an ROU lease asset impairment of $ 8  million, and property, plant and equipment impairment of $ 3  million. The other one-time costs consisted of employee severance and working capital charges.

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. Exit and restructuring charges associated with the 2025 Productivity Plan, which primarily consisted of employee severance and benefits, were $ 21  million during the year ended December 31, 2025.

The one-time costs associated with the planned disposal or exit of our robotics automation solutions business and the 2025 Productivity Plan are classified within Exit and restructuring on the Consolidated Statements of Operations.

The Company’s outstanding payment obligations of $ 23  million associated with the above actions are reflected within Accrued liabilities on the Consolidated Balance Sheets.

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

Year Ended December 31,
2025 2024 2023
Balance as of the beginning of the year $ 4   $ 22   $ 9  
Exit and restructuring charges, excluding long-lived asset impairments and working capital charges 27 17 98
Non-cash utilization — ( 3 ) ( 13 )
Cash payments ( 8 ) ( 32 ) ( 72 )
Balance as of the end of the year $ 23   $ 4   $ 22  

Exit and restructuring costs incurred during the years ended December 31, 2024 and 2023 related to the Company’s 2022 Productivity Plan and 2023 voluntary retirement plan.

Note 10 Fair Value Measurements

Financial assets and liabilities are measured using inputs from three levels of the fair value hierarchy in accordance with 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
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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.
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 December 31, 2025 are classified below (in millions):

Level 1 Level 2 Level 3 Total    
Assets:

Investments related to the deferred compensation plan $ 48   $ —   $ —   $ 48  
Total Assets at fair value $ 48   $ —   $ —   $ 48  
Liabilities:
Foreign exchange contracts (1)
$ 2   $ 5   $ —   $ 7  

Liabilities related to the deferred compensation plan 48   —   —   48  
Total Liabilities at fair value $ 50   $ 5   $ —   $ 55  

The Company’s financial assets and liabilities carried at fair value as of December 31, 2024 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 41   —   —   41  
Total Assets at fair value $ 42   $ 30   $ —   $ 72  
Liabilities:

Liabilities related to the deferred compensation plan 41   —   —   41  
Total Liabilities at fair value $ 41   $ —   $ —   $ 41  

(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 (Level 2). Except, if the hedge has matured but not yet settled as of period end, then the fair value is calculated at the amount at which the hedge is being settled (Level 1).

Note 11 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 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):
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Asset (Liability)
Fair Values as of December 31,
Balance Sheets Classification 2025 2024
Derivative instruments designated as hedges:
    Foreign exchange contracts Prepaid expenses and other current assets $ —   $ 30  
    Foreign exchange contracts Accrued liabilities ( 5 ) —  

Total derivative instruments designated as hedges $ ( 5 ) $ 30  

Derivative instruments not designated as hedges:
    Foreign exchange contracts Prepaid expenses and other current assets $ —   $ 1  

    Foreign exchange contracts Accrued liabilities ( 2 ) —  

Total derivative instruments not designated as hedges $ ( 2 ) $ 1  
Total net derivative (liability) asset $ ( 7 ) $ 31  

The following table presents the net gains (losses) from changes in fair values of derivatives that are not designated as hedges (in millions):
Gains (Losses) Recognized in Income
Statements of Operations Classification Year Ended December 31,
2025 2024 2023
Derivative instruments not designated as hedges:
    Foreign exchange contracts Foreign exchange (loss) gain $ ( 24 ) $ 4   $ ( 4 )
    Forward interest rate swaps Interest expense, net —   31   9  
Total net (loss) gain recognized in income $ ( 24 ) $ 35   $ 5  

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

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 December 31, 2025 or December 31, 2024.

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.

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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 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 $ 39 million of losses for the year ended December 31, 2025, $ 11 million of gains for the year ended December 31, 2024 and $ 15 million of losses for the year ended December 31, 2023. As of December 31, 2025 and 2024, the notional amounts of the Company’s foreign exchange cash flow hedges were € 582 million and € 592 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. The notional values and the net fair values of these outstanding contracts were as follows (in millions):

December 31,
  2025 2024
Notional balance of outstanding contracts:
British Pound/U.S. Dollar £ 14   £ 5  
Euro/U.S. Dollar € 92   € 146  

Euro/Czech Koruna € 13   € 16  

Japanese Yen/U.S. Dollar ¥ 395   ¥ 360  
Singapore Dollar/U.S. Dollar S$ 16   S$ 23  
Mexican Peso/U.S. Dollar Mex$ 250   Mex$ 142  

Polish Zloty/U.S. Dollar zł 71   zł 53  
Net fair value of (liabilities) assets of outstanding contracts $ ( 2 ) $ 1  

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 Facility, which bear interest at variable rates plus applicable margins. The Company manages its exposure to changes in interest rates on variable rate borrowings by periodically utilizing interest rate swaps to economically hedge interest rate exp osure based on current and projected market conditions.

The Company had no active interest rate swap agreements during the year ended December 31, 2025.

In 2024, the Company terminated all of its interest rate swap agreements, none of which were designated as hedges, resulting in a $ 77  million cash receipt that is classified within Cash flows from operating activities on the Consolidated Statements of Cash Flows. Total cash receipts for the fiscal year ended 2024 were $ 86  million.

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Note 12 Long-Term Debt

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

December 31,
2025 2024
Term Loan A $ 1,575   $ 1,575  
Senior Notes 500   500  
Revolving Credit Facility 275   —  
Receivables Financing Facility 161   108  
Total debt $ 2,511   $ 2,183  
Less: Unamortized debt issuance costs ( 8 ) ( 9 )
Less: Unamortized discounts ( 2 ) ( 3 )
Less: Current portion of debt ( 141 ) ( 79 )
Total long-term debt $ 2,361   $ 2,092  

As of December 31, 2025, the future maturities of debt are as follows (in millions):

2026 $ 141  
2027 1,870  
2028 —  
2029 —  
2030 —  
Thereafter 500  
Total future maturities of debt $ 2,511  

All borrowings as of December 31, 2025 were denominated in U.S. Dollars.
The estimated fair value of the Company’s debt approximated $ 2.5 billion and $ 2.2 billion as of December 31, 2025 and 2024, respectively. 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 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 December 31, 2025, the Term Loan A interest rate was 4.97 %. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Senior Notes
The Company’s senior unsecured notes (the “Senior Notes”) 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 December 31, 2025, the Company had letters of credit totaling $ 10 million, which reduced remaining funds available for borrowings under the Revolving Credit Facility to $ 1,215 million. As of December 31, 2025, the Revolving Credit Facility had an average interest rate of 4.79 %. 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.
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Receivables Financing Facility
As of December 31, 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 December 31, 2025, the Company’s Consolidated Balance Sheets included $ 738 million of gross trade receivables that were pledged under the facility. As of December 31, 2025, $ 161 million had been borrowed, of which $ 53 million was classified as current. Borrowings under the facility bear interest at a variable rate plus an applicable margin. As of December 31, 2025, the facility had an average interest rate of  4.74 %. 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 December 31, 2025, the Company was in compliance with all debt covenants.

Note 13 Leases

The Company leases various manufacturing and repair facilities, distribution centers, research facilities, sales and administrative offices, equipment, and vehicles. All leases are classified as operating leases with remaining terms of up to 10 years, with certain leases containing renewal options and termination options. The Company records ROU assets and lease liabilities on the Consolidated Balance Sheets associated with the fixed lease and non-lease payments of leases with terms greater than one year.

The following table presents activities associated with our leases (in millions):

December 31,
2025 2024 2023
Fixed lease expenses $ 48   $ 50   $ 52  
Variable lease expenses 17   20   35  
Total lease expenses $ 65   $ 70   $ 87  

Cash paid for leases $ 67   $ 72   $ 82  

ROU assets obtained in exchange for lease obligations $ 30   $ 44   $ 55  
Reductions of ROU assets and lease liabilities ( 2 ) ( 7 ) ( 1 )
Net non-cash increases to ROU assets and lease liabilities $ 28   $ 37   $ 54  

ROU asset impairments
$ 8   $ —   $ —  

Variable lease expenses incurred were not included in the measurement of the Company’s ROU assets and lease liabilities. These expenses consisted primarily of distribution center service costs that were based on product distribution volumes, as well as non-fixed common area maintenance, real estate taxes, and other operating costs associated with various facility leases. Expenses related to short-term leases were not significant.

Cash payments for leases are included within Net cash provided by (used in) operating activities on the Consolidated Statements of Cash Flows.

ROU assets obtained in exchange for lease obligations include new lease arrangements entered into by the Company, contract modifications that extend lease terms and/or provide us additional rights, changes in assessments that render it reasonably certain that lease renewal options will be exercised based on facts and circumstances that arose during the period, as well as lease arrangements obtained through acquisitions.

Reductions of the Company’s ROU assets and lease liabilities generally relate to contract modifications to lease agreements that result in a reduction to future minimum lease payments, as well as changes in assessments that render it no longer reasonably certain that lease renewal options will be exercised based on facts and circumstances that arose during the period.
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In relation to the Company’s decision to dispose of or exit its robotics automation solutions business, we recognized an impairment loss of $ 8  million on an ROU asset during the year ended December 31, 2025. See Note 9, Exit and Restructuring Costs for additional information related to the financial statement impacts of these actions.

The weighted average remaining term of the Company’s leases was approximately 5 years as of December 31, 2025 and 6 years each as of December 31, 2024 and 2023. The weighted average discount rate used to measure the ROU assets and lease liabilities was approximately 6 % each as of December 31, 2025, 2024 and 2023.
Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows (in millions):

2026 $ 49  
2027 41  
2028 38  
2029 32  
2030 26  
Thereafter 48  
Total future minimum lease payments $ 234  
Less: Interest ( 39 )
Present value of lease liabilities $ 195  

Reported as of December 31, 2025:
Current portion of lease liabilities $ 38  
Long-term lease liabilities 157  
Present value of lease liabilities $ 195  

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

Revenues earned from lease arrangements under which the Company is a lessor during the years ended December 31, 2025, 2024 and 2023 were not significant.

Note 14 Accrued Liabilities, Commitments and Contingencies

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

December 31,
2025 2024
Incentive compensation $ 150   $ 174  
Unremitted cash collections due to banks on factored accounts receivable 84   51  
Payroll and benefits 75   76  
Customer rebates 63   56  
Current portion of lease liabilities 38   36  
Current portion of warranty liabilities 28   26  
Freight and duty 26   12  
Exit and restructuring 23   4  

Other 71   68  
Accrued liabilities $ 558   $ 503  

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

  Year Ended December 31,
Warranty Reserve 2025 2024 2023
Balance at the beginning of the year $ 26   $ 27   $ 26  
Acquisitions 2   —   —  
Warranty expense 39   28   29  
Warranties fulfilled ( 33 ) ( 29 ) ( 28 )
Balance at the end of the year $ 34   $ 26   $ 27  

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

Commitments
The Company has a limited number of multi-year purchase commitments, primarily related to semiconductors and cloud services, which contain minimum purchase requirements and are non-cancellable. Commitments under these multi-year contracts, which exclude routine purchase orders for goods and services, are as follows (in millions):

2026 $ 59  
2027 35  
2028 3  
2029 1  
2030 1  
Thereafter 2  
Total $ 101  

We record a liability for non-cancellable purchase commitments for quantities in excess of our forecasted demand consistent with the assessment of net realizable value of our inventory. There was no liability for these purchase commitments as of December 31, 2025 or 2024.

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 15 Share-Based Compensation

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 December 31, 2025, the Company had 1,279,139 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 and associated income tax benefit, excluding the effects of excess tax benefits or shortfalls, are included in the Consolidated Statements of Operations as follows (in millions):
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  Year Ended December 31,
Compensation costs and related income tax benefit 2025 2024 2023
Cost of sales $ 12   $ 9   $ 6  
Selling and marketing 36   27   16  
Research and development 51   36   25  
General and administration 76   38   19  
Total compensation expense $ 175   $ 110   $ 66  
Income tax benefit $ 29   $ 18   $ 13  

As of December 31, 2025, the total unearned compensation cost related to the Company’s share-based compensation plans was $ 138 million, which will be recognized over the weighted average remaining service period of approximately 1.4 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. Beginning in 2025, the annual employee equity incentive awards were granted in the first quarter. The non-employee director equity awards will continue to be granted in the second quarter. 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. The Company’s 2025 award agreement provisions resulted in accelerated recognition of compensation cost in the year of award as compared to previous awards.

Stock-settled awards
The Company’s awards are 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 as 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.
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A summary of the Company’s restricted and performance stock-settled awards for the years ended December 31, 2025, 2024 and 2023 is as follows:

Year Ended December 31, 2025
RSUs PSUs
Units Weighted-Average Grant Date Fair Value Units Weighted-Average Grant Date Fair Value
Outstanding at beginning of year 482,067   $ 295.39   241,946   $ 304.44  
Granted 360,927   292.50   98,404   306.77  
Released ( 221,552 ) 298.86   ( 65,647 ) 362.95  
Forfeited
( 17,643 ) 296.72   ( 2,379 ) 292.45  
Outstanding at end of year 603,799   $ 292.35   272,324   $ 291.28  

Year Ended December 31, 2024
RSUs PSUs
Units Weighted-Average Grant Date Fair Value Units Weighted-Average Grant Date Fair Value
Outstanding at beginning of year 437,379   $ 299.19   195,932   $ 334.59  
Granted 277,390   309.99   88,029   309.05  
Released ( 210,972 ) 322.67   ( 35,597 ) 482.42  
Forfeited ( 21,730 ) 293.83   ( 6,418 ) 304.52  
Outstanding at end of year 482,067   $ 295.39   241,946   $ 304.44  

Year Ended December 31, 2023
RSUs PSUs
Units Weighted-Average Grant Date Fair Value Units Weighted-Average Grant Date Fair Value
Outstanding at beginning of year 242,732   $ 404.19   105,928   $ 406.89  
Granted 336,168   260.31   104,620   258.57  
Released ( 95,837 ) 412.47   ( 64 ) 482.42  
Forfeited ( 45,684 ) 332.66   ( 14,552 ) 313.74  
Outstanding at end of year 437,379   $ 299.19   195,932   $ 334.59  

Stock Appreciation Rights (“SARs”)
SARs were previously granted as part of the Company’s annual share-based compensation incentive program. 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 were $ 16 million and $ 54 million as of December 31, 2025,and 2024, respectively. The weighted-average remaining contractual life of SARs was less than 1 year as of December 31, 2025, with all of 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. Cash settlement is based on the fair value of share equivalents at the time of vesting, which was $ 14 million, $ 13 million and $ 9 million during the years ended December 31, 2025, 2024 and 2023, respectively. Share-equivalents issued under these programs totaled 79,663 , 59,266 and 45,460 during the years ended December 31, 2025, 2024 and 2023, respectively.

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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 December 31, 2025, 1,261,305 shares remained available for future purchase.

Note 16 Income Taxes

The geographical sources of income before income taxes were as follows (in millions)

Year Ended December 31,
  2025 2024 2023
Domestic $ 360   $ 486   $ 167  
Foreign 200   149   167  
Total $ 560   $ 635   $ 334  

Income tax expense (benefit) consisted of the following (in millions):

Year Ended December 31,
  2025 2024 2023
Federal (national) $ 81   $ 46   $ ( 3 )
State 16   17   1  
Foreign 44   44   40  
Total $ 141   $ 107   $ 38  

The Company’s effective tax rates were 25.2 %, 16.9 % and 11.4 % for the years ended December 31, 2025, 2024 and 2023, respectively.

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A reconciliation of the U.S. federal statutory income tax rate to our actual income tax rate is provided below (in millions):

Year Ended December 31,
2025 2024 2023
Amount Percent Amount Percent Amount Percent
U.S. Federal Statutory Tax Rate $ 118   21.0   % $ 133   21.0   % $ 70   21.0   %
State and Local Income Taxes, net of federal income tax effect (1)
12   2.2   16   2.5   1   0.2  
Foreign Tax Effects
Singapore
Statutory tax rate difference between Singapore and United States ( 1 ) ( 0.3 ) ( 1 ) ( 0.2 ) ( 4 ) ( 1.1 )
Other —   —   1   0.1   —   —  
Canada

Changes in valuation allowance ( 21 ) ( 3.8 ) ( 5 ) ( 0.8 ) 5   1.4  

Other —   —   3   0.4   ( 7 ) ( 2.1 )
Luxembourg
Effect of Changes in Tax Laws or Rates Enacted in the Current Period —   —   15   2.3   —   —  
Changes in valuation allowance —   —   ( 13 ) ( 2.1 ) —   0.1  
Other —   —   ( 1 ) ( 0.2 ) —   —  
Other Foreign Jurisdictions 9   1.6   —   0.1   —   —  

Effect of Cross-border Tax Laws 1   0.1   ( 37 ) ( 5.8 ) ( 18 ) ( 5.4 )
U.S. Federal Tax Credits
Research and development tax credits ( 10 ) ( 1.8 ) ( 14 ) ( 2.2 ) ( 19 ) ( 5.7 )

Nontaxable or nondeductible U.S. Federal Items
Officers' Comp §162(m) & Share-based Comp 19   3.4   8   1.3   8   2.4  
Other 7   1.2   1   0.2   1   0.3  
Changes in Unrecognized Tax Benefits 8   1.5   3   0.5   1   0.3  
Other Adjustments

Other ( 1 ) 0.1   ( 2 ) ( 0.2 ) —   —  
Effective Tax Rate $ 141   25.2   % $ 107   16.9   % $ 38   11.4   %

(1) State taxes in Kentucky and Illinois made up the majority (greater than 50%) of the tax effect in this category (2023-2025)

For the year ended December 31, 2025, the Company’s effective tax rate was higher than the federal statutory rate of 21% due primarily to expense related to foreign earnings subject to U.S. taxation as a result of 2025 U.S tax legislation, taxes related to impacts of U.S. share-based compensation, increased reserves for uncertain tax positions, and U.S. state income taxes, partly offset by the generation of U.S. tax credits and the release of certain Canadian valuation allowance reserves. For the year ended December 31, 2024, the Company’s effective tax rate was lower than the federal statutory rate of 21% primarily due to the tax benefit related to foreign earnings subject to U.S. taxation, and the generation of tax credits. For the year ended December 31, 2023, the Company’s effective tax rate was lower than the federal statutory rate of 21% primarily due to the tax benefit related to foreign earnings subject to U.S. taxation, remeasurements of deferred taxes, and the generation of tax credits.

The Organization for Economic Co-Operation and Development (OECD) has implemented a global minimum tax framework of 15% for companies with annual revenues greater than €750 million, referred to as Pillar 2. Aspects of Pillar 2 are effective beginning January 1, 2024 and 2025, in various jurisdictions in which the Company operates. There is uncertainty about whether the U.S. will enact legislation to adopt Pillar 2. As a result of the Company’s operational footprint, Management has assessed the jurisdictions where legislation is enacted and applicable Transitional Safe Harbor provisions, and has accrued an immaterial impact on the Company’s financial results.

The Company earns a significant amount of its operating income outside of the U.S. that is taxed at rates different than the U.S. federal statutory rate. The Company’s principal foreign jurisdictions that provide sources of operating income are the U.K. and Singapore. In Singapore, the Company previously benefited from an incentivized corporate income tax rate from the Singapore Economic Development Board of 10.5% and a full exemption from withholding taxes. Without these benefits, the corporate tax rate in Singapore is 17% and the withholding tax rate is 10%. The Company decided to forgo a renewal of this benefit beyond 2023; therefore the 2024 and 2025 tax rate is computed using the standard corporate rate of 17%. Under current U.S. Foreign
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Tax Credit rules, any withholding taxes paid are creditable for U.S. tax purposes, negating any impact of the increased withholding rate.

Income taxes paid, net of refunds received, were as follows (in millions):

Year Ended December 31,
2025 2024 2023
U.S. Federal Taxes $ 65   $ 76   $ 130  
State and Local Taxes
Illinois 1   9   5  
Kentucky 8   11   3  
Other States 7   10   8  
Foreign Taxes
United Kingdom 8   —   74  
Singapore 17   3   16  
Other Foreign 28   15   16  
Total $ 134   $ 124   $ 252  

Tax effects of temporary differences that resulted in deferred tax assets and liabilities are as follows (in millions):

  December 31,
  2025 2024
Deferred tax assets:
Capitalized research expenditures $ 219   $ 292  
Deferred revenue 103   102  
Tax credits 43   45  
Net operating loss carryforwards 380   400  
Other accruals 59   34  
Inventory items 21   24  

Sales return/rebate reserve 89   53  
Share-based compensation expense 26   16  

Legal accrual 1   1  
Lease liabilities 23   24  
Valuation allowance ( 383 ) ( 404 )
Total deferred tax assets $ 581   $ 587  
Deferred tax liabilities:
Depreciation and amortization 162   83  
Unrealized gains and losses on securities and investments 7   22  
Undistributed earnings 4   3  
Right of use lease assets 19   19  
Other 7   5  
Total deferred tax liabilities $ 199   $ 132  
Net deferred tax assets $ 382   $ 455  

For tax years beginning in 2025, the One Big Beautiful Bill Act of 2025 allows taxpayers to immediately deduct domestic research and experimental expenditures paid or incurred in all tax years beginning after December 31, 2024. Furthermore, taxpayers are permitted to elect to accelerate the remaining deductions of the previously capitalized domestic expenditures over a one- or two-year period in lieu of the amortization otherwise to be recognized. The Company is taking the position to accelerate the previously capitalized expenditures in 2025 and to also make the election of I.R.C. 59(e) to capitalize the current year’s domestic expenditures and amortize over 10 years.

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The Company’s valuation allowance consists of certain net operating loss (“NOL”) and credit carryforwards for which the Company believes it is more likely than not that a tax benefit will not be realized. With respect to all other deferred tax assets, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize a tax benefit. The Company’s valuation allowance decreased by $ 21 million from 2024, primarily due to the release of certain Canadian valuation allowance reserves.

As of December 31, 2025, the Company had approximately $ 380 million (tax effected) of “NOLs” and $ 43 million of credit carryforwards. Approximately $ 161 million of NOLs will expire beginning in 2025 through 2044, and $ 29 million of credits will expire beginning in 2025 through 2045, with the remaining amounts of NOLs and credit carryforwards having no expiration dates.

The Company is subject to the GILTI, BEAT and FDII provisions for which we recorded an income tax expense of $ 1 million for the year ended December 31, 2025, and an income tax benefit of $ 38 million and $ 16 million for the years ended December 31, 2024 and 2023, respectively. These impacts are included in the calculation of the Company’s effective tax rate.

The Company is not permanently reinvested with respect to its U.S. directly-owned foreign subsidiaries. The Company is subject to U.S. income tax on substantially all foreign earnings under GILTI, while any remaining foreign earnings are eligible for a dividends received deduction. As a result, future repatriation of earnings will not be subject to additional U.S. federal income tax but may be subject to currency translation gains or losses. Where required, the Company has recorded a deferred tax liability for foreign withholding taxes on current earnings. Additionally, gains and losses on any future taxable dispositions of U.S.-owned foreign affiliates continue to be subject to U.S. income tax.

The Company has not recognized deferred tax liabilities in the U.S. with respect to its outside basis differences in its directly-owned foreign affiliates. It is not practicable to determine the amount of unrecognized deferred tax liabilities on these indefinitely reinvested earnings.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

Year ended December 31,
2025 2024
Balance at beginning of year $ 30   $ 17  
Additions for tax positions related to the current year 14   14  

Lapse of statutes ( 1 ) ( 1 )
Balance at end of year $ 43   $ 30  

As of December 31, 2025 and December 31, 2024, there were $ 21 million and $ 13 million, respectively, of unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. Additionally, fiscal years 2009 through 2024 remain open to examination by multiple foreign and U.S. state taxing jurisdictions.

As of December 31, 2025, no significant uncertain tax positions are expected to be settled within the next twelve months. Due to uncertainties in any tax audit or litigation outcome, the Company’s estimates of the ultimate settlements of uncertain tax positions may change and the actual tax benefits may differ significantly from estimates.

The Company did not recognize expense or benefit associated with interest and penalties related to income tax matters during the years ended December 31, 2025 and 2024. The Company has included $ 4 million of estimated interest and penalty obligations within Other long-term liabilities on the Consolidated Balance Sheets each as of December 31, 2025 and 2024.

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Note 17 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):

  Year Ended December 31,
  2025 2024 2023
Basic:
Net income $ 419   $ 528   $ 296  
Weighted-average shares outstanding 50,820,589   51,494,957   51,378,051  
Basic earnings per share $ 8.24   $ 10.25   $ 5.75  

Diluted:
Net income $ 419   $ 528   $ 296  
Weighted-average shares outstanding 50,820,589   51,494,957   51,378,051  
Dilutive shares 391,806   384,752   332,911  
Diluted weighted-average shares outstanding 51,212,395   51,879,709   51,710,962  
Diluted earnings per share $ 8.18   $ 10.18   $ 5.72  

Anti-dilutive share-based compensation awards are excluded from diluted earnings per share calculations. There were  84,000 , 46,278 and 129,856  shares that were anti-dilutive for the years ended December 31, 2025, 2024 and 2023, respectively.

Note 18 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 11,  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.

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The changes in each component of AOCI during the three years ended December 31, 2025, 2024 and 2023 were as follows (in millions):

Unrealized gain (loss) on sales hedging Foreign currency translation adjustments Total
Balance at December 31, 2022 $ ( 11 ) $ ( 55 ) $ ( 66 )
Other comprehensive (loss) income before reclassifications ( 7 ) 6   ( 1 )
Amounts reclassified from AOCI (1)
15   —   15  
Tax effect ( 2 ) —   ( 2 )
Other comprehensive income, net of tax 6   6   12  
Balance at December 31, 2023 ( 5 ) ( 49 ) ( 54 )
Other comprehensive income (loss) before reclassifications 47   ( 17 ) 30  
Amounts reclassified from AOCI (1)
( 11 ) —   ( 11 )
Tax effect ( 9 ) —   ( 9 )
Other comprehensive income (loss), net of tax 27   ( 17 ) 10  
Balance at December 31, 2024 22   ( 66 ) ( 44 )
Other comprehensive (loss) income before reclassifications ( 74 ) 52   ( 22 )
Amounts reclassified from AOCI (1)
39   —   39  
Tax effect 9   —   9  
Other comprehensive income (loss), net of tax ( 26 ) 52   26  
Balance at December 31, 2025 $ ( 4 ) $ ( 14 ) $ ( 18 )

(1) See Note 11, Derivative Instruments regarding the timing of reclassifications to operating results.

Note 19 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. Transactions under the Receivables Factoring arrangement are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets , with the sold receivables 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 years ended December 31, 2025, 2024 and 2023, the Company received cash proceeds of $ 560 million, $ 1,019 million and $ 1,404 million, respectively, from the sales of accounts receivables under its factoring arrangements. As of December 31, 2025 and 2024, there were a total of $ 10 million and $ 28 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 $ 84 million and $ 51 million of obligations that were not yet remitted to the bank as of December 31, 2025 and 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.

Fees incurred in connection with these arrangements are included within Other expense, net on the Consolidated Statements of Operations and were $ 3 million, $ 9 million and $ 11 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Note 20 Segment Information & Geographic Data

Segment results
Effective in the fourth quarter of 2025, we realigned our reportable segments from the former EVM and AIT segments to two new segments: CF and AVA. The CF segment consists of our mobile computing products, and related services and software-based offerings that were formerly part of our EVM segment. The AVA segment consists 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, and machine vision offerings and related services that were formerly part of our EVM segment. This change aligns with how we are operating our business to advance our strategy and the level of detailed financial information reviewed by our chief operating decision-maker going forward. Also effective in the fourth quarter of 2025, share-based compensation expense is excluded from the measurement of segment operating results. Historical segment results have been recasted to confirm with current period presentation. As previously discussed, the results of operations for Elo and Photoneo are included in the CF and AVA segments, respectively.

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):

  Year Ended December 31,
  2025 2024 2023
Net sales:
CF $ 2,960   $ 2,714   $ 2,280  
AVA 2,436   2,267   2,304  

Total Net sales $ 5,396   $ 4,981   $ 4,584  
Cost of sales:
CF $ 1,564   $ 1,380   $ 1,249  
AVA 1,217   1,179   1,206  
Corporate (3)
22   9   6  
Total Cost of sales $ 2,803   $ 2,568   $ 2,461  
Operating expenses:
CF (1)
$ 811   $ 775   $ 703  
AVA (1)
705   668   671  
Corporate (3)
377   228   268  
Total Operating expenses $ 1,893   $ 1,671   $ 1,642  
Operating income:
CF (2)
585   559   328  
AVA (2)
514   420   427  
Total segment operating income $ 1,099   $ 979   $ 755  
Corporate (3)
( 399 ) ( 237 ) ( 274 )
Total Operating income $ 700   $ 742   $ 481  

(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.

(2) CF and AVA segment operating income includes depreciation expense proportionate to each segment’s Net sales.

(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).

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Sales to significant customers
The Company has three customers, who are distributors of the Company’s offerings, that individually accounted for more than 10% of total Company Net sales during the years ended December 31, 2025, 2024 and 2023. The approximate percentage of Company total Net sales by segment to these customers were as follows:

Year Ended December 31,
  2025 2024 2023
CF AVA Total CF AVA Total CF AVA Total
Customer A 16   % 13   % 29   % 11   % 10   % 21   % 8   % 10   % 18   %
Customer B 8   % 7   % 15   % 10   % 9   % 19   % 6   % 8   % 14   %
Customer C 9   % 6   % 15   % 8   % 6   % 14   % 6   % 6   % 12   %

These customers accounted for 31 %, 14 % and 13 %, respectively, of accounts receivable as of December 31, 2025, and 24 %, 13 % and 11 %, respectively, of accounts receivable as of December 31, 2024. No other customer accounted for more than 10% of total Net sales during the years ended December 31, 2025, 2024 or 2023, or more than 10% of outstanding accounts receivable as of December 31, 2025 or 2024.

Geographic data
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) (1) :
  Year Ended December 31,
  2025 2024 2023
North America $ 2,695   $ 2,492   $ 2,353  
EMEA 1,724   1,635   1,433  
Asia-Pacific 613   526   513  
Latin America 364   328   285  
Total Net sales $ 5,396   $ 4,981   $ 4,584  

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

The U.S. and Germany were the only countries that accounted for more than 10% of the Company’s net sales in 2025, 2024 and 2023. Net sales during these years were as follows (in millions) (1) :
  Year Ended December 31,
2025 2024 2023
U.S. $ 2,643   $ 2,431   $ 2,277  
Germany 864   797   682  
Other 1,889   1,753   1,625  
Total Net sales $ 5,396   $ 4,981   $ 4,584  

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

Geographic data for long-lived assets is as follows (in millions):
  Year Ended December 31,
  2025 2024 2023
North America $ 371   $ 341   $ 338  
EMEA 60   56   61  
Asia-Pacific 72   69   73  
Latin America 16   6   6  
Total long-lived assets $ 519   $ 472   $ 478  

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For the purpose of this disclosure, long-lived assets are defined by the Company as property, plant and equipment and ROU assets. Primarily all of the Company’s long-lived assets in the North America region are located in the U.S.

Note 21 Subsequent Event

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 share repurchase authorization is in addition to, and does not supersede, the existing share repurchase authorization made in 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.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
 

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Form 10-K. The evaluation was conducted under the supervision of our Disclosure Committee, and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by us in this Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by us in our reports that we file or furnish under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework as released in 2013. Based on this assessment and those criteria, our management believes that, as of December 31, 2025, our internal control over financial reporting is effective. 

Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Elo Holdings, Inc., which are included in our 2025 consolidated financial statements and constituted 2% of total assets as of December 31, 2025 and 2% of revenues for the year then ended.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on Zebra’s internal control over financial reporting. Ernst & Young LLP’s report is included in the latter portion of this Item 9A.

Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2025, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s 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 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.
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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Zebra Technologies Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Zebra Technologies Corporation and subsidiaries internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Zebra Technologies Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Elo Holdings, Inc., which is included in the 2025 consolidated financial statements of the Company and constituted 2% of total assets as of December 31, 2025 and 2% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Elo Holdings, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Chicago, Illinois
February 12, 2026
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Item 9B. 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 fourth quarter of 2025.

Item 9C.      Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
 

Item 10. Directors, Executive Officers and Corporate Governance
We have adopted a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to Zebra’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics is posted on the Investor Relations – Governance Documents page of Zebra’s Internet web site, www.zebra.com under “Investors-Governance-Governance Documents”, and is available for download. Any waiver from the Code of Ethics and any amendment to the Code of Ethics will be disclosed on such page of Zebra’s web site.
All other information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance,” “Election of Directors,” “Board Effectiveness – Board Structure and Meeting Attendance,” “Executive Officers,” and “Delinquent Section 16(a) Reports.”
 

Item 11. Executive Compensation
The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Corporate Governance – Director Compensation,” “Executive Compensation – Compensation and Culture Committee Interlocks and Insider Participation” and “Compensation and Culture Committee Report.”
 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Ownership of our Common Stock” and “Executive Compensation – Equity Compensation Plan Information.”
 

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance – Related Party Transactions,” “Corporate Governance – Director Independence and Overboarding,” “Election of Directors,” and “Board Effectiveness – Board Structure and Meeting Attendance.”
 

Item 14. Principal Accounting Fees and Services
The information in response to this item is incorporated by reference from the Proxy Statement section entitled “Fees of Independent Auditors.”

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PART IV
 

Item 15. Exhibits and Financial Statement Schedules

Index to Consolidated Financial Statements

       PAGE
Report of Independent Registered Public Accounting Firm (PC AOB ID: 42 )
42

Consolidated Balance Sheets as of December 31, 2025 and 2024
45

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
46

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
47

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
48

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
49

Notes to Consolidated Financial Statements
50

Index to Financial Statement Schedules

Schedules are omitted because the information is not required or because the information required is included in the
Notes to Consolidated Financial Statements.

Index to Exhibits

Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Number Filing Date or Period End Date Filed or Furnished Within
1.1 Stock Purchase Agreement, dated as of August 3, 2025 among Zebra Technologies Corporation, Elo Investors, L.P., and Elo Holdings, Inc.
8-K
2.1 August 5, 2025
3.1(i) Restated Certificate of Incorporation of the Company.
8-K 3.1(i) August 6, 2012
3.1(ii) Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 2025
8-K 3.1 November 5, 2025
4.1 Specimen stock certificate representing Class A Common Stock.
10-K 4.1 December 31, 2017
4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act
10-K 4.2 December 31, 2019
4.3 Indenture, dated as of May 28, 2024, by and among Zebra Technologies Corporation, Temptime Corporation, Zebra Technologies International, LLC and U.S. Bank Trust Company, National Association
8-K
4.1 May 22, 2024
4.4 Form of 6.500% Senior Notes due 2032 (included in the Indenture – Exhibit 4.3)
8-K
4.2 May 22, 2024
10.1 Employee Agreement between Nathan Winters and the Company Dated January 11, 2021. +
10-K 10.1 December 31, 2020
10.2 Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer.
10-K 10.6 December 31, 2016
10.3 2011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +
10-Q 10.1 June 28, 2014
10.4 2015 Long-Term Incentive Plan. +
10-K 10.11 December 31, 2017
10.5 2018 Long-Term Incentive Plan. +
S-8 4.1 June 1, 2018
10.6 2005 Executive Deferred Compensation Plan, as amended and restated as of January 1, 2022. +
10-K 10.6 December 31, 2021
10.7 Employment Agreement between Zebra Technologies Corporation and William Burns dated as of March 1, 2023 +
8-K 10.1 December 8, 2022

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10.8 Form of 2019 stock appreciation rights agreement for employees other than the CEO. +
10-Q 10.2 June 29, 2019
10.9 Form of 2020 stock appreciation rights agreement for employees other than the CEO. +
10-Q 10.2 June 27, 2020
10.10 Form of 2021 stock settled stock appreciation rights agreement for employees other than the CEO. +
10-Q 10.3 July 3, 2021
10.11 Form of 2022 stock appreciation rights agreement for employees other than the CEO +
10-Q 10.3 July 2, 2022
10.12 Form of 2023 stock-settled stock appreciation rights agreement for employees (including the CEO). +
10-Q 10.3 July 1, 2023
10.13 Form of 2024 stock-settled stock appreciation rights agreement for employees (including the CEO). +
10-Q 10.3 June 29, 2024
10.14 Form of 2013-16 time-vested stock appreciation rights agreement for CEO. +
10-Q 10.4 March 30, 2013
10.15 Form of 2019 stock appreciation rights agreement for CEO. +
10-Q 10.5 June 29, 2019
10.16 Form of 2020 stock appreciation rights agreement for CEO. +
10-Q 10.5 June 27, 2020
10.17 Form of 2023 time-restricted stock unit agreement for all employees (including the CEO). +
10-Q 10.2 July 1, 2023
10.18 Form of 2024 time-restricted stock unit agreement for all employees (including the CEO). +
10-Q 10.2 June 29, 2024
10.19 Form of 2025 time-vested restricted stock unit agreement for all employees (including the CEO)
10-Q 10.2 April 29, 2025
10.20 Form of 2023 performance-vested restricted stock unit agreement for all employees (including the CEO). +
10-Q 10.1 July 1, 2023
10.21 Form of 2024 performance-vested restricted stock unit agreement for all employees (including the CEO). +
10-Q 10.1 June 29, 2024
10.22 Form of 2025 performance-vested restricted stock unit agreement for all employees (including the CEO)
10-Q 10.1 April 29, 2025
10.23 Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.
10-Q 10.1 July 1, 2017
10.24 Amendment No. 1, dated May 31, 2018, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.
10-Q 10.7 June 30, 2018
10.25 Amendment No. 2, dated August 9, 2019, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.

10-Q 10.1 September 28, 2019
10.26 Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018, Amendment No. 2 dated August 9, 2019, and Amendment No. 3 dated May 25, 2022), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.
10-Q 10.7 July 2, 2022
10.27 Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018 and Amendment No. 2 dated August 9, 2019), by and among Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.
10-Q 10.2 September 28, 2019
10.28 364-Day Credit Agreement dated September 1, 2020, by and among, Zebra, the lenders party thereto, and JPMorgan Chase Bank, N.A.
10-Q 10 September 26, 2020
10.29 Office Lease dated November 14, 2013 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.
10-K 10.34 December 31, 2017

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10.30 First Amendment to Lease dated June 6, 2014 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.
10-K 10.35 December 31, 2017
10.31 Second Amendment to Lease dated as of June 1, 2022 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.
10-Q 10.6 July 2, 2022
10.32 Receivables Purchase Agreement dated as of December 1, 2017 among Zebra Technologies International, LLC, as the Originator, and Zebra Technologies RSC, LLC, as Buyer.
10-K 10.36 December 31, 2017
10.33 Receivables Financing Agreement, dated as of December 1, 2017, by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC.
10-K 10.37 December 31, 2017
10.34 Second Amendment to Receivables Financing Agreement, dated as of March 19, 2021 by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC
10-Q 10 April 3, 2021
10.35 Third Amendment to Receivables Financing Agreement, dated as of March 19, 2024 by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC
10-Q
10 March 30, 2024
10.36 Master Accounts Receivable Purchase Agreement dated December 19, 2018 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and MUFG Bank, Ltd.
10-K 10.43 December 31, 2018
10.37 Master Framework Agreement dated April 29, 2020 among Zebra Technologies Europe Limited, Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Ester Finance Titrisation, Credit Agricole Corporate & Investment Bank and Credit Agricole Leasing & Factoring
10-Q 10.7 June 27, 2020
10.38 First Deed of Amendment relating to the Master Framework Agreement dated April 29, 2020 among Zebra Technologies Europe Limited, Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Ester Finance Titrisation, Credit Agricole Corporate & Investment Bank and Credit Agricole Leasing & Factoring
10-K 10.50 December 31, 2020
10.39 English Receivables Purchase Agreement dated April 29, 2020 Zebra Technologies Europe Limited, Zebra Technologies Corporation, Credit Agricole Corporate & Investment Bank, Credit Agricole Leasing & Factoring, and Ester Finance Titrisation
10-Q 10.8 June 27, 2020
10.40 Singapore Receivables Purchase Agreement dated April 29, 2020 Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Credit Agricole Corporate & Investment Bank, Credit Agricole Leasing & Factoring, and Ester Finance Titrisation
10-Q 10.9 June 27, 2020
19 Securities Transactions and Confidentiality Policy
10-K
19 December 31, 2024
21 Subsidiaries of the Company.
X
23 Consent of Ernst & Young LLP, independent registered public accounting firm.
X
31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
X
31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
X
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.
X

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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.
X
97 Accounting Restatement Clawback Policy
10-K
97 December 31, 2023
101 The following financial information from Zebra Technologies Corporation Annual Report on Form 10-K, for the year ended December 31, 2025, 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 Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included in Exhibit 101).

+    Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K.

Item 16. Form 10-K Summary

None.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 12th day of February 2026.

ZEBRA TECHNOLOGIES CORPORATION
By: /s/ William J. Burns

William J. Burns

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

Signature Title Date
/s/ William J. Burns
William J. Burns
Chief Executive Officer and Director
(Principal Executive Officer)
February 12, 2026
/s/ Nathan Winters
Nathan Winters
Chief Financial Officer
(Principal Financial Officer) February 12, 2026

/s/ Colleen M. O’Sullivan
Colleen M. O’Sullivan
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
February 12, 2026

/s/ Anders Gustafsson
Anders Gustafsson
Chair of the Board
February 12, 2026

/s/ Michael A. Smith
Michael A. Smith
Lead Independent Director
February 12, 2026

/s/ Linda M. Connly
Linda M. Connly
Director February 12, 2026

/s/ Nelda J. Connors
 Nelda J. Connors
Director February 12, 2026

/s/ Satish Dhanasekaran
Satish Dhanasekaran
Director February 12, 2026

/s/ Ross W. Manire
Ross W. Manire
Director February 12, 2026

/s/ Mary McDowell
Mary McDowell
Director February 12, 2026

/s/ Kenneth B. Miller
Kenneth B. Miller
Director February 12, 2026

/s/ Frank B. Modruson
Frank B. Modruson
Director February 12, 2026

/s/ Janice M. Roberts
Janice M. Roberts
Director February 12, 2026

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