Zebra Technologies (ZBRA) 10-K risk factor changes: FY2025 vs FY2024

- Managing logistical [removed: problems] [added: challenges] common to complex, expansive [added: international] operations;

*Inability to consummate future acquisitions at appropriate prices could negatively impact our growth rate and stock price.* Our ability to expand revenues, earnings, and cash flow [removed: depends] [added: may be affected] in part [removed: upon] [added: by] our ability to identify and successfully acquire and integrate businesses at appropriate prices and to realize anticipated synergies.

- Disruptions in our business due to difficulties integrating and reorganizing operations, offerings, [added: systems, networks, supply chains,] technologies and personnel;

Geopolitical turmoil and uncertainty could have a negative impact on our ability to sell and ship our offerings, collect payments from and support customers in certain regions, and could increase the costs, risks and adverse impacts from supply chain and [added: logistics challenges.]

Furthermore, efforts to enforce or protect our proprietary rights may be ineffective and could result in the invalidation or narrowing of the scope of our intellectual property and may cause us to incur substantial [added: litigation costs.]

We periodically perform vulnerability assessments, remediate vulnerabilities, review log/access, perform system maintenance, manage network perimeter protection, implement and manage disaster recovery testing, and [removed: provide periodic educational sessions to our employees to foster awareness of schemes to access sensitive information.]

[removed: Further, certain of our] [added: We rely on] third-party vendors [removed: have limited access] [added: for certain services, which may require them] to [added: access] our employee [removed: and] [added: and/or] customer [removed: data and may use this data in unauthorized ways.][added: data.]

[removed: *We may incur liabilities as a result of product failures due to actual or apparent design or manufacturing defects.*] We have been [removed: subject to product liability claims,] and may continue to be subject to [removed: such] [added: product liability] claims, including [removed: claims] for property or economic damages or personal injury, where damages [removed: arose, and may continue to arise,] [added: arose] from our products as a result of actual or apparent design or manufacturing defects.

[removed: In addition, such] [added: *Defects, errors, or bugs in our offerings, or in third-party components or software included in our offerings, could result in liability, reputational harm, and significant costs.* Our products may contain actual or apparent] design or manufacturing [removed: defects may occur] [added: defects,] not only in our own designed [removed: offerings,] [added: products] but also in components [added: of our products] provided by third-party suppliers.

We seek to limit [removed: such risk] [added: these risks] through insurance [removed: protection as well as] [added: protection,] product design, manufacturing quality control [removed: processes, product testing and contractual indemnification from suppliers.]

[removed: *Defects or errors in the Company’s software offerings, or third-party software included in or upon which our offerings rely, could harm our reputation, result in significant cost to us, and impair our ability to market such offerings.*] Our software, third-party software included in our offerings, or servers and infrastructure [added: upon which our offerings rely] may contain undetected [removed: errors,] defects, [added: errors,] or bugs.

Although we have not suffered significant harm from any [removed: errors,] defects, [added: errors,] or [removed: bugs,] [added: bugs in our offerings,] we may discover significant [removed: errors,] defects, [added: errors,] or bugs in the future that we may not be able to correct or [added: to] correct in a timely manner.

[removed: Any future errors, defects, or bugs found] [added: However, given the growing size of our installed base and the number of applications] in [added: which] our offerings [added: are used, any future actual] or [removed: servers and infrastructure] [added: alleged design or manufacturing defects, errors, or bugs] may result [removed: in] [added: in: product recalls;] delays in, or loss of market acceptance of, our offerings; inability to deliver our offerings; diversion of resources; injury to [added: our] reputation; increased [removed: service] [added: service, warranty,] and [removed: warranty expenses;] [added: legal costs;] and payment of [removed: damages; which could have a material adverse effect on our financial results.][added: damages.]

*Our business success depends on our ability to attract, retain, develop and motivate key personnel.* Our business and results of operations could be adversely affected by increased competition for highly skilled employees, higher employee turnover, or [added: increased compensation and benefit costs.]

Any disruption in the services of key [removed: personnel] [added: personnel, including those resulting from succession planning challenges,] may have a material adverse effect on our business and results of operations.

[removed: Recovery] [added: Furthermore, the recovery] of front-loaded costs incurred on long-term managed services and software-based offerings contracts [removed: with customers] is dependent on the continued viability of [removed: such] [added: our] customers.

The insolvency of [removed: customers] [added: a customer] could result in [added: collectability risk of outstanding trade receivables, and/or] a loss of anticipated future revenue attributable to that program or [removed: offering, which could have an adverse impact on our profitability.][added: offering.]

[removed: Because many of these contracts involve new technologies and applications and require the Company to engage subcontractors and can last multiple years, unforeseen] [added: These] events, [removed: such as] [added: which include] technological difficulties, fluctuations in the price of raw materials, [removed: problems] [added: challenges] with our subcontractors or suppliers, and [removed: other] [added: significant increases in inflation, may cause] cost [removed: overruns, can] [added: overruns and] result in [removed: the contract pricing] [added: such contracts] becoming less favorable or even [removed: unprofitable to us and have an adverse impact on our financial results.][added: unprofitable.]

[removed: We are not always successful in passing along customer requirements to our subcontractors, and thus in some] cases may be required to absorb contractual risks from our customers without corresponding back-to-back coverage from our subcontractors.

*We have outsourced portions of certain business [removed: operations] [added: operations,] such as repair, distribution, engineering services, and information technology services and may outsource additional business operations, which limits our control over these business operations and exposes us to additional risk as a result of the actions of our outsource partners.* We are not able to directly control certain business operations that we outsource.

Further, [removed: we have] from [removed: time-to-time,] [added: time-to-time we have,] and in certain instances will continue to, transition our outsourced operations to new [removed: service providers] [added: outsource partners] and/or to different geographies.

*Failure of our suppliers, subcontractors, [removed: distributors, resellers,] [added: outsource partners, channel partners,] and [removed: representatives] [added: electronics manufacturers] to use acceptable legal or ethical business practices could negatively impact our business.* [removed: It is our policy to] [added: We] require [added: our] suppliers, subcontractors, [removed: distributors, resellers,] [added: outsource partners, channel partners,] and [removed: third-party sales representatives (“TPSRs”)] [added: electronics manufacturers] to operate in compliance with applicable laws, rules, and regulations, including those regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark and copyright licensing.

However, we do not control [removed: their] [added: these parties’] labor and other business practices.

If one of [removed: our suppliers, subcontractors, distributors, resellers, or TPSRs] [added: these parties] violates labor or other [removed: laws] [added: laws,] or implements labor or other business practices that are regarded as unethical, [added: negligent, or reckless, operations could be disrupted,] the shipment of finished products to us could be interrupted, orders could be canceled, relationships could be terminated, and our reputation could be damaged.

If one of our suppliers or subcontractors fails to procure necessary license rights to trademarks, copyrights, or patents, legal action could be taken against [removed: us] [added: the Company] that could impact the salability of [removed: the Company’s] [added: our] offerings, and expose us to financial obligations to a third party.

*We rely on [removed: third-party dealers, distributors, and resellers] [added: our channel partner network] to sell many of our offerings, and [removed: their] failure [added: of channel partners] to effectively bring our offerings to market may negatively affect our results of operations and financial results.* In addition to our own sales force, we provide our offerings through [removed: a variety] [added: our global channel partner network] of [removed: third-party dealers,] distributors, [added: VARs, ISVs, direct marketers,] and [removed: resellers] [added: OEMs] who may also market other offerings that compete with ours.

Failure of one or more of [removed: our third-party dealers, distributors, or resellers] [added: these channel partners] to effectively promote our offerings could affect our ability to bring offerings to market and have a negative impact on our results of operations.

[removed: Any changes] [added: Changes] to our channel program may cause some of our [removed: third-party dealers, distributors, or resellers] [added: channel partners] to exit the program due to modifications to the program structure, which may reduce our ability to bring offerings to market and could have a negative impact on our results of operations.

[removed: Third-party dealers, distributors or resellers] [added: Our channel partners] could also face additional costs or credit concerns resulting from an uncertain economic environment that would cause such parties to reduce purchases of our offerings, thereby causing a negative impact on our financial results.

Some of [removed: these third-parties] [added: our channel partners] are smaller and more likely to be impacted by a significant decrease in available credit that could result from a weakness in the financial markets.

If credit pressures or other financial difficulties result in insolvency for [removed: third-party dealers, distributors, or resellers] [added: channel partners] and we are unable to successfully transition end-customers to purchase our offerings from other [removed: third-parties] [added: channel partners] or from us directly, it may cause, and in some [removed: cases,] [added: cases] has caused, a negative impact on our financial results.

*Final assembly of certain of our [added: hardware] products is performed by [removed: third-party] [added: third party] electronics [removed: manufacturers.][added: manufacturers, including EMSs and JDMs.]

We may be dependent on [removed: these third-party] [added: such] electronics manufacturers as a sole-source of supply for the manufacture of such products.

A failure by such [added: electronics] manufacturers to provide manufacturing services to us as we require, or any disruption in such manufacturing services up to and including a catastrophic shut-down, may adversely affect our business results.

Because we rely on these [removed: third-party] electronics manufacturers to manufacture [added: certain of] our [added: hardware] products, we may incur increased business continuity risks.* We are not able to exercise direct control over the assembly or related operations of certain of our products.

If these [removed: third-party] [added: electronics] manufacturers experience business difficulties or fail to meet our manufacturing needs, then we may be unable to satisfy customer demand, lose sales, and be unable to maintain customer relationships.

Without such [removed: third parties] [added: electronics manufacturers] continuing to manufacture our products, we may have no other means of final assembly of certain of our products until we are able to secure the manufacturing capability at another facility or develop an alternative manufacturing facility.

Such actions [removed: have,] [added: have resulted] and may [removed: again,] [added: again] result in additional costs.

We source some of our components from sole-source [removed: suppliers.*][added: suppliers.]

[removed: *Any] [added: Any] disruption to our suppliers or significant increase in the price of supplies, inclusive of transportation costs, or change in customer demand could have a negative impact on our results of operations.* Our ability to meet customers’ demands depends, in part, on our ability to obtain in a timely manner an adequate delivery of quality materials, parts, and components, as well as services and software from our suppliers, and our ability to deliver offerings to our customers.

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

- Managing our organizational structure and workforce challenges, and ensuring a cohesive company culture among our employees;

On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo”) for a purchase price of approximately $1.3 billion, a transaction that is significant in size, representing approximately 9% of the Company’s market capitalization on such date.

This acquisition substantially increased the Company’s goodwill and other intangible assets, which could become impaired and result in material non-cash charges if we fail to achieve the expected operating results and cash flows.

The Company may not be able to successfully integrate Elo's business operations and personnel and to realize the anticipated growth opportunities and cost synergies, and the integration process may divert management's attention from other business priorities.

Failure to successfully manage these and other risks associated with this acquisition, including those outlined above, may have a material adverse effect on our business and operating results.

provide periodic educational sessions to our employees to foster awareness of schemes to access sensitive information.

While our Third-Party Risk Management (TPRM) program is designed to assess and mitigate these risks, a failure of such a vendor's security controls could lead to unauthorized data access or misuse.

processes, product testing, and contractual indemnification from suppliers.

Any of these events may have a material adverse effect on our financial results.

*Large, multi-year, and fixed-price contracts may expose the Company to risks that could lead to losses and adversely affect our business.* We enter into large, multi-year contracts with our customers, some of which are on a fixed-price basis, that could subject us to financial risks if we fail to properly estimate our costs.

Because many of these contracts involve new technologies and applications, require us to engage subcontractors, and span multiple years, our initial cost estimates are subject to unforeseen events.

In addition to risks related to cost estimation, these contracts may expose the Company to other challenges including technological risks, when contracts involve new technology, and cybersecurity risks, especially in offerings or managed services contracts that process personal data.

Such contracts’ financial, technological, and cybersecurity risks could have an adverse impact on the Company’s profitability and financial results.

We are not always successful in passing along customer requirements to our subcontractors, and thus in some

- Managing our international operations;

logistics challenges.

litigation costs.

Although there have been no material claims to-date at the Company, due to the growing size of the Company’s installed offering base and growing number of applications in which our offerings can be used, an actual or alleged design or manufacturing defect could result in product recalls, injury to our reputation, and customer service costs or legal costs that could have material adverse effects on our financial results.

increased compensation and benefit costs.

*We are exposed to risks under large, multi-year contracts that may negatively impact our business.* We enter into large, multi-year contracts with our customers that expose us to risks, including among others: (i) technological risks, especially when contracts involve new technology; (ii) financial risks, including the accuracy of estimates inherent in projecting costs associated with large, long-term contracts and the related impact on operating results; and (iii) cybersecurity risks, especially in offerings or managed services contracts with customers that process personal data.

*We enter into fixed-price contracts that could subject us to losses in the event we fail to properly estimate our costs.* If our initial cost estimates are incorrect, we can lose money on these contracts.

In addition, a significant increase in inflation rates could have an adverse impact on the profitability of longer-term contracts.

The actions of our outsource partners could result in reputational damage to us and could negatively impact our financial results.

This section generally discusses fiscal [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-over-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] for that discussion.

The AIDC market consists of mobile computing, data capture, radio frequency identification devices (“RFID”), [added: thermal] barcode printing, and other workflow automation offerings.

[removed: The Company’s operations consist] [added: Effective in the fourth quarter] of [removed: two] [added: 2025, we realigned our] reportable segments [removed: that provide complementary offerings to our customers:] [added: from the former Enterprise Visibility & Mobility (EVM) and] Asset Intelligence & Tracking [removed: (“AIT”)] [added: (AIT) segments to two new segments: Connected Frontline (“CF”)] and [removed: Enterprise] [added: Asset] Visibility [removed: & Mobility (“EVM”).][added: and Automation (“AVA”).]

[removed: 2024] [added: 2025] Financial Summary and Other Recent Developments

- Net sales were [removed: $4,981] [added: $5,396] million in the current year compared to [removed: $4,584] [added: $4,981] million in the prior year.

- Operating income was [removed: $742] [added: $700] million in the current year compared to [removed: $481] [added: $742] million in the prior year.

- Net income was [removed: $528] [added: $419] million, or [removed: $10.18] [added: $8.18] per diluted share in the current year, compared to Net income of [removed: $296] [added: $528] million, or [removed: $5.72] [added: $10.18] per diluted share in the prior year.

[removed: - Net cash provided by operating activities] [added: Operating income] was [removed: $1,013] [added: $700] million [removed: in] [added: for] the current year compared to [removed: net cash used in operating activities of $4] [added: $742] million [removed: in] [added: for] the prior year.

[removed: On December 27, 2024, the Company entered into a definitive agreement to acquire Photoneo,] [added: Photoneo is] a leading developer and manufacturer of 3D machine vision offerings.

Results of Operations: Year Ended [removed: 2024] [added: 2025] versus [removed: 2023] [added: 2024] and Year Ended [removed: 2023] [added: 2024] versus [removed: 2022][added: 2023]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: Percent Change 2024] [added: Percent Change 2025] vs [removed: 2023] [added: 2024] | | | | | | [removed: Percent Change 2023] [added: Percent Change 2024] vs [removed: 2022] [added: 2023] | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Tangible products | | | $ | [removed: 4,016] [added: 4,418] | | | | | $ | [removed: 3,665] [added: 4,016] | | | | | $ | [removed: 4,915] [added: 3,665] | | | | | [removed: 9.6] [added: 10.0] | | % | | | | [removed: (25.4)] [added: 9.6] | | % |

| Services and software | | | [removed: 965] [added: 978] | | | | | | [removed: 919] [added: 965] | | | | | | [removed: 866] [added: 919] | | | | | | [removed: 5.0] [added: 1.3] | | % | | | | [removed: 6.1] [added: 5.0] | | % |

| Total Net sales | | | [removed: 4,981] [added: 5,396] | | | | | | [removed: 4,584] [added: 4,981] | | | | | | [removed: 5,781] [added: 4,584] | | | | | | [removed: 8.7] [added: 8.3] | | % | | | | [removed: (20.7)] [added: 8.7] | | % |

| Gross profit | | | [removed: 2,413] [added: 2,593] | | | | | | [removed: 2,123] [added: 2,413] | | | | | | [removed: 2,624] [added: 2,123] | | | | | | [removed: 13.7] [added: 7.5] | | % | | | | [removed: (19.1)] [added: 13.7] | | % |

| *Gross margin* | | | [removed: *48.4*] [added: *48.1*] | | *%* | | | | [removed: *46.3*] [added: *48.4*] | | *%* | | | | [removed: *45.4*] [added: *46.3*] | | *%* | | | | [removed: *210] [added: *(30)] bps* | | | | | | [removed: *90] [added: *210] bps* | | |

| Operating expenses | | | [removed: 1,671] [added: 1,893] | | | | | | [removed: 1,642] [added: 1,671] | | | | | | [removed: 2,095] [added: 1,642] | | | | | | [removed: 1.8] [added: 13.3] | | % | | | | [removed: (21.6)] [added: 1.8] | | % |

| Operating income | | | $ | [removed: 742] [added: 700] | | | | | $ | [removed: 481] [added: 742] | | | | | $ | [removed: 529] [added: 481] | | | | | [removed: 54.3] [added: (5.7)] | | % | | | | [removed: (9.1)] [added: 54.3] | | % |

| Total Net sales | | | $ | [removed: 4,981] [added: 5,396] | | | | | $ | [removed: 4,584] [added: 4,981] | | | | | $ | [removed: 5,781] [added: 4,584] | | | | | [removed: 8.7] [added: 8.3] | | % | | | | [removed: (20.7)] [added: 8.7] | | % |

| | | | [removed: 2024 | | | | | | 2023] [added: 2025] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2024] [added: 2023] | | | | | | [removed: 2023] | | | | | | [removed: 2022] | | |

| Selling and marketing | | | $ | [removed: 600] [added: 653] | | | | | $ | [removed: 581] [added: 600] | | | | | $ | [removed: 607] [added: 581] | | | | | [removed: 12.0] [added: 12.1] | | % | | | | [removed: 12.7] [added: 12.0] | | % | | | | [removed: 10.5] [added: 12.7] | | % |

| Research and development | | | [removed: 563] [added: 593] | | | | | | [removed: 519] [added: 563] | | | | | | [removed: 570] [added: 519] | | | | | | [removed: 11.3] [added: 11.0] | | % | | | | 11.3 | | % | | | | [removed: 9.9] [added: 11.3] | | % |

| General and administrative | | | [removed: 381] [added: 433] | | | | | | [removed: 334] [added: 381] | | | | | | [removed: 375] [added: 334] | | | | | | [removed: 7.6] [added: 8.0] | | % | | | | [removed: 7.3] [added: 7.6] | | % | | | | [removed: 6.5] [added: 7.3] | | % |

| Amortization of intangible assets | | | [removed: 104] [added: 114] | | | | | | 104 | | | | | | [removed: 136] [added: 104] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Acquisition and integration costs | | | [removed: 6] [added: 24] | | | | | | 6 | | | | | | [removed: 21] [added: 6] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Exit and restructuring costs | | | [removed: 17] [added: 76] | | | | | | [removed: 98] [added: 17] | | | | | | [removed: 14] [added: 98] | | | | | | NM | | | | | | NM | | | | | | NM | | |

| Total Operating expenses | | | $ | [removed: 1,671] [added: 1,893] | | | | | $ | [removed: 1,642] [added: 1,671] | | | | | $ | [removed: 2,095] [added: 1,642] | | | | | [removed: 33.5] [added: 35.1] | | % | | | | [removed: 35.8] [added: 33.5] | | % | | | | [removed: 36.2] [added: 35.8] | | % |

Consolidated Organic Net sales [removed: growth (decline):][added: growth:]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | [added: | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |]

| Reported GAAP Consolidated Net sales growth [removed: (decline)] | | | [removed: 8.7] [added: 8.3] | | % | | | | [removed: (20.7)] [added: 8.7] | | % |

| Impact of foreign currency translations (1) | | | [removed: (0.6)] [added: —] | | % | | | | [removed: 1.4] [added: (0.6)] | | % |

| Impact of acquisitions (2) | | | [removed: —] [added: (2.1)] | | % | | | | [removed: (0.5)] [added: —] | | % |

| Consolidated Organic Net sales growth [removed: (decline)] (3) | | | [removed: 8.1] [added: 6.2] | | % | | | | [removed: (19.8)] [added: 8.1] | | % |

(2)For purposes of computing Organic Net sales [removed: growth (decline),] [added: growth,] amounts directly attributable to business acquisitions are excluded for twelve months following their respective acquisitions.

(3)Consolidated Organic Net sales growth [removed: (decline)] is a non-GAAP financial measure.

[removed: *2024] [added: *2025] compared to [removed: 2023*][added: 2024*]

Excluding the effects of foreign currency changes and acquisitions, Consolidated Organic Net sales increased by [removed: 8.1%.][added: 6.2%.]

Gross margin [removed: increased] [added: decreased] to [removed: 48.4%] [added: 48.1%] for the current year compared to [removed: 46.3%] [added: 48.4%] in the prior year.

Discussions of 2023 items and year-over-year comparisons between 2024 and 2023 are not included herein, other than within the Results of Operations by Segment which reflects the changes made to our segment reporting made in 2025.

The Company is a global leader in the Automatic Identification and Data Capture (“AIDC”) industry, ensuring frontline operations everywhere are digitized, automated and intelligent.

Our CF and AVA segment results will also exclude share-based compensation expense from the measurement of segment operating income.

- The CF segment is focused on unifying teams, customers, and AI agents to deliver enhanced frontline experiences.

This segment brings together solutions that empower frontline workers with the information and tools they need to make smarter decisions and improve customer service.

Principal product categories include mobile computing, point of sale solutions, self-service kiosks and interactive touchscreen displays, workflow optimization software solutions, and related services.

- The AVA segment provides solutions that track critical assets and automate workflows to provide the real-time, data-driven insights necessary to optimize supply chains, manufacturing, and logistics.

The principal product categories include thermal barcode printing and related supplies and sensors, data capture, fixed industrial scanning, machine vision, RFID, real-time location systems (RTLS), and related services.

- We repurchased $587 million of common shares, including $303 million in the fourth quarter.

*Exit & Restructuring Actions:*

In the fourth quarter of 2025, we announced our intention to dispose of or exit our robotics automation solutions business in an effort to better align resources with our strategic priorities.

In relation to this decision, we incurred approximately $55 million in one-time costs in the fourth quarter, principally consisting of long-lived asset impairments of $45 million, including an intangible asset impairment of $34 million, a right-of-use 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-related charges.

These one-time costs are classified as Exit and restructuring on the Consolidated Statement of Operations.

Additional costs may be incurred in 2026, as we complete the divestiture of this business.

In the fourth quarter of 2025, the Company committed to certain organizational changes designed to generate cost efficiencies while better aligning our organizational structure with the Company’s long-term growth strategy (collectively referred to as the “2025 Productivity Plan”).

The total cost under the 2025 Productivity Plan, which is expected to be substantially completed in 2026 and will primarily consist of employee severance costs, is estimated to be approximately $35- 40 million, including $21 million recognized in the fourth quarter of 2025.

We expect annualized pre-tax operating costs savings of at least $20 million from these actions, net of re-investment into advancing the Company’s AI product portfolio, reorganizing our sales force, and absorbing increased employee-related costs.

*Acquisitions:*

On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo”) for $1,303 million in cash, net of cash on hand.

Elo is an innovator of solutions that engage customers, enhance self-service, and accelerate automation across a wide range of end

markets.

The Elo acquisition expands our portfolio of self-service and consumer-facing workflow offerings.

The operating results of Elo are included in the CF segment.

On February 28, 2025, the Company acquired Photoneo for approximately $62 million in cash.

The Photoneo acquisition complements and expands our machine vision offerings across several industries.

The operating results of Photoneo are included in the AVA segment.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | Percent Change 2025 vs 2024 | | | | | | Percent Change 2024 vs 2023 | | |

| North America | | | $ | 2,695 | | | | | $ | 2,492 | | | | | $ | 2,353 | | | | | 8.1 | | % | | | | 5.9 | | % |

| EMEA | | | 1,724 | | | | | | 1,635 | | | | | | 1,433 | | | | | | 5.4 | | % | | | | 14.1 | | % |

| Asia-Pacific | | | 613 | | | | | | 526 | | | | | | 513 | | | | | | 16.5 | | % | | | | 2.5 | | % |

| Latin America | | | 364 | | | | | | 328 | | | | | | 285 | | | | | | 11.0 | | % | | | | 15.1 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2025 | | | | | | 2024 | | |

Total Net sales increased $415 million or 8.3% compared to the prior year reflecting growth in both our AVA and CF segments associated with improved demand trends that began in the middle of 2024, along with contributions from our recent Elo and Photoneo acquisitions.

The decrease was primarily due to unfavorable impacts of tariffs, net of mitigating actions, along with lower services and software margins, largely offset by volume leverage favorability.

Gross margin was higher in AVA and declined in CF.

As we exited 2025, the unfavorable impacts of existing import tariffs have been fully mitigated.

Current year Operating expenses were higher than the prior year primarily due to higher employee and employee-related costs, the inclusion of operating expenses and higher acquisition and integration costs associated with recently acquired companies, and higher exit and restructuring costs primarily driven by the planned divestiture of our robotics automation solutions business.

The higher employee and employee-related costs in the current year include higher share-based compensation costs, primarily driven by changes made in the current year to the timing of the annual grant and eligibility provisions as well as improved expected attainment associated with performance-based awards.

Discussions of 2022 items and year-over-year comparisons between 2023 and 2022 are not included herein.

The Company is a global leader in providing Enterprise Asset Intelligence (“EAI”) offerings in the Automatic Identification and Data Capture (“AIDC”) industry.

*•*The AIT segment is an industry leader in barcode printing and asset tracking technologies.

Its major product lines include barcode and card printers, RFID and RTLS offerings, and supplies, including temperature-monitoring labels, and services.

*•*The EVM segment is an industry leader in automatic information and data capture offerings.

Its major product lines include mobile computing, data capture, fixed industrial scanning and machine vision, services, and workflow optimization solutions.

Our workflow optimization solutions include cloud-based software subscriptions, retail solutions, and robotic automation solutions.

As we entered 2024, we saw the stabilization of distributor inventory levels in both of our segments and the beginning of a modest recovery in demand trends in certain of our offerings within our EVM segment.

The demand trend recovery broadened across offerings within both segments beginning in the second half of the year contributing to improved revenue and profitability.

As we look ahead to 2025, we expect increased uncertainty and volatility in global trade policy and foreign currency exchange rates.

The Company completed its actions under the 2022 Productivity Plan in the current year.

Total charges associated with the 2022 Productivity Plan and the U.S. voluntary retirement plan (“VRP”), which was completed in 2023, were $127 million, including $17 million recorded in the current year.

Together, these programs have impacted over 9% of our global employee base and have generated approximately $120 million of annualized net cost savings, primarily within Operating expenses.

In the second quarter, the Company completed a private offering of $500 million senior unsecured notes (the “Senior Notes”) with a 6.5% fixed interest rate; the proceeds of which, were partially used to repay outstanding debt.

Additionally, with the issuance of the fixed rate Senior Notes, the Company terminated its interest rate swap agreements which were intended to result in a fixed interest rate on a portion of our variable rate debt.

The purchase price of approximately €60 million is expected to be funded with cash on hand.

The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2025.

The acquired business will become part of the EVM segment.

| North America | | | $ | 2,547 | | | | | $ | 2,405 | | | | | $ | 2,919 | | | | | 5.9 | | % | | | | (17.6) | | % |

| EMEA | | | 1,617 | | | | | | 1,414 | | | | | | 1,920 | | | | | | 14.4 | | % | | | | (26.4) | | % |

| Asia-Pacific | | | 490 | | | | | | 481 | | | | | | 609 | | | | | | 1.9 | | % | | | | (21.0) | | % |

| Latin America | | | 327 | | | | | | 284 | | | | | | 333 | | | | | | 15.1 | | % | | | | (14.7) | | % |

| Settlement and related costs | | | — | | | | | | — | | | | | | 372 | | | | | | — | | % | | | | — | | % | | | | 6.4 | | % |

| | | | | | | | | | | | |

Total Net sales increased $397 million or 8.7% compared to the prior year reflecting growth in our EVM segment that was partially offset by a slight decline in our AIT segment as the current year recovery in demand trends benefited EVM earlier in the year than AIT.

Gross margin was higher in both segments, particularly EVM.

Current year Operating expenses were higher than the prior year primarily due to higher incentive compensation, partially offset by lower Exit and restructuring costs and incremental savings largely attributed to our Exit and restructuring actions.

Operating income was $742 million for the current year compared to $481 million for the prior year.

The increase in the effective tax rate compared to the prior year was primarily due to lower rate benefits from tax credits and discrete items as well as higher state income taxes.

Diluted earnings per share increased to $10.18 as compared to $5.72 in the prior year primarily due to higher Net income.

Asset Intelligence & Tracking Segment (“AIT”)

| Tangible products | | | $ | 1,532 | | | | | $ | 1,537 | | | | | $ | 1,728 | | | | | (0.3) | | % | | | | (11.1) | | % |

| Services and software | | | 115 | | | | | | 114 | | | | | | 109 | | | | | | 0.9 | | % | | | | 4.6 | | |

| Total Net sales | | | 1,647 | | | | | | 1,651 | | | | | | 1,837 | | | | | | (0.2) | | % | | | | (10.1) | | % |

| Gross profit | | | 793 | | | | | | 787 | | | | | | 795 | | | | | | 0.8 | | % | | | | (1.0) | | % |

| Operating expenses | | | 458 | | | | | | 441 | | | | | | 434 | | | | | | 3.9 | | % | | | | 1.6 | | % |

| Operating income | | | $ | 335 | | | | | $ | 346 | | | | | $ | 361 | | | | | (3.2) | | % | | | | (4.2) | | % |

| AIT Organic Net sales (decline) (2) | | | (0.9) | | % | | | | (8.8) | | % |

Excluding the impact of foreign currency changes, AIT Organic Net sales decreased by 0.9%.

Enterprise Visibility & Mobility Segment (“EVM”)

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: $1.7] [added: $2.0] billion of our [removed: $2.2] [added: $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 [removed: $17] [added: $20] million.

Foreign [removed: Exchange] [added: Currency] Risk

We provide offerings in approximately [removed: 176] [added: 179] countries throughout the world and, therefore, at times are exposed to risk based on movements in foreign exchange rates.

See Note 11, *Derivative Instruments* in the Notes to Consolidated Financial Statements for further discussions of [added: derivative and] hedging activities.

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 [removed: $1] [added: $2] million.

Market risk is the sensitivity of income to changes in interest rates, commodity prices, and foreign currency changes.

[removed: We also provide] machine vision and [removed: robotics automation] [added: self-serve touchscreen] solutions; a full range of services, including maintenance, technical support, repair, [added: managed and professional services; as well as cloud-based software subscriptions.]

End-users of our offerings include those in retail and e-commerce, manufacturing, transportation and logistics, healthcare, [added: hospitality,] public sector, and other industries.

We operate in [removed: 114] [added: 129] facilities with approximately [removed: 9,900] [added: 10,700] employees worldwide.

We provide our offerings globally through a direct sales force and an extensive network of over 10,000 channel partners, operating in [removed: approximately 176] [added: 179] countries.

Through continual innovation, we have expanded beyond the traditional AIDC market to transform activities such as factory production, packages moving through a supply chain, retail shopping, the hospital patient [removed: journey] [added: journey, restaurant self-service,] and first responders addressing public safety and emergency situations.

Data from enterprise assets, including status, condition, location, utilization, and preferences, is analyzed in the cloud to provide prioritized actionable [removed: insights.][added: insights and optimize activities.]

The need to transform workflows is being driven by secular trends in technology, which include the [removed: internet] [added: creation] of [removed: things (“IoT”),] [added: digital twins,] cloud-based data analytics, automation, mobility, computer vision, [removed: as well as] artificial intelligence and machine learning.

[removed: The IoT enables] [added: This transformation is powered by] the [removed: real-time exchange] [added: proliferation] of [added: smart, connected devices that exchange] an increasingly broad set of information [removed: among a proliferation of smart, connected devices.][added: in real time, enabling intelligent and responsive physical environments.]

[removed: *Matrox:*] [added: *Photoneo*:] On [removed: June 3, 2022,] [added: February 28, 2025,] the Company acquired [removed: Matrox Electronic Systems Ltd. (“Matrox”)] [added: Photoneo] for [removed: $881] [added: $62] million in cash, net of [removed: Matrox’s] [added: Photoneo’s] cash on-hand.

Through its acquisition, the Company expanded its machine vision [removed: products and software offerings.][added: offerings across several industries.]

The operating results of [removed: Matrox] [added: Elo] are included in the [removed: EVM] [added: CF] segment.

[removed: *Supplies:*] [added: *Supplies and Sensors:*] We produce and sell stock and customized thermal labels, wristbands, receipts, ribbons, plastic cards, and RFID tags suitable for use with our printers, as well as wristbands for use in laser printers.

[removed: *Services:* We provide a full range of maintenance,] [added: These services include ongoing maintenance and updates,] technical [removed: support,] [added: support] and repair [added: and recycling] services.

[removed: We provide our] [added: Our] services [added: are available] directly [removed: and] [added: from us or] through our global network of partners.

[removed: Our mobile computing products primarily incorporate the Android™ operating system with] software extensions for the enterprise and support local-area and wide-area voice and data communications.

*Data Capture, Fixed Industrial Scanning, and Machine [removed: Vision:*] [added: Vision*:] We design, manufacture, and sell barcode scanners, [added: fixed] industrial [removed: machine vision cameras,] [added: scanners,] and [removed: fixed] industrial [removed: scanners.][added: machine vision cameras.]

They are used in a broad range of applications, ranging from supermarket checkouts to [removed: industrial warehouse] optimization [added: in warehouses] to patient management in hospitals.

Our industrial machine vision platform-independent [added: AI-enabled] software, software development kits, smart cameras, vision controllers, frame grabbers, input/output cards, and 3D sensors capture, inspect, assess, and record data from industrial vision systems in factory automation, semiconductor inspection, pharmaceutical packaging, food & beverage, among other use cases.

[removed: We also provide managed and] [added: Our] professional [added: and managed] services [removed: that, among other things,] [added: are designed to] help customers design, test, and deploy our [removed: offerings] [added: offerings,] as well as manage their mobility devices, software [removed: applications] [added: applications,] and workflows.

Our offerings include cloud-based subscriptions with multiple service levels, [removed: which are] typically contracted through multi-year service agreements.

*Workflow optimization [removed: solutions:*] [added: solutions*:] We provide a portfolio of offerings that help our customers improve the agility and productivity of key workflows by analyzing and acting on operational data in real-time.

[removed: - Software-based] [added: Our workflow optimization solutions include software-based] offerings, which include workforce management, workflow execution and task management, [added: communication and collaboration-based offerings,] demand-sensing, price optimization, and prescriptive [removed: analytics, as well as communication and collaboration-based offerings.][added: analytics.]

Our software-based offerings are available with multiple service levels, [removed: and are] often contracted through multi-year service [removed: agreements;][added: agreements.]

[removed: - Managed] [added: We also provide managed] service offerings comprised of software and hardware bundled together, which include a range of physical inventory management offerings for retail, including offerings for full store physical inventories, cycle counts, and [removed: analytics; and][added: analytics.]

An industry leader focused on [added: digitizing and automating operations, and] improving enterprise workflows on the frontline

We are focused on the key complementary technology offerings that [added: automate operations and] drive improved enterprise workflows on the frontline, including mobile computing, [added: self-service touchscreens,] barcode and card printing, data capture, RFID, fixed industrial scanning, machine vision, and workflow optimization solutions, along with related software, services, and accessories.

We are highly diversified across business segments, end [removed: markets, geographies,] [added: markets] and [removed: customers.][added: geographies.]

Additionally, we have strong recurring business in services, [removed: supplies,] [added: supplies] and [added: sensors, and] software driven by an extensive global installed base of purpose-built offerings.

Our presence gives us the [removed: capability] [added: ability] to serve our customers globally.

In addition, we plan to leverage our market-leading installed base to accelerate growth in attach-oriented offerings, including services, [removed: supplies,] [added: supplies and sensors,] accessories, and software applications.

Advance our [removed: Enterprise Asset Intelligence] vision

The need for companies to improve productivity and implement their strategies, as well as the secular trends around [removed: IoT,] [added: artificial intelligence,] cloud computing, automation, and mobility, are some of the factors that are creating growth opportunities for established and new competitors.

*Data Capture, Fixed Industrial Scanning, and Machine Vision*: Competitors that provide a broad portfolio of barcode scanning products and related services that are suitable for most global market applications include [removed: Datalogic] [added: Datalogic, Honeywell] and [removed: Honeywell.][added: Newland.]

Competitors include: Datalogic, Honeywell, [removed: Panasonic,] [added: Panasonic] and Urovo.

*RFID and RTLS Offerings*: We compete with numerous companies operating in this market including Chainway, Impinj, Invengo, JADAK, Rodinbell, [added: TSC] and Ubisense.

[removed: *Supplies*:] [added: *Supplies and Sensors*:] The supplies industry is highly fragmented with competition comprised of numerous companies of various sizes around the world.

| | | | Year Ended December [removed: 31,] [added: 31, 2025] | | | | | | | | | | | | | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Customer A | | | [removed: 21] [added: 29] | | % | | | | [removed: 18] [added: 21] | | % | | | | [removed: 21] [added: 18] | | % |

| Customer B | | | [removed: 19] [added: 15] | | % | | | | [removed: 14] [added: 19] | | % | | | | [removed: 15] [added: 14] | | % |

We also provide

We continue to evolve and advance our vision: frontline operations everywhere are digitized, automated and intelligent.

Additionally, artificial intelligence is further streamlining frontline workflows by providing insights and delivering actions using on-device vision, audio, location and RFID to automate parts of traditional workflows.

Leveraging a combination of on-device and cloud-based AI, smart context-aware software companions are beginning to augment worker productivity, providing real-time assistance to get work done more quickly and accurately.

In the fourth quarter of 2025, the Company’s reportable segments changed to Connected Frontline (“CF”) and Asset Visibility and Automation (“AVA”).

The CF segment consists of our mobile computing products, and related services and software-based offerings that were formerly part of our Enterprise Visibility & Mobility (“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 Asset Intelligence & Tracking (“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.

*Elo:* On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo”) for $1,303 million in cash, net of Elo’s cash on-hand.

Elo is 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.

Photoneo is a leading developer and manufacturer of 3D machine vision offerings.

The operating results of Photoneo are included in the AVA segment.

Connected Frontline

The Connected Frontline segment is focused on unifying teams, customers, and AI agents to deliver enhanced frontline experiences.

This segment brings together solutions that empower frontline workers with the information and tools they need to make smarter decisions and improve customer service.

Principal product categories within the Connected Frontline segment include:

Our mobile computing products primarily incorporate the Android™ operating system with

*Elo:* Recently acquired leader in technology solutions for customer-facing frontline workflows that modernize point-of-sale, streamline self-service & payment experiences, automate kitchen/industrial workflows, and optimize production and process management.

Our offerings include a wide range of industry tailored solutions including point-of-sale solutions, self-serve kiosks and interactive touchscreen displays.

We are leveraging artificial intelligence to automate the detailed generation of tasks within complex workflows, bring knowledge and product companions to workers and deliver conversational interfaces that power our overall frontline experience.

*Services:* We provide a comprehensive range of professional, managed, and maintenance services to support our customers throughout the entire product lifecycle.

These services include the configuration and staging of products, design, testing, and deployment support, as well as the management of mobility devices, software applications, and workflows.

Our maintenance and support services include a full suite of maintenance, technical support, and repair services to ensure our products continue to operate at peak performance.

Asset Visibility and Automation

The Asset Visibility and Automation segment provides solutions that track critical assets and automate workflows to provide the real-time, data-driven insights necessary to optimize supply chains, manufacturing, and logistics.

The principal product categories include:

In 2025, we refreshed our brand to further differentiate ourselves in the marketplace and position us for growth in the coming years.

Our vision is for frontline operations everywhere to be digitized, automated, and intelligent.

We believe that key technology trends, including digital twins, cloud computing, and artificial intelligence, are fundamentally transforming our customers' businesses and our industry.

These trends present significant opportunities for us to create value.

We plan to capitalize on these trends by providing end-to-end solutions that deliver asset visibility and intelligent operations.

Our offerings integrate smart-connected sensors, RFID, and advanced software to provide actionable, data-driven insights.

As the foundation for intelligent operations, we empower our customers to optimize workflows, enhance decision-making, and improve business outcomes in an increasingly dynamic environment.

We will continue to invest in technologies that connect the frontline, provide real-time visibility, and enable automation, which we believe will drive our competitive differentiation and elevate our position as a solutions provider.

*Point-of-Sale, Self-Checkout, Payment Solutions, Self-Service Kiosks, and Interactive Displays:* We compete with many companies in one or more of these related categories including Acrelec, Diebold Nixdorf, HP, Toshiba TEC, VeriFone.

*Workflow optimization solutions:* Competitors include software providers to the retail industry.

Our employees work in 57 countries with 44% of our employee population residing in the U.S.

As of the end of 2025, more than 90% of global employees have attended the workshop.

In 2025, Zebra also launched a new annual global learning series entitled “Development Days...Learn, Grow, Succeed,” which focused on in-person and virtual learning for all employees globally.

managed and professional services; as well as cloud-based software subscriptions.

We continue to advance our Enterprise Asset Intelligence (“EAI”) vision: every asset and front-line worker visible, connected, and fully optimized.

As a result, our offerings enable enterprises to “sense, analyze, and act” more effectively to optimize their activities.

Leveraging artificial intelligence through machine learning can analyze real-time data for increased visibility into workflows.

Matrox is a leading provider of advanced machine vision components and software serving multiple end-markets.

*Photoneo*: On December 27, 2024, the Company entered into a definitive agreement to acquire Photoneo, a leading developer and manufacturer of 3D machine vision solutions.

The purchase price of approximately €60 million is expected to be funded with cash on hand.

The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2025.

The acquired business will become part of the EVM segment.

Our operations consist of two reportable segments: Asset Intelligence & Tracking (“AIT”), which includes barcode and card printing, RFID and RTLS offerings, supplies, and services; and Enterprise Visibility & Mobility (“EVM”), which includes mobile computing, data capture, fixed industrial scanning and machine vision, services and workflow optimization solutions.

We believe that the offerings across these segments collectively elevate Zebra’s positioning with our customers, enabling us to better transform workflows.

Asset Intelligence & Tracking

Enterprise Visibility & Mobility

In 2021 we introduced fixed industrial scanning and machine vision offerings, and in 2022, we significantly expanded our machine vision offerings through the acquisition of Matrox Imaging.

Our workflow optimization solutions include:

- Robotic automation offerings, which include software-powered autonomous robots that enable customers to orchestrate workflows alongside frontline workers, improving productivity and operational efficiency.

Our robotic automation offerings are available in a variety of form factors to accommodate many use cases, from e-commerce fulfillment to material movement.

Our EAI vision is for every asset and front-line worker to be connected, visible, and fully optimized.

We believe that secular technology trends, particularly in IoT, cloud computing, automation, mobility, and artificial intelligence advance our vision and are transforming our customers’ businesses and our industry, providing us with significant new opportunities to create value for our customers and for the Company.

We expect to capitalize on these trends, and in particular the proliferation of smart connected sensors and devices in our core market segments, by providing end-to-end offerings that integrate these sensors and devices with cloud-based software which add value to our customers’ workflows and analytics.

We plan to continue investing in the development of technologies that serve as the foundation for intelligent operations, providing our customers with visibility, connected frontline workers, and intelligent automation.

Our offerings will also increasingly include advanced features, functions, and user experiences to drive additional competitive differentiation and elevate our role as a solutions provider.

We also compete against smaller companies that focus on limited product subsets or specific regions, including Newland.

*Workflow optimization solutions:* We compete with a diverse and varied group of companies across our offerings worldwide.

Competitors range from providers of software-based offerings serving customers in the retail industry to providers of autonomous mobile robot offerings serving customers in the manufacturing, distribution, and fulfillment industries.

Our employees work in 54 countries with 45% of our employee population residing in the U.S. Some locations where business is conducted, primarily in Europe, China, and India, are subject to labor laws that differ significantly from those in the U.S.

We also offer annual training and certification programs, including mandatory compliance training.

We also have structured mentorship programs for our employees.

Through Zebra’s community partnerships, our employees leverage their talents and experience to make a positive impact on important community causes, including the advancement of STEM education.

Through our partnerships to advance STEM, we sponsor educational events, mentor teams and individuals, and pilot programs to widen Zebra’s future talent pipeline.

Our philanthropy efforts focus on healthcare and disaster relief where we maintain relationships with key strategic partners.

See Note 14, *Accrued Liabilities, Commitments and Contingencies* in the Notes to Consolidated Financial [removed: Statements for discussion of certain matters.][added: Statements.]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the shares of Class A Common Stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, June [removed: 29, 2024,] [added: 28, 2025,] was [removed: $15.8] [added: $15.5] billion.

As of February [removed: 6, 2025,] [added: 5, 2026,] there were [removed: 51,379,208] [added: 49,191,704] shares of Class A Common Stock, par value $.01 per share, outstanding.

Certain sections of the Registrant’s definitive proxy statement for its Annual Meeting of Stockholders to be held on May [removed: 8, 2025,] [added: 19, 2026,] are incorporated by reference into Part III of this report, as indicated herein.

YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

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| Item 3. | | | | | | [Legal [removed: Proceedings](#i6d8a8d5580f441a5b161bf1107019de2_28)] [added: Proceedings](#i6172b7f49bcf47948f7c38efcb2fbd70_28)] | | | [removed: [25](#i6d8a8d5580f441a5b161bf1107019de2_28)] [added: [26](#i6172b7f49bcf47948f7c38efcb2fbd70_28)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i6d8a8d5580f441a5b161bf1107019de2_31)] [added: Disclosures](#i6172b7f49bcf47948f7c38efcb2fbd70_31)] | | | [removed: [26](#i6d8a8d5580f441a5b161bf1107019de2_31)] [added: [26](#i6172b7f49bcf47948f7c38efcb2fbd70_31)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6d8a8d5580f441a5b161bf1107019de2_37)] [added: Securities](#i6172b7f49bcf47948f7c38efcb2fbd70_37)] | | | [removed: [27](#i6d8a8d5580f441a5b161bf1107019de2_37)] [added: [27](#i6172b7f49bcf47948f7c38efcb2fbd70_37)] | | |

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| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6d8a8d5580f441a5b161bf1107019de2_43)] [added: Operations](#i6172b7f49bcf47948f7c38efcb2fbd70_43)] | | | [removed: [30](#i6d8a8d5580f441a5b161bf1107019de2_43)] [added: [30](#i6172b7f49bcf47948f7c38efcb2fbd70_43)] | | |

| | | | | | | [Results of [removed: Operations](#i6d8a8d5580f441a5b161bf1107019de2_49)] [added: Operations](#i6172b7f49bcf47948f7c38efcb2fbd70_49)] | | | [removed: [31](#i6d8a8d5580f441a5b161bf1107019de2_49)] [added: [32](#i6172b7f49bcf47948f7c38efcb2fbd70_49)] | | |

| | | | | | | [Liquidity and Capital [removed: Resources](#i6d8a8d5580f441a5b161bf1107019de2_52)] [added: Resources](#i6172b7f49bcf47948f7c38efcb2fbd70_52)] | | | [removed: [34](#i6d8a8d5580f441a5b161bf1107019de2_52)] [added: [36](#i6172b7f49bcf47948f7c38efcb2fbd70_52)] | | |

| | | | | | | [Critical Accounting [removed: Estimates](#i6d8a8d5580f441a5b161bf1107019de2_58)] [added: Estimates](#i6172b7f49bcf47948f7c38efcb2fbd70_58)] | | | [removed: [37](#i6d8a8d5580f441a5b161bf1107019de2_58)] [added: [38](#i6172b7f49bcf47948f7c38efcb2fbd70_58)] | | |

| | | | | | | [New Accounting [removed: Pronouncements](#i6d8a8d5580f441a5b161bf1107019de2_61)] [added: Pronouncements](#i6172b7f49bcf47948f7c38efcb2fbd70_61)] | | | [removed: [38](#i6d8a8d5580f441a5b161bf1107019de2_61)] [added: [39](#i6172b7f49bcf47948f7c38efcb2fbd70_61)] | | |

| | | | | | | [Non-GAAP [removed: Measures](#i6d8a8d5580f441a5b161bf1107019de2_64)] [added: Measures](#i6172b7f49bcf47948f7c38efcb2fbd70_64)] | | | [removed: [38](#i6d8a8d5580f441a5b161bf1107019de2_64)] [added: [39](#i6172b7f49bcf47948f7c38efcb2fbd70_64)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6d8a8d5580f441a5b161bf1107019de2_67)] [added: Risk](#i6172b7f49bcf47948f7c38efcb2fbd70_67)] | | | [removed: [39](#i6d8a8d5580f441a5b161bf1107019de2_67)] [added: [40](#i6172b7f49bcf47948f7c38efcb2fbd70_67)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i6d8a8d5580f441a5b161bf1107019de2_70)] [added: Data](#i6172b7f49bcf47948f7c38efcb2fbd70_70)] | | | [removed: [40](#i6d8a8d5580f441a5b161bf1107019de2_70)] [added: [41](#i6172b7f49bcf47948f7c38efcb2fbd70_70)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i6d8a8d5580f441a5b161bf1107019de2_73)] [added: Firm](#i6172b7f49bcf47948f7c38efcb2fbd70_73)] | | | [removed: [41](#i6d8a8d5580f441a5b161bf1107019de2_73)] [added: [42](#i6172b7f49bcf47948f7c38efcb2fbd70_73)] | | |

| | | | | | | [Consolidated Balance [removed: Sheets](#i6d8a8d5580f441a5b161bf1107019de2_76)] [added: Sheets](#i6172b7f49bcf47948f7c38efcb2fbd70_76)] | | | [removed: [43](#i6d8a8d5580f441a5b161bf1107019de2_76)] [added: [45](#i6172b7f49bcf47948f7c38efcb2fbd70_76)] | | |

| | | | | | | [Consolidated Statements of [removed: Operations](#i6d8a8d5580f441a5b161bf1107019de2_79)] [added: Operations](#i6172b7f49bcf47948f7c38efcb2fbd70_79)] | | | [removed: [44](#i6d8a8d5580f441a5b161bf1107019de2_79)] [added: [46](#i6172b7f49bcf47948f7c38efcb2fbd70_79)] | | |

| | | | | | | [Consolidated Statements of Comprehensive [removed: Income](#i6d8a8d5580f441a5b161bf1107019de2_82)] [added: Income](#i6172b7f49bcf47948f7c38efcb2fbd70_82)] | | | [removed: [45](#i6d8a8d5580f441a5b161bf1107019de2_82)] [added: [47](#i6172b7f49bcf47948f7c38efcb2fbd70_82)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i6d8a8d5580f441a5b161bf1107019de2_85)] [added: Equity](#i6172b7f49bcf47948f7c38efcb2fbd70_85)] | | | [removed: [46](#i6d8a8d5580f441a5b161bf1107019de2_85)] [added: [48](#i6172b7f49bcf47948f7c38efcb2fbd70_85)] | | |

| | | | | | | [Consolidated Statements of Cash [removed: Flows](#i6d8a8d5580f441a5b161bf1107019de2_88)] [added: Flows](#i6172b7f49bcf47948f7c38efcb2fbd70_88)] | | | [removed: [47](#i6d8a8d5580f441a5b161bf1107019de2_88)] [added: [49](#i6172b7f49bcf47948f7c38efcb2fbd70_88)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i6d8a8d5580f441a5b161bf1107019de2_91)] [added: Statements](#i6172b7f49bcf47948f7c38efcb2fbd70_91)] | | | [removed: [48](#i6d8a8d5580f441a5b161bf1107019de2_91)] [added: [50](#i6172b7f49bcf47948f7c38efcb2fbd70_91)] | | |

| | | | | | | [Note 1: Description of Business and Basis of [removed: Presentation](#i6d8a8d5580f441a5b161bf1107019de2_94)] [added: Presentation](#i6172b7f49bcf47948f7c38efcb2fbd70_94)] | | | [removed: [48](#i6d8a8d5580f441a5b161bf1107019de2_94)] [added: [50](#i6172b7f49bcf47948f7c38efcb2fbd70_94)] | | |

| | | | | | | [Note 2: Significant Accounting [removed: Policies](#i6d8a8d5580f441a5b161bf1107019de2_97)] [added: Policies](#i6172b7f49bcf47948f7c38efcb2fbd70_97)] | | | [removed: [48](#i6d8a8d5580f441a5b161bf1107019de2_97)] [added: [50](#i6172b7f49bcf47948f7c38efcb2fbd70_97)] | | |

| | | | | | | [Note 3: [removed: Revenues](#i6d8a8d5580f441a5b161bf1107019de2_100)] [added: Revenues](#i6172b7f49bcf47948f7c38efcb2fbd70_100)] | | | [removed: [52](#i6d8a8d5580f441a5b161bf1107019de2_100)] [added: [54](#i6172b7f49bcf47948f7c38efcb2fbd70_100)] | | |

| | | | | | | [Note 4: [removed: Inventories](#i6d8a8d5580f441a5b161bf1107019de2_103)] [added: Inventories](#i6172b7f49bcf47948f7c38efcb2fbd70_103)] | | | [removed: [54](#i6d8a8d5580f441a5b161bf1107019de2_103)] [added: [56](#i6172b7f49bcf47948f7c38efcb2fbd70_103)] | | |

| | | | | | | [Note 5: Business [removed: Acquisitions](#i6d8a8d5580f441a5b161bf1107019de2_106)] [added: Acquisitions](#i6172b7f49bcf47948f7c38efcb2fbd70_106)] | | | [removed: [54](#i6d8a8d5580f441a5b161bf1107019de2_106)] [added: [56](#i6172b7f49bcf47948f7c38efcb2fbd70_106)] | | |

| | | | | | | [Note 6: Goodwill and Other [removed: Intangibles](#i6d8a8d5580f441a5b161bf1107019de2_109)] [added: Intangibles](#i6172b7f49bcf47948f7c38efcb2fbd70_109)] | | | [removed: [55](#i6d8a8d5580f441a5b161bf1107019de2_109)] [added: [57](#i6172b7f49bcf47948f7c38efcb2fbd70_109)] | | |

| | | | | | | [Note 7: Property, Plant and [removed: Equipment](#i6d8a8d5580f441a5b161bf1107019de2_112)] [added: Equipment](#i6172b7f49bcf47948f7c38efcb2fbd70_112)] | | | [removed: [56](#i6d8a8d5580f441a5b161bf1107019de2_112)] [added: [58](#i6172b7f49bcf47948f7c38efcb2fbd70_112)] | | |

| | | | | | | [Note 8: [removed: Investments](#i6d8a8d5580f441a5b161bf1107019de2_115)] [added: Investments](#i6172b7f49bcf47948f7c38efcb2fbd70_115)] | | | [removed: [56](#i6d8a8d5580f441a5b161bf1107019de2_115)] [added: [59](#i6172b7f49bcf47948f7c38efcb2fbd70_115)] | | |

| | | | | | | [Note 9: Exit and Restructuring [removed: Costs](#i6d8a8d5580f441a5b161bf1107019de2_118)] [added: Costs](#i6172b7f49bcf47948f7c38efcb2fbd70_118)] | | | [removed: [56](#i6d8a8d5580f441a5b161bf1107019de2_118)] [added: [59](#i6172b7f49bcf47948f7c38efcb2fbd70_118)] | | |

| | | | | | | [Note 10: Fair Value [removed: Measurements](#i6d8a8d5580f441a5b161bf1107019de2_121)] [added: Measurements](#i6172b7f49bcf47948f7c38efcb2fbd70_121)] | | | [removed: [56](#i6d8a8d5580f441a5b161bf1107019de2_121)] [added: [59](#i6172b7f49bcf47948f7c38efcb2fbd70_121)] | | |

| | | | | | | [Note 11: Derivative [removed: Instruments](#i6d8a8d5580f441a5b161bf1107019de2_124)] [added: Instruments](#i6172b7f49bcf47948f7c38efcb2fbd70_124)] | | | [removed: [57](#i6d8a8d5580f441a5b161bf1107019de2_124)] [added: [60](#i6172b7f49bcf47948f7c38efcb2fbd70_124)] | | |

| [PART I](#i6172b7f49bcf47948f7c38efcb2fbd70_10) | | | | | | | | | | | |

| [PART II](#i6172b7f49bcf47948f7c38efcb2fbd70_34) | | | | | | | | | | | |

| | | | | | | [Overview](#i6172b7f49bcf47948f7c38efcb2fbd70_46) | | | [30](#i6172b7f49bcf47948f7c38efcb2fbd70_46) | | |

| | | | | | | [Note 21: Subsequent Events](#i6172b7f49bcf47948f7c38efcb2fbd70_1651) | | | [77](#i6172b7f49bcf47948f7c38efcb2fbd70_1651) | | |

| [PART III](#i6172b7f49bcf47948f7c38efcb2fbd70_178) | | | | | | | | | | | |

| [PART IV](#i6172b7f49bcf47948f7c38efcb2fbd70_196) | | | | | | | | | | | |

| [Signatures](#i6172b7f49bcf47948f7c38efcb2fbd70_205) | | | | | | | | | [86](#i6172b7f49bcf47948f7c38efcb2fbd70_205) | | |

| | | | | | | | | | | | |

| [PART I](#i6d8a8d5580f441a5b161bf1107019de2_10) | | | | | | | | | | | |

| [PART II](#i6d8a8d5580f441a5b161bf1107019de2_34) | | | | | | | | | | | |

| | | | | | | [Overview](#i6d8a8d5580f441a5b161bf1107019de2_46) | | | [30](#i6d8a8d5580f441a5b161bf1107019de2_46) | | |

| [PART III](#i6d8a8d5580f441a5b161bf1107019de2_175) | | | | | | | | | | | |

| [PART IV](#i6d8a8d5580f441a5b161bf1107019de2_193) | | | | | | | | | | | |

| [Signatures](#i6d8a8d5580f441a5b161bf1107019de2_202) | | | | | | | | | [81](#i6d8a8d5580f441a5b161bf1107019de2_202) | | |

The CIO and [removed: his team are] [added: CSO partner to define and execute the Company’s cybersecurity strategy, with the CIO’s organization] responsible for executing cybersecurity risk mitigation plans.

Further, Zebra relies on its information security management system supported by a comprehensive set of policies that directly align with ISO 27001 and are supported by System and Organization Controls 2 (SOC2) reports and external ISO [removed: 27001:2013] [added: 27001] certification for certain parts of our business.

- Third-Party Risk Management (“TPRM”) – Our TPRM function focuses on mitigating cybersecurity risk posed by third parties, with an emphasis on vendors who have access to sensitive data or are integrated with critical business systems.

- Third-Party Risk Management (“TPRM”) – Our TPRM function focuses on mitigating cybersecurity risk from specific third-party vendor categories.

As of December 31, [removed: 2024,] [added: 2025,] the Company owned 3 laboratory and warehouse facilities located in the U.S., U.K., and Canada.

As of December 31, [removed: 2024,] [added: 2025,] the Company had a total of [removed: 111] [added: 126] leased facilities with locations spread globally; [removed: 29] [added: 31] of which are located in the U.S. and [removed: 82] [added: 95] of which are located in other countries.

As of February [removed: 6, 2025,] [added: 5, 2026,] the last reported price for the Company’s Class A Common Stock was [removed: $376.80] [added: $241.08] per share, and there were [removed: 78] [added: 72] registered stockholders of record for Zebra’s Class A Common Stock.

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended December 31, [removed: 2024.][added: 2025.]

Repurchases may be [removed: affected] [added: effected] from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934.

As of December 31, [removed: 2024,] [added: 2025,] the Company has cumulatively repurchased [removed: 539,574] [added: 2,677,701] shares of common stock for approximately [removed: $154] [added: $741] million, resulting in a remaining amount of share repurchases authorized under the plans of [removed: $846] [added: $259] million.

Subsequent to the year ended December 31, [removed: 2024,] [added: 2025,] the Company [removed: has] repurchased [removed: 128,466] [added: 401,649] shares of common stock for approximately [removed: $50] [added: $100] million through February [removed: 6, 2025.][added: 5, 2026.]

The following graph compares the cumulative total stockholder return, calculated on a dividend-reinvested basis, in Zebra Technologies Corporation Class A Common Stock, the S&P 500 Index, and the S&P 500 Information Technology Index for the five years ended December 31, [removed: 2024.][added: 2025.]

The comparison assumes that $100 was invested in each of the Company’s Class A Common Stock, the S&P 500 Index, and the S&P 500 Information Technology Index as of the market close on December 31, [removed: 2019.][added: 2020.]

][added: 2025.jpg](https://www.sec.gov/Archives/edgar/data/877212/000162828026007668/zbra-20251231_g1.jpg)]

| Value at each year-end of $100 initial investment made on December 31, [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| September 28, 2025 - October 25, 2025 | | | | | | 85,458 | | | | | | $ | 292.54 | | | | | 85,458 | | | | | | $ | 537 | |

| October 26, 2025 - November 22, 2025 | | | | | | 699,102 | | | | | | 253.89 | | | | | | 699,102 | | | | | | 360 | | |

| November 23, 2025 - December 31, 2025 | | | | | | 392,678 | | | | | | 254.66 | | | | | | 392,678 | | | | | | 259 | | |

| Total | | | | | | 1,177,238 | | | | | | $ | 256.96 | | | | | 1,177,238 | | | | | | $ | 259 | |

Additionally, on February 4, 2026, the Company’s Board of Directors authorized additional share repurchases of up to $1 billion of outstanding shares of common stock.

This additional authorization does not supersede the existing authorization that was announced in and has been active since 2022.

Like the Company’s existing share repurchase authorization, repurchases may be effected from time to time through open market purchases, including pursuant to a pre-set trading plan meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934.

| | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | | | | | 12/25 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 154.87 | | | | | $ | 66.72 | | | | | $ | 71.12 | | | | | $ | 100.49 | | | | | $ | 63.18 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 134.53 | | | | | $ | 96.60 | | | | | $ | 152.48 | | | | | $ | 208.30 | | | | | $ | 258.38 | |

| September 29, 2024 - October 26, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 877 | |

| October 27, 2024 - November 23, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 877 | | |

| November 24, 2024 - December 31, 2024 | | | | | | 80,256 | | | | | | 387.20 | | | | | | 80,256 | | | | | | 846 | | |

| Total | | | | | | 80,256 | | | | | | $ | — | | | | | 80,256 | | | | | | $ | 846 | |

This authorization augments the previous $1 billion share repurchase authorization which was announced on July 30, 2019 and completed in the fourth quarter of 2022.

| | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| Zebra Technologies Corporation | | | | | | $ | 100.00 | | | | | $ | 150.46 | | | | | $ | 233.01 | | | | | $ | 100.38 | | | | | $ | 107.00 | | | | | $ | 151.20 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Information Technology | | | | | | $ | 100.00 | | | | | $ | 143.89 | | | | | $ | 193.58 | | | | | $ | 139.00 | | | | | $ | 219.40 | | | | | $ | 299.72 | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#i6d8a8d5580f441a5b161bf1107019de2_73)] [added: 42)](#i6172b7f49bcf47948f7c38efcb2fbd70_73)] | | | [removed: [41](#i6d8a8d5580f441a5b161bf1107019de2_73)] [added: [42](#i6172b7f49bcf47948f7c38efcb2fbd70_73)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i6d8a8d5580f441a5b161bf1107019de2_76)] [added: 2024](#i6172b7f49bcf47948f7c38efcb2fbd70_76)] | | | [removed: [43](#i6d8a8d5580f441a5b161bf1107019de2_76)] [added: [45](#i6172b7f49bcf47948f7c38efcb2fbd70_76)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_79)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_79)] | | | [removed: [44](#i6d8a8d5580f441a5b161bf1107019de2_79)] [added: [46](#i6172b7f49bcf47948f7c38efcb2fbd70_79)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_82)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_82)] | | | [removed: [45](#i6d8a8d5580f441a5b161bf1107019de2_82)] [added: [47](#i6172b7f49bcf47948f7c38efcb2fbd70_82)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_85)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_85)] | | | [removed: [46](#i6d8a8d5580f441a5b161bf1107019de2_85)] [added: [48](#i6172b7f49bcf47948f7c38efcb2fbd70_85)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_88)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_88)] | | | [removed: [47](#i6d8a8d5580f441a5b161bf1107019de2_88)] [added: [49](#i6172b7f49bcf47948f7c38efcb2fbd70_88)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6d8a8d5580f441a5b161bf1107019de2_91)] [added: Statements](#i6172b7f49bcf47948f7c38efcb2fbd70_91)] | | | [removed: [48](#i6d8a8d5580f441a5b161bf1107019de2_91)] [added: [50](#i6172b7f49bcf47948f7c38efcb2fbd70_91)] | | |

We have audited the accompanying consolidated balance sheets of Zebra Technologies Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 13, 2025] [added: 12, 2026] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: 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 [removed: matter] [added: 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 [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or [removed: disclosure] [added: disclosures] to which [removed: it relates.][added: they relate.]

[removed: Accounting for] [added: |] Income [removed: Taxes][added: taxes payable | | | 12 | | | | | | 36 | | |]

| 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 [removed: Company’s] evaluation and estimation of [added: certain of the Company’s] uncertain tax positions. | | |

| How We Addressed the Matter in Our Audit | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the [removed: Company’s] identification of and accounting for [removed: the] [added: those uncertain] tax [removed: impact of significant changes in the business.] [added: positions.] This included controls over the Company’s tax technical assessment of [added: the related] cross-jurisdictional [removed: transactions.] [added: transactions and developments impacting the recognition and measurement of those uncertain tax positions.] Our audit procedures included, among others, involving our tax professionals [removed: in the significant operating jurisdictions] to test the [added: implications of developments impacting the recognition and measurement of certain of the] Company’s [added: uncertain] tax [removed: provision] [added: positions, such as correspondence with tax authorities, tax law changes] and [added: changes in] the [removed: application of significant tax laws to cross-jurisdictional transactions.] [added: business.] We [removed: evaluated] [added: tested] the [removed: Company’s transfer pricing] [added: completeness and accuracy of the underlying data and calculations] used in [removed: intercompany transactions to assess whether there was alignment with] the [removed: Company’s operations.] [added: measurement of those uncertain tax positions.] We [added: also] assessed the completeness of significant tax matters identified [added: related to those uncertain tax positions] and the adequacy of the accounting for any potential uncertainty. | | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 901] [added: 125] | | | | | $ | [removed: 137] [added: 901] | |

| Accounts receivable, net of allowances for doubtful accounts of $1 million each as of December 31, [removed: 2024] [added: 2025] and [removed: 2023, respectively] [added: 2024] | | | [removed: 692] [added: 801] | | | | | | [removed: 521] [added: 692] | | |

| Inventories, net | | | [removed: 693] [added: 729] | | | | | | [removed: 804] [added: 693] | | |

| Income tax receivable | | | [removed: 20] [added: 31] | | | | | | [removed: 63] [added: 20] | | |

| Prepaid expenses and other current assets | | | [removed: 134] [added: 110] | | | | | | [removed: 147] [added: 134] | | |

| Total Current assets | | | [removed: 2,440] [added: 1,796] | | | | | | [removed: 1,672] [added: 2,440] | | |

| Property, plant and equipment, net | | | [removed: 305] [added: 353] | | | | | | [removed: 309] [added: 305] | | |

| Right-of-use lease assets | | | [removed: 167] [added: 166] | | | | | | [removed: 169] [added: 167] | | |

| Goodwill | | | [removed: 3,891] [added: 4,727] | | | | | | [removed: 3,895] [added: 3,891] | | |

| Other intangibles, net | | | [removed: 422] [added: 809] | | | | | | [removed: 527] [added: 422] | | |

| Deferred income taxes | | | [removed: 512] [added: 414] | | | | | | [removed: 438] [added: 512] | | |

| Other long-term assets | | | [removed: 231] [added: 237] | | | | | | [removed: 296] [added: 231] | | |

| Total Assets | | | $ | [removed: 7,968] [added: 8,502] | | | | | $ | [removed: 7,306] [added: 7,968] | |

| Current portion of long-term debt | | | $ | [removed: 79] [added: 141] | | | | | $ | [removed: 173] [added: 79] | |

| Accounts payable | | | [removed: 633] [added: 695] | | | | | | [removed: 456] [added: 633] | | |

| Accrued liabilities | | | [removed: 503] [added: 558] | | | | | | [removed: 504] [added: 503] | | |

| Deferred revenue | | | [removed: 453] [added: 446] | | | | | | [removed: 458] [added: 453] | | |

| [removed: Income] [added: Deferred income] taxes [removed: payable] | | | [removed: 36] [added: 32] | | | | | | [removed: 7] [added: 57] | | |

| Total Current liabilities | | | [removed: 1,704] [added: 1,852] | | | | | | [removed: 1,598] [added: 1,704] | | |

| Long-term debt | | | [removed: 2,092] [added: 2,361] | | | | | | [removed: 2,047] [added: 2,092] | | |

| Long-term lease liabilities | | | [removed: 155] [added: 157] | | | | | | [removed: 152] [added: 155] | | |

| Deferred income taxes | | | [removed: 57] [added: 21] | | | | | | [removed: 67] [added: (94)] | | | [added: | | | (36) | | |]

| Long-term deferred revenue | | | [removed: 304] [added: 396] | | | | | | [removed: 312] [added: 304] | | |

Acquisition of Elo Holdings, Inc. - Valuation of Developed Technology and Customer Relationships

| 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. | | |

| Net income | | | $ | 419 | | | | | $ | 528 | | | | | $ | 296 | |

| Repurchase of common stock | | | | | | (2,138,127) | | | | | | — | | | | | | — | | | | | | (587) | | | | | | — | | | | | | — | | | | | | (587) | | |

| Excise tax on share repurchases | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | | | | | (5) | | |

| Balance at December 31, 2025 | | | | | | 49,592,946 | | | | | | $ | 1 | | | | | $ | 814 | | | | | $ | (2,488) | | | | | $ | 5,279 | | | | | $ | (18) | | | | | $ | 3,588 | |

| Net income | | | $ | 419 | | | | | $ | 528 | | | | | $ | 296 | |

| Impairment of goodwill, intangibles and other assets | | | 45 | | | | | | — | | | | | | — | | |

| Proceeds from the sale of long-term investments | | | 1 | | | | | | — | | | | | | — | | |

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.

Refer to Part I, Item 1 of this document for additional information about our operating segments.

Cost is generally determined based on moving-average cost (which approximates cost on a first-in, first-out basis).

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

impairment of goodwill.

One year renewals are available thereafter.

Point-of-sale solutions, self-serve kiosks, and interactive touchscreen displays are warrantied from 18 months to five years, depending on the product.

These costs are recognized net of estimated forfeitures.

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.

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.

| | | | Year Ended December 31, 2025 | | | | | | | | | | | | | | |

| CF | | | $ | 2,156 | | | | | $ | 804 | | | | | $ | 2,960 | |

| AVA | | | 2,262 | | | | | | 174 | | | | | | 2,436 | | |

| Total | | | $ | 4,418 | | | | | $ | 978 | | | | | $ | 5,396 | |

| CF | | | $ | 1,916 | | | | | $ | 798 | | | | | $ | 2,714 | |

| AVA | | | 2,100 | | | | | | 167 | | | | | | 2,267 | | |

| CF | | | $ | 1,522 | | | | | $ | 758 | | | | | $ | 2,280 | |

| AVA | | | 2,143 | | | | | | 161 | | | | | | 2,304 | | |

*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.

The Company utilized estimated fair values as of the acquisition date to allocate the purchase consideration to the identifiable assets acquired and liabilities assumed.

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.

| Accounts receivable | | | 59 | | |

| | | | | | |

February 13, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Settlement and related costs | | | — | | | | | | — | | | | | | 372 | | |

| Balance at December 31, 2021 | | | | | | 53,415,275 | | | | | | $ | 1 | | | | | $ | 462 | | | | | $ | (1,023) | | | | | $ | 3,573 | | | | | $ | (29) | | | | | $ | 2,984 | |

| Repurchase of common stock | | | | | | (2,027,542) | | | | | | — | | | | | | — | | | | | | (751) | | | | | | — | | | | | | — | | | | | | (751) | | |

| Income taxes | | | 68 | | | | | | (168) | | | | | | 108 | | |

Certain prior period amounts included in Net cash provided by (used in) operating activities have been reclassified to conform with the current period presentation.

years for buildings and range from three to ten years for all other asset categories.

We most recently performed our annual goodwill impairment testing in the fourth quarter of 2024 which did not result in any impairment.

Accounting for the

In the current year, the Company adopted Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis.

Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”).

December 31, 2027 year-end and interim periods thereafter, with early adoption permitted.

| AIT | | | $ | 1,532 | | | | | $ | 115 | | | | | $ | 1,647 | |

| EVM | | | 2,484 | | | | | | 850 | | | | | | 3,334 | | |

| AIT | | | $ | 1,537 | | | | | $ | 114 | | | | | $ | 1,651 | |

| EVM | | | 2,128 | | | | | | 805 | | | | | | 2,933 | | |

| AIT | | | $ | 1,728 | | | | | $ | 109 | | | | | $ | 1,837 | |

| EVM | | | 3,187 | | | | | | 757 | | | | | | 3,944 | | |

| Total | | | $ | 4,915 | | | | | $ | 866 | | | | | $ | 5,781 | |

*Matrox*

On June 3, 2022, the Company acquired Matrox Electronic Systems Ltd. (“Matrox”), a developer of advanced machine vision components and software.

| Customer and other relationships | | | $ | 232 | | | | | 11 | | |

| Technology and patents | | | 63 | | | | | | 7 | | |

The Company has not included unaudited pro forma results for the year preceding the acquisition, as doing so would not yield materially different results.

On December 27, 2024, the Company entered into a definitive agreement to acquire Photoneo, a leading developer and manufacturer of 3D machine vision solutions.

The purchase price of approximately €60 million is expected to be funded with cash on hand.

The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2025.

The acquired business will become part of the EVM segment.

| | | | AIT | | | | | | EVM | | | | | | Total | | |

| Goodwill as of December 31, 2023 | | | $ | 229 | | | | | $ | 3,666 | | | | | $ | 3,895 | |

The Company’s goodwill balance consists of four reporting units.

The Company completed its annual goodwill impairment testing during the fourth quarter of 2024 utilizing a quantitative approach.

The estimated fair value of each reporting unit exceeded its carrying value by at least 150%.

| Trade names | | | 65 | | | | | | (65) | | | | | | — | | | | | | 66 | | | | | | (56) | | | | | | 10 | | |

| Total | | | $ | 422 | |

The Company paid $3 million, $1 million and $12 million for the purchases of long-term investments during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recognized net losses of $6 million during the year ended December 31, 2024.

Net gains and losses were not significant for the years ended December 31, 2023 and 2022.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this assessment and those criteria, our management believes that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting is effective.

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of [removed: 2024,] [added: 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.

We have audited Zebra Technologies Corporation and subsidiaries internal control over financial reporting as of December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 2025,] based on the COSO criteria.

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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 13, 2025] [added: 12, 2026] expressed an unqualified opinion thereon.

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.

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.

February 12, 2026

February 13, 2025

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 [removed: 2024.][added: 2025.]

All other information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance,” “Election of Directors,” [removed: “Committees of the Board,”] [added: “Board Effectiveness – Board Structure and Meeting Attendance,”] “Executive Officers,” and “Delinquent Section 16(a) Reports.”

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

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 [removed: Independence,”] [added: Independence and Overboarding,”] “Election of Directors,” and [removed: “Committees of the Board.”][added: “Board Effectiveness – Board Structure and Meeting Attendance.”]

| | | | | | | [Report of Independent Registered Public Accounting Firm [removed: (PC](#i6d8a8d5580f441a5b161bf1107019de2_73)[AOB ID:](#i6d8a8d5580f441a5b161bf1107019de2_73) 42[)](#i6d8a8d5580f441a5b161bf1107019de2_73)] [added: (PC](#i6172b7f49bcf47948f7c38efcb2fbd70_73)[AOB ID:](#i6172b7f49bcf47948f7c38efcb2fbd70_73) 42[)](#i6172b7f49bcf47948f7c38efcb2fbd70_73)] | | | [removed: [41](#i6d8a8d5580f441a5b161bf1107019de2_73)] [added: [42](#i6172b7f49bcf47948f7c38efcb2fbd70_73)] | | |

| | | | | | | [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i6d8a8d5580f441a5b161bf1107019de2_76)] [added: 2024](#i6172b7f49bcf47948f7c38efcb2fbd70_76)] | | | [removed: [43](#i6d8a8d5580f441a5b161bf1107019de2_76)] [added: [45](#i6172b7f49bcf47948f7c38efcb2fbd70_76)] | | |

| | | | | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_79)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_79)] | | | [removed: [44](#i6d8a8d5580f441a5b161bf1107019de2_79)] [added: [46](#i6172b7f49bcf47948f7c38efcb2fbd70_79)] | | |

| | | | | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_82)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_82)] | | | [removed: [45](#i6d8a8d5580f441a5b161bf1107019de2_82)] [added: [47](#i6172b7f49bcf47948f7c38efcb2fbd70_82)] | | |

| | | | | | | [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_85)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_85)] | | | [removed: [46](#i6d8a8d5580f441a5b161bf1107019de2_85)] [added: [48](#i6172b7f49bcf47948f7c38efcb2fbd70_85)] | | |

| | | | | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i6d8a8d5580f441a5b161bf1107019de2_88)] [added: 2023](#i6172b7f49bcf47948f7c38efcb2fbd70_88)] | | | [removed: [47](#i6d8a8d5580f441a5b161bf1107019de2_88)] [added: [49](#i6172b7f49bcf47948f7c38efcb2fbd70_88)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#i6d8a8d5580f441a5b161bf1107019de2_91)] [added: Statements](#i6172b7f49bcf47948f7c38efcb2fbd70_91)] | | | [removed: [48](#i6d8a8d5580f441a5b161bf1107019de2_91)] [added: [50](#i6172b7f49bcf47948f7c38efcb2fbd70_91)] | | |

| [removed: 1.1] [added: 4.3] | | | | | | [removed: [Purchase Agreement,] [added: [Indenture,] dated as of May [removed: 22,] [added: 28,] 2024, by and among Zebra Technologies Corporation, Temptime Corporation, Zebra Technologies International, LLC and [removed: J.P. Morgan Securities LLC.](https://www.sec.gov/Archives/edgar/data/877212/000087721224000142/exhibit11-zebraxpurchase.htm)] [added: U.S. Bank Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/877212/000087721224000142/exhibit41-zebraxindentur.htm)] | | | | | | 8-K | | | | | | [removed: 1.1] [added: 4.1] | | | | | | May 22, 2024 | | | | | | | | |

| 3.1(ii) | | | | | | [Amended and Restated [removed: By-laws] [added: By-Laws] of Zebra Technologies [removed: Corporation, as amended as of December 5, 2022](https://www.sec.gov/Archives/edgar/data/877212/000087721222000130/exhibit3-1ztcxamendedandre.htm)] [added: Corporation dated October 30, 2025](https://www.sec.gov/Archives/edgar/data/877212/000162828025049648/amendedandrestatedbylaws.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: December 8, 2022] [added: November 5, 2025] | | | | | | | | |

| 10.8 | | | | | | [Form of [removed: 2018] [added: 2019] stock appreciation rights agreement for employees other than the CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721218000032/exhibit10-2x2018saragreeme.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1022019sarfinal1.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | June [removed: 30, 2018] [added: 29, 2019] | | | | | | | | |

| 10.9 | | | | | | [Form of [removed: 2019] [added: 2020] stock appreciation rights agreement for employees other than the CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1022019sarfinal1.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex102-2020saragreement.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | June [removed: 29, 2019] [added: 27, 2020] | | | | | | | | |

| 10.10 | | | | | | [Form of [removed: 2020] [added: 2021] stock [added: settled stock] appreciation rights agreement for employees other than the CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex102-2020saragreement.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit103.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.3] | | | | | | [removed: June 27, 2020] [added: July 3, 2021] | | | | | | | | |

| 10.11 | | | | | | [Form of [removed: 2021 stock settled] [added: 2022] stock appreciation rights agreement for employees other than the [removed: CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721221000156/exhibit103.htm)] [added: CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex103formof2022stocksett.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | July [removed: 3, 2021] [added: 2, 2022] | | | | | | | | |

| 10.12 | | | | | | [Form of [removed: 2022] [added: 2023 stock-settled] stock appreciation rights agreement for employees [removed: other than] [added: (including] the [removed: CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex103formof2022stocksett.htm)] [added: CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | | | | | | | |

| 10.13 | | | | | | [Form of [removed: 2023] [added: 2024] stock-settled stock appreciation rights agreement for employees (including the CEO). [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1032023saragreement-co.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a103formof2024stock-sett.htm)] | | | | | | 10-Q | | | | | | 10.3 | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | |

| [removed: 10.14] [added: 10.18] | | | | | | [Form of 2024 [removed: stock-settled] [added: time-restricted] stock [removed: appreciation rights] [added: unit] agreement for [added: all] employees (including the CEO). [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a103formof2024stock-sett.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a102formof2024time-veste.htm)] | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.2] | | | | | | June 29, 2024 | | | | | | | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Form of 2013-16 time-vested stock appreciation rights agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000119312513195324/d506191dex104.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | March 30, 2013 | | | | | | | | |

| 10.16 | | | | | | [Form of [removed: 2018] [added: 2020] stock appreciation rights agreement for CEO. [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-5xformof2018stockappre.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm)] | | | | | | 10-Q | | | | | | 10.5 | | | | | | June [removed: 30, 2018] [added: 27, 2020] | | | | | | | | |

| [removed: 10.17] [added: 10.15] | | | | | | [Form of 2019 stock appreciation rights agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721219000031/ex1052019gustafssonsar.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 29, 2019 | | | | | | | | |

| 10.19 | | | | | | [Form of [removed: 2022] [added: 2025] time-vested restricted stock unit agreement for [added: all] employees [removed: other than] [added: (including] the [removed: CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex102formof2022time-rest.htm)] [added: CEO)](https://www.sec.gov/Archives/edgar/data/877212/000087721225000065/ex102formof2025time-vest.htm)] | | | | | | 10-Q | | | | | | 10.2 | | | | | | [removed: July 2, 2022] [added: April 29, 2025] | | | | | | | | |

| [removed: 10.20] [added: 10.17] | | | | | | [Form of 2023 time-restricted stock unit agreement for all employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1022023stock-settledti.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | July 1, 2023 | | | | | | | | |

| 10.21 | | | | | | [Form of 2024 [removed: time-restricted] [added: performance-vested restricted] stock unit agreement for all employees (including the CEO). [removed: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a102formof2024time-veste.htm)] [added: +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a101formof2024performanc.htm)] | | | | | | 10-Q | | | | | | [removed: 10.2] [added: 10.1] | | | | | | June 29, 2024 | | | | | | | | |

| 10.22 | | | | | | [Form of [removed: 2022] [added: 2025] performance-vested restricted stock unit agreement for [added: all] employees [removed: other than CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex101formof2022performan.htm)] [added: (including the CEO)](https://www.sec.gov/Archives/edgar/data/877212/000087721225000065/ex101formof2025performan.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | [removed: July 2, 2022] [added: April 29, 2025] | | | | | | | | |

| [removed: 10.23] [added: 10.20] | | | | | | [Form of 2023 performance-vested restricted stock unit agreement for all employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721223000125/ex1012023stock-settledpe.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | July 1, 2023 | | | | | | | | |

| [removed: 10.27] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721217000026/a101zebracreditagreement.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | July 1, 2017 | | | | | | | | |

| [removed: 10.28] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721218000032/a10-7xamendmentno1toamende.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 30, 2018 | | | | | | | | |

| [removed: 10.29] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit101amendmentno2.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | September 28, 2019 | | | | | | | | |

| [removed: 10.30] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex107conformedamendedand.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | July 2, 2022 | | | | | | | | |

| [removed: 10.31] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721219000034/exhibit102conformedcre.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | September 28, 2019 | | | | | | | | |

| [removed: 10.32] [added: 10.28] | | | | | | [364-Day Credit Agreement dated September 1, 2020, by and among, Zebra, the lenders party thereto, and JPMorgan Chase Bank, N.A.](https://www.sec.gov/Archives/edgar/data/877212/000087721220000169/exhibit10.htm) | | | | | | 10-Q | | | | | | 10 | | | | | | September 26, 2020 | | | | | | | | |

| [removed: 10.33] [added: 10.29] | | | | | | [Office Lease dated November 14, 2013 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.](https://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1034leaseoverlookpoint.htm) | | | | | | 10-K | | | | | | 10.34 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.34] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1035exhibitamendmentto3op.htm) | | | | | | 10-K | | | | | | 10.35 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.35] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex106secondamendmenttole.htm) | | | | | | 10-Q | | | | | | 10.6 | | | | | | July 2, 2022 | | | | | | | | |

| [removed: 10.36] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1036exhibitreceivablespur.htm) | | | | | | 10-K | | | | | | 10.36 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.37] [added: 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.](https://www.sec.gov/Archives/edgar/data/877212/000087721218000011/a1037exhibitreceivablesfin.htm) | | | | | | 10-K | | | | | | 10.37 | | | | | | December 31, 2017 | | | | | | | | |

| [removed: 10.38] [added: 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](https://www.sec.gov/Archives/edgar/data/877212/000087721221000066/exhibit10.htm) | | | | | | 10-Q | | | | | | 10 | | | | | | April 3, 2021 | | | | | | | | |

| [removed: 10.39] [added: 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](https://www.sec.gov/ix?doc=/Archives/edgar/data/877212/000087721224000063/zbra-20240330.htm) | | | | | | 10-Q | | | | | | 10 | | | | | | March 30, 2024 | | | | | | | | |

| [removed: 10.40] [added: 10.36] | | | | | | [Master Accounts Receivable Purchase Agreement dated December 19, 2018 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and MUFG Bank, Ltd.](https://www.sec.gov/Archives/edgar/data/877212/000087721219000011/a1043marpa.htm) | | | | | | 10-K | | | | | | 10.43 | | | | | | December 31, 2018 | | | | | | | | |

| [removed: 10.41] [added: 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](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex107-zebraxmasterframew.htm) | | | | | | 10-Q | | | | | | 10.7 | | | | | | June 27, 2020 | | | | | | | | |

| [removed: 10.42] [added: 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](https://www.sec.gov/Archives/edgar/data/0000877212/000087721221000008/exhibit1050.htm) | | | | | | 10-K | | | | | | 10.50 | | | | | | December 31, 2020 | | | | | | | | |

| 1.1 | | | | | | [Stock Purchase Agreement, dated as of August 3, 2025 among Zebra Technologies Corporation, Elo Investors, L.P., and Elo Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/877212/000110465925073878/tm2522351d1_ex2-1.htm) | | | | | | 8-K | | | | | | 2.1 | | | | | | August 5, 2025 | | | | | | | | |

| 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](https://www.sec.gov/Archives/edgar/data/877212/000087721224000142/exhibit41-zebraxindentur.htm) [](https://www.sec.gov/Archives/edgar/data/877212/000087721224000142/exhibit41-zebraxindentur.htm)[Company, National](https://www.sec.gov/Archives/edgar/data/877212/000087721224000142/exhibit41-zebraxindentur.htm) [Association](https://www.sec.gov/Archives/edgar/data/877212/000087721224000142/exhibit41-zebraxindentur.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | May 22, 2024 | | | | | | | | |

| 10.18 | | | | | | [Form of 2020 stock appreciation rights agreement for CEO. +](https://www.sec.gov/Archives/edgar/data/877212/000087721220000146/ex105-2020gustafssonsa.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | June 27, 2020 | | | | | | | | |

| 10.24 | | | | | | [Form of 2024 performance-vested restricted stock unit agreement for all employees (including the CEO). +](https://www.sec.gov/Archives/edgar/data/877212/000087721224000151/a101formof2024performanc.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | June 29, 2024 | | | | | | | | |

| 10.25 | | | | | | [Form of 2022 time-vested restricted stock unit agreement for CEO +](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex105formof2022time-vest.htm) | | | | | | 10-Q | | | | | | 10.5 | | | | | | July 2, 2022 | | | | | | | | |

| 10.26 | | | | | | [Form of 2022 performance-vested restricted stock unit agreement for CEO+](https://www.sec.gov/Archives/edgar/data/877212/000087721222000108/ex104formof2022performan.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | July 2, 2022 | | | | | | | | |

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 [removed: 13th] [added: 12th] day of February [removed: 2025.][added: 2026.]

| /s/ William J. Burns William J. Burns | | | Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Nathan Winters Nathan Winters | | | Chief Financial Officer (Principal Financial Officer) | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Colleen M. O’Sullivan Colleen M. O’Sullivan | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Anders Gustafsson Anders Gustafsson | | | Chair of the Board | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Michael A. Smith Michael A. Smith | | | Lead Independent Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Linda M. Connly Linda M. Connly | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Nelda J. Connors Nelda J. Connors | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Satish Dhanasekaran Satish Dhanasekaran | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Ross W. Manire Ross W. Manire | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Kenneth B. Miller Kenneth B. Miller | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Frank B. Modruson Frank B. Modruson | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Janice M. Roberts Janice M. Roberts | | | Director | | | February [removed: 13, 2025] [added: 12, 2026] | | |

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

| | | | | | | | | |