Item 15. Exhibits and Financial Statement Schedules

24K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

Index to Consolidated Financial Statements

PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)42
Consolidated Balance Sheets as of December 31, 2025 and 202445
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 202346
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 202347
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 202348
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 202349
Notes to Consolidated Financial Statements50

Index to Financial Statement Schedules

Schedules are omitted because the information is not required or because the information required is included in the

Notes to Consolidated Financial Statements.

Index to Exhibits

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormExhibit NumberFiling Date or Period End DateFiled or Furnished Within
1.1Stock Purchase Agreement, dated as of August 3, 2025 among Zebra Technologies Corporation, Elo Investors, L.P., and Elo Holdings, Inc.8-K2.1August 5, 2025
3.1(i)Restated Certificate of Incorporation of the Company.8-K3.1(i)August 6, 2012
3.1(ii)Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 20258-K3.1November 5, 2025
4.1Specimen stock certificate representing Class A Common Stock.10-K4.1December 31, 2017
4.2Description of Securities Registered Under Section 12 of the Securities Exchange Act10-K4.2December 31, 2019
4.3Indenture, dated as of May 28, 2024, by and among Zebra Technologies Corporation, Temptime Corporation, Zebra Technologies International, LLC and U.S. Bank Trust Company, National Association8-K4.1May 22, 2024
4.4Form of 6.500% Senior Notes due 2032 (included in the Indenture – Exhibit 4.3)8-K4.2May 22, 2024
10.1Employee Agreement between Nathan Winters and the Company Dated January 11, 2021. +10-K10.1December 31, 2020
10.2Form of indemnification agreement between Zebra Technologies Corporation and each director and executive officer.10-K10.6December 31, 2016
10.32011 Long-Term Incentive Plan (Amended and Restated as of May 15, 2014). +10-Q10.1June 28, 2014
10.42015 Long-Term Incentive Plan. +10-K10.11December 31, 2017
10.52018 Long-Term Incentive Plan. +S-84.1June 1, 2018
10.62005 Executive Deferred Compensation Plan, as amended and restated as of January 1, 2022. +10-K10.6December 31, 2021
10.7Employment Agreement between Zebra Technologies Corporation and William Burns dated as of March 1, 2023 +8-K10.1December 8, 2022
10.8Form of 2019 stock appreciation rights agreement for employees other than the CEO. +10-Q10.2June 29, 2019
10.9Form of 2020 stock appreciation rights agreement for employees other than the CEO. +10-Q10.2June 27, 2020
10.10Form of 2021 stock settled stock appreciation rights agreement for employees other than the CEO. +10-Q10.3July 3, 2021
10.11Form of 2022 stock appreciation rights agreement for employees other than the CEO +10-Q10.3July 2, 2022
10.12Form of 2023 stock-settled stock appreciation rights agreement for employees (including the CEO). +10-Q10.3July 1, 2023
10.13Form of 2024 stock-settled stock appreciation rights agreement for employees (including the CEO). +10-Q10.3June 29, 2024
10.14Form of 2013-16 time-vested stock appreciation rights agreement for CEO. +10-Q10.4March 30, 2013
10.15Form of 2019 stock appreciation rights agreement for CEO. +10-Q10.5June 29, 2019
10.16Form of 2020 stock appreciation rights agreement for CEO. +10-Q10.5June 27, 2020
10.17Form of 2023 time-restricted stock unit agreement for all employees (including the CEO). +10-Q10.2July 1, 2023
10.18Form of 2024 time-restricted stock unit agreement for all employees (including the CEO). +10-Q10.2June 29, 2024
10.19Form of 2025 time-vested restricted stock unit agreement for all employees (including the CEO)10-Q10.2April 29, 2025
10.20Form of 2023 performance-vested restricted stock unit agreement for all employees (including the CEO). +10-Q10.1July 1, 2023
10.21Form of 2024 performance-vested restricted stock unit agreement for all employees (including the CEO). +10-Q10.1June 29, 2024
10.22Form of 2025 performance-vested restricted stock unit agreement for all employees (including the CEO)10-Q10.1April 29, 2025
10.23Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.10-Q10.1July 1, 2017
10.24Amendment No. 1, dated May 31, 2018, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.10-Q10.7June 30, 2018
10.25Amendment No. 2, dated August 9, 2019, to the Amended and Restated Credit Agreement of July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.10-Q10.1September 28, 2019
10.26Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018, Amendment No. 2 dated August 9, 2019, and Amendment No. 3 dated May 25, 2022), by and among, Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.10-Q10.7July 2, 2022
10.27Conformed Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014 and amended by Amendment No. 1 dated May 31, 2018 and Amendment No. 2 dated August 9, 2019), by and among Zebra, the lenders party thereto, JPMorgan Chase Bank, N.A.10-Q10.2September 28, 2019
10.28364-Day Credit Agreement dated September 1, 2020, by and among, Zebra, the lenders party thereto, and JPMorgan Chase Bank, N.A.10-Q10September 26, 2020
10.29Office Lease dated November 14, 2013 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.10-K10.34December 31, 2017
10.30First Amendment to Lease dated June 6, 2014 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.10-K10.35December 31, 2017
10.31Second Amendment to Lease dated as of June 1, 2022 between Griffin Capital Corporation (as assignee from Northwestern Mutual Life Insurance Company) and Zebra Technologies Corporation.10-Q10.6July 2, 2022
10.32Receivables Purchase Agreement dated as of December 1, 2017 among Zebra Technologies International, LLC, as the Originator, and Zebra Technologies RSC, LLC, as Buyer.10-K10.36December 31, 2017
10.33Receivables Financing Agreement, dated as of December 1, 2017, by and among Zebra Technologies RSC, LLC, the lenders from time to time party thereto, PNC Bank, National Association, Zebra Technologies, LLC, and PNC Capital Markets, LLC.10-K10.37December 31, 2017
10.34Second 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, LLC10-Q10April 3, 2021
10.35Third 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, LLC10-Q10March 30, 2024
10.36Master Accounts Receivable Purchase Agreement dated December 19, 2018 among Zebra Technologies Europe Limited, Zebra Technologies Corporation, and MUFG Bank, Ltd.10-K10.43December 31, 2018
10.37Master 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 & Factoring10-Q10.7June 27, 2020
10.38First 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 & Factoring10-K10.50December 31, 2020
10.39English Receivables Purchase Agreement dated April 29, 2020 Zebra Technologies Europe Limited, Zebra Technologies Corporation, Credit Agricole Corporate & Investment Bank, Credit Agricole Leasing & Factoring, and Ester Finance Titrisation10-Q10.8June 27, 2020
10.40Singapore Receivables Purchase Agreement dated April 29, 2020 Zebra Technologies Asia Pacific PTE.LTD., Zebra Technologies Corporation, Credit Agricole Corporate & Investment Bank, Credit Agricole Leasing & Factoring, and Ester Finance Titrisation10-Q10.9June 27, 2020
19Securities Transactions and Confidentiality Policy10-K19December 31, 2024
21Subsidiaries of the Company.X
23Consent of Ernst & Young LLP, independent registered public accounting firm.X
31.1Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.X
31.2Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.X
32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2Certification of Principal Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97Accounting Restatement Clawback Policy10-K97December 31, 2023
101The following financial information from Zebra Technologies Corporation Annual Report on Form 10-K, for the year ended December 31, 2025, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because Inline XBRL tags are embedded in the iXBRL document.
104The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included in Exhibit 101).

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

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