Zebra Technologies 10-Q 2026-04-04

Filed 2026-05-12. 8 sections, 141K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 4, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 000-19406

Zebra Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware36-2675536
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

3 Overlook Point, Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

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

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

Title of each classTrading Symbol(s)Name of exchange on which registered
Class A Common Stock, par value $.01 per shareZBRAThe NASDAQ Stock Market, LLC

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

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

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

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐

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

As of May 5, 2026, there were 47,633,392 shares of Class A Common Stock, $.01 par value, outstanding.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED APRIL 4, 2026

TABLE OF CONTENTS

PAGE
PART I - FINANCIAL INFORMATION3
Item 1.Consolidated Financial Statements3
Consolidated Balance Sheets as of April 4, 2026 (unaudited) and December 31, 20253
Consolidated Statements of Operations (unaudited) for the three months ended April 4, 2026 and March 29, 20254
Consolidated Statements of Comprehensive Income (unaudited) for the three months ended April 4, 2026 and March 29, 20255
Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended April 4, 2026 and March 29, 20256
Consolidated Statements of Cash Flows (unaudited) for the three months ended April 4, 2026 and March 29, 20257
Notes to Consolidated Financial Statements (unaudited)7
Note 1: Description of Business and Basis of Presentation8
Note 2: Significant Accounting Policies8
Note 3: Revenues9
Note 4: Inventories10
Note 5: Business Acquisitions10
Note 6: Investments10
Note 7: Exit and Restructuring Activities10
Note 8: Fair Value Measurements11
Note 9: Derivative Instruments13
Note 10: Long-Term Debt14
Note 11: Leases16
Note 12: Accrued Liabilities, Commitments and Contingencies16
Note 13: Share-Based Compensation17
Note 14: Income Taxes18
Note 15: Earnings Per Share19
Note 16: Accumulated Other Comprehensive (Loss) Income19
Note 17: Accounts Receivable Factoring20
Note 18: Segment Information & Geographic Data20
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Overview21
Results of Operations23
Results of Operations by Segment25
Liquidity and Capital Resources27
Safe Harbor28
New Accounting Pronouncements28
Non-GAAP Measures29
Item 3.Quantitative and Qualitative Disclosures About Market Risk29
Item 4.Controls and Procedures29
PART II - OTHER INFORMATION31
Item 1.Legal Proceedings31
Item 1A.Risk Factors31
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds31
Item 5.Other Information31
Item 6.Exhibits32
Signatures33

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

April 4, 2026December 31, 2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$114$125
Accounts receivable, net of allowances for doubtful accounts of $1 million each as of April 4, 2026 and December 31, 2025733801
Inventories, net692729
Income tax receivable3031
Prepaid expenses and other current assets126110
Total Current assets1,6951,796
Property, plant and equipment, net350353
Right-of-use lease assets170166
Goodwill4,7094,727
Other intangibles, net765809
Deferred income taxes410414
Other long-term assets233237
Total Assets$8,332$8,502
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt$264$141
Accounts payable581695
Accrued liabilities459558
Deferred revenue434446
Income taxes payable2512
Total Current liabilities1,7631,852
Long-term debt2,3872,361
Long-term lease liabilities158157
Deferred income taxes3232
Long-term deferred revenue398396
Other long-term liabilities124116
Total Liabilities4,8624,914
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued——
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares11
Additional paid-in capital866814
Treasury stock at cost, 23,768,847 and 22,558,911 shares as of April 4, 2026 and December 31, 2025, respectively(2,787)(2,488)
Retained earnings5,4145,279
Accumulated other comprehensive loss(24)(18)
Total Stockholders’ Equity3,4703,588
Total Liabilities and Stockholders’ Equity$8,332$8,502

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share data)

(Unaudited)

Three Months Ended
April 4, 2026March 29, 2025
Net sales:
Tangible products$1,231$1,062
Services and software264246
Total Net sales1,4951,308
Cost of sales:
Tangible products623542
Services and software130121
Total Cost of sales753663
Gross profit742645
Operating expenses:
Selling and marketing189161
Research and development165151
General and administrative127111
Amortization of intangible assets3724
Acquisition and integration costs13
Exit and restructuring costs8—
Total Operating expenses527450
Operating income215195
Other (loss) income, net:
Foreign exchange loss—(5)
Interest expense, net(37)(23)
Other expense, net(11)(2)
Total Other expense, net(48)(30)
Income before income tax167165
Income tax expense3229
Net income$135$136
Basic earnings per share$2.74$2.64
Diluted earnings per share$2.72$2.62

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months Ended
April 4, 2026March 29, 2025
Net income$135$136
Other comprehensive income, net of tax:
Changes in unrealized gains (losses) on sales hedging13(28)
Foreign currency translation adjustment(19)7
Comprehensive income$129

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

Overview

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

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

We continue to evolve and advance our vision: frontline operations everywhere are digitized, automated and intelligent. Through continual innovation, we have expanded beyond the traditional AIDC market to transform activities such as factory production, packages moving through a supply chain, retail shopping, the hospital patient journey, restaurant self-service, and first responders addressing public safety and emergency situations. Data from enterprise assets, including status, condition, location, utilization, and preferences, is analyzed to provide prioritized actionable insights and optimize activities.

The Company’s operations consist of two reportable segments that provide complementary offerings to our customers: Connected Frontline (“CF”) and Asset Visibility & Automation (“AVA”).

  • 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.

First Quarter 2026 Financial Summary and Other Recent Developments

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

  • Operating income was $215 million in the current quarter compared to $195 million in the prior year first quarter.

  • Net income was $135 million, or $2.72 per diluted share in the current quarter, compared to net income of $136 million, or $2.62 per diluted share in the prior year first quarter.

  • We repurchased $300 million of common shares in the first quarter, followed by an additional $200 million thus far in the second quarter.

Exit & Restructuring Actions:

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

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

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

IEEPA Import Tariffs:

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

Results of Operations

Consolidated Results of Operations

(amounts in millions, except percentages)

Three Months Ended
April 4, 2026March 29, 2025$ Change% Change
Net sales:
Tangible products$1,231$1,062$16915.9%
Services and software264246187.3%
Total Net sales1,4951,30818714.3%
Gross profit7426459715.0%
Gross margin49.6%49.3%30 bps
Operating expenses5274507717.1%
Operating income$215$195$2010.3%

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

Three Months Ended
April 4, 2026March 29, 2025$ Change% Change
North America$728$639$8913.9%
EMEA5074485913.2%
Asia-Pacific1671373021.9%
Latin America9384910.7%
Total Net sales$1,495$1,308$18714.3%

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

Three Months Ended
April 4, 2026March 29, 2025As a % of Net sales
20262025
Selling and marketing$189$16112.6%12.3%
Research and development16515111.0%11.5%
General and administrative1271118.5%8.5%
Amortization of intangible assets3724NMNM
Acquisition and integration costs13NMNM
Exit and restructuring costs8—NMNM
Total Operating expenses$527$45035.3%34.4%

Consolidated Organic Net sales growth:

Three Months Ended
April 4, 2026
Reported GAAP Consolidated Net sales growth14.3%
Adjustments:
Impact of foreign currency translations (1)(2.1)%
Impact of acquisitions (2)(7.9)%
Consolidated Organic Net sales growth (3)4.3%

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

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

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

First quarter 2026 compared to first quarter 2025

Total Net sales increased by $187 million or 14.3% compared to the prior year, reflecting growth in both of our segments. Our overall sales growth reflects improved demand in all regions. Excluding the effects of foreign currency and acquisitions, Consolidated Organic Net sales increased by 4.3%.

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

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

Operating income was $215 million for the current year compared to $195 million in the prior year. The increase was due to higher Gross profit, partially offset by higher Operating expenses.

Total Other expense, net increased primarily due to realized losses associated with the sales of certain long-term investments in the first quarter, as well as lower interest income on cash equivalents.

The Company’s effective tax rates for the three months ended April 4, 2026 and March 29, 2025 were 19.2% and 17.6%, respectively. The increase in the effective tax rate is primarily due to less favorability from tax credits and tax benefits related to foreign earnings subject to U.S. taxation.

Results of Operations by Segment

The following commentary should be read in conjunction with the financial results of each reportable business segment as detailed in Note 18, Segment Information & Geographic Data in the Notes to Consolidated Financial Statements. To the extent applicable, segment operating income excludes Share-based Compensation, Amortization of intangible assets, Acquisition and integration costs, Exit and restructuring costs, as well as certain other non-recurring costs (impairment of goodwill and other intangible assets, and business acquisition purchase accounting adjustments).

Connected Frontline Segment (“CF”)

(amounts in millions, except percentages)

Three Months Ended
April 4, 2026March 29, 2025$ Change% Change
Net sales:
Tangible products$609$481$12826.6%
Services and software216203136.4%
Total Net sales82568414120.6%
Gross profit4053337221.6%
Gross margin49.1%48.7%40 bps
Operating expenses2361934322.3%
Operating income$169$140$2920.7%

CF Organic Net sales growth:

Three Months Ended
April 4, 2026
CF Reported GAAP Net sales growth20.6%
Adjustments:
Impact of foreign currency translations (1)(2.1)%
Impact of acquisitions (2)(14.7)%
CF Organic Net sales growth (3)3.8%

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

(2)For purposes of computing Organic Net sales growth, amounts directly attributable to the acquisition of Elo Touch are excluded for twelve months following the September 30, 2025 acquisition date.

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

First quarter 2026 compared to first quarter 2025

Total Net sales for CF increased $141 million or 20.6% compared to the prior year, primarily due to the inclusion of Elo Touch, higher sales of mobile computers, and favorable impact of foreign currency. Excluding the impact of foreign currency and the acquisition of Elo Touch, CF Organic Net sales increased by 3.8%.

Gross margin increased to 49.1% in the current year compared to 48.7% for the prior year, primarily due to favorable impacts of foreign currency.

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

Asset Visibility & Automation Segment (“AVA”)

(amounts in millions, except percentages)

Three Months Ended
April 4, 2026March 29, 2025$ Change% Change
Net sales:
Tangible products$622$581$417.1%
Services and software4843511.6%
Total Net sales670624467.4%
Gross profit3483163210.1%
Gross margin51.9%50.6%130 bps
Operating expenses18918184.4%
Operating income$159$135$2417.8%

AVA Organic Net sales growth:

Three Months Ended
April 4, 2026
AVA Reported GAAP Net sales growth7.4%
Adjustments:
Impact of foreign currency translations (1)(2.2)%
Impact of acquisitions (2)(0.4)%
AVA Organic Net sales growth (3)4.8%

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

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

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

First quarter 2026 compared to first quarter 2025

Total Net sales for AVA increased $46 million or 7.4% compared to the prior year, primarily due to higher sales of printing products and favorable impact of foreign currency. Excluding the impacts of foreign currency and the acquisition of Photoneo, AVA Organic Net sales increased by 4.8%.

Gross margin increased to 51.9% in the current year compared to 50.6% for the prior year, primarily due to favorable impacts of foreign currency, business mix, and productivity initiatives.

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

Liquidity and Capital Resources

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

Three Months Ended
Cash flow provided by (used in):April 4, 2026March 29, 2025$ Change
Operating activities$176$178$(2)
Investing activities(2)(82)80
Financing activities(185)(119)(66)
Effect of exchange rates on cash balances—1(1)
Net change in cash and cash equivalents$(11)$(22)$11
Cash flow provided by (used in):
Operating activities$176$178$(2)
Less: Purchases of property, plant and equipment(13)(20)7
Free cash flow (Non-GAAP)(1)$163$158$5

(1)Free cash flow, a non-GAAP measure, is defined as Net cash provided by (used in) operating activities in a period minus purchases of property, plant and equipment (capital expenditures) made in that period.

2026 compared to 2025

The change in our cash and cash equivalents balance during the three months ended April 4, 2026 compared to the prior year was primarily due to the following:

  • $2 million decrease in net operating cash inflows primarily due to the timing of vendor payments and customer collections, largely offset by lower incentive compensation payments in the current year.

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

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

Company Debt

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

April 4, 2026December 31, 2025
Term Loan A$1,553$1,575
Senior Notes500500
Revolving Credit Facility430275
Receivables Financing Facility177161
Total debt$2,660$2,511
Less: Debt issuance costs(7)(8)
Less: Unamortized discounts(2)(2)
Less: Current portion of debt(264)(141)
Total long-term debt$2,387$2,361

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

Share Repurchases

During the first quarter of 2026, the Company repurchased 1,294,028 shares of common stock for approximately $300 million. An additional 888,963 shares of common stock for approximately $200 million were repurchased as of the date of this filing.

Safe Harbor

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

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

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

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

  • Our ability to effectively manage manufacturing and operating costs,

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

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

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

  • Success of integrating acquisitions,

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

  • Interest rate and financial market conditions,

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

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

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

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

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

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

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

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

Recently Issued Accounting Pronouncements Not Yet Adopted

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

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

Non-GAAP Measures

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the Company’s market risk during the quarter ended April 4, 2026. For additional information on market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls

Our management is responsible for establishing and maintaining adequate disclosure controls as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management assessed the effectiveness of our disclosure controls as of April 4, 2026. Based on this assessment and those criteria, our management believes that, as of April 4, 2026, our disclosure controls were effective.

Changes in Internal Control over Financial Reporting

During the quarter ended April 4, 2026, there have been no changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12, Accrued Liabilities, Commitments and Contingencies in the Notes to Consolidated Financial Statements included in this report.

Item 1A. Risk Factors

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

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

The following table sets forth information with respect to repurchases of the Company’s common stock for the three months ended April 4, 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (1)
January 1, 2026 - January 31, 2026401,640$248.97401,640$159
February 1, 2026 - February 28, 2026299,478241.38299,4781,087
March 1, 2026 - April 4, 2026592,910215.40592,910959
Total1,294,028$231.831,294,028$959

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

Item 5. Other Information

The Company’s Securities Transactions and Confidentiality Policy governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, and is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. None of our directors or executive officers had in effect, adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended April 4, 2026.

Item 6. Exhibits

10.1Form of 2026 performance share agreement for employees (other than the CEO)
10.2Form of 2026 performance share with relative Total Shareholder Return modifier agreement for executives (including the CEO)
10.3Form of 2026 restricted stock unit agreement for all employees (including the CEO)
31.1Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
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
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
101The following financial information from Zebra Technologies Corporation Quarterly Report on Form 10-Q, for the quarter ended April 4, 2026, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because Inline XBRL tags are embedded in the iXBRL document.
104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2026 formatted in Inline XBRL (included in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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