Zebra Technologies 10-Q 2026-07-04

Filed 2026-08-04. 8 sections, 140K 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 July 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 July 28, 2026, there were 47,310,660 shares of Class A Common Stock, $.01 par value, outstanding.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED JULY 4, 2026

TABLE OF CONTENTS

PAGE
PART I - FINANCIAL INFORMATION3
Item 1.Consolidated Financial Statements3
Consolidated Balance Sheets as of July 4, 2026 (unaudited) and December 31, 20253
Consolidated Statements of Operations (unaudited) for the three and six months ended July 4, 2026 and June 28, 20254
Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended July 4, 2026 and June 28, 20255
Consolidated Statements of Stockholders’ Equity (unaudited) for the three and six months ended July 4, 2026 and June 28, 20256
Consolidated Statements of Cash Flows (unaudited) for the six months ended July 4, 2026 and June 28, 20258
Notes to Consolidated Financial Statements (unaudited)8
Note 1: Description of Business and Basis of Presentation9
Note 2: Significant Accounting Policies9
Note 3: Revenues10
Note 4: Inventories11
Note 5: Business Acquisitions11
Note 6: Investments11
Note 7: Exit and Restructuring Activities11
Note 8: Fair Value Measurements12
Note 9: Derivative Instruments13
Note 10: Long-Term Debt15
Note 11: Leases16
Note 12: Accrued Liabilities, Commitments and Contingencies17
Note 13: Share-Based Compensation17
Note 14: Income Taxes18
Note 15: Earnings Per Share18
Note 16: Accumulated Other Comprehensive (Loss) Income18
Note 17: Accounts Receivable Factoring19
Note 18: Segment Information & Geographic Data19
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Overview21
Results of Operations22
Results of Operations by Segment24
Liquidity and Capital Resources27
Safe Harbor28
New Accounting Pronouncements29
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)

July 4, 2026December 31, 2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$157$125
Accounts receivable, net of allowances for doubtful accounts of $1 million each as of July 4, 2026 and December 31, 2025990801
Inventories, net733729
Income tax receivable5631
Prepaid expenses and other current assets126110
Total Current assets2,0621,796
Property, plant and equipment, net346353
Right-of-use lease assets168166
Goodwill4,7014,727
Other intangibles, net725809
Deferred income taxes396414
Other long-term assets239237
Total Assets$8,637$8,502
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt$2,275$141
Accounts payable738695
Accrued liabilities506558
Deferred revenue444446
Income taxes payable3512
Total Current liabilities3,9981,852
Long-term debt4932,361
Long-term lease liabilities156157
Deferred income taxes3132
Long-term deferred revenue391396
Other long-term liabilities133116
Total Liabilities5,2024,914
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 capital882814
Treasury stock at cost, 24,762,921 and 22,558,911 shares as of July 4, 2026 and December 31, 2025, respectively(3,057)(2,488)
Retained earnings5,6475,279
Accumulated other comprehensive loss(38)(18)
Total Stockholders’ Equity3,4353,588
Total Liabilities and Stockholders’ Equity$8,637$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 EndedSix Months Ended
July 4, 2026June 28, 2025July 4, 2026June 28, 2025
Net sales:
Tangible products$1,316$1,055$2,547$2,117
Services and software241238505484
Total Net sales1,5571,2933,0522,601
Cost of sales:
Tangible products6155531,2381,095
Services and software117124247245
Total Cost of sales7326771,4851,340
Gross profit8256161,5671,261
Operating expenses:
Selling and marketing184158373319
Research and development159144324295
General and administrative114102241213
Amortization of intangible assets37257449
Acquisition and integration costs2437
Exit and restructuring costs8—16—
Total Operating expenses5044331,031883
Operating income321183536378
Other (loss) income, net:
Foreign exchange loss(2)(11)(2)(16)
Interest expense, net(35)(25)(72)(48)
Other income (expense), net1(9)(10)(11)
Total Other expense, net(36)(45)(84)(75)
Income before income tax285138452303
Income tax expense52268455
Net income$233$112$368$248
Basic earnings per share$4.89$2.20$7.61$4.85
Diluted earnings per share$4.85$2.19$7.54$4.81

See accompanying Notes to Consolidated Financial Statements.

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months EndedSix Months Ended
July 4, 2026June 28, 2025July 4, 2026June 28, 2025
Net income$233$112$368$248
Other comprehensive income, net of tax:
Changes in unrealized gains (losses) on sales hedging4(33)17(61)

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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.

Second Quarter 2026 Financial Summary and Other Recent Developments

  • Net sales were $1,557 million in the current quarter compared to $1,293 million in the prior year second quarter.

  • Operating income was $321 million in the current quarter compared to $183 million in the prior year second quarter.

  • Net income was $233 million, or $4.85 per diluted share in the current quarter, compared to net income of $112 million, or $2.19 per diluted share in the prior year second quarter.

  • We recognized a $73 million pretax benefit from the expected refund of previously paid import tariffs, with $14 million of cash received in the second quarter.

  • We repurchased $568 million of common shares year to date, including $268 million in the second quarter.

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 is in the process of seeking the refund of its approximately $73 million of previously paid import tariffs in accordance with the process defined by the U.S. Customs and Border Protection. During the second quarter of 2026, the Company recognized the benefit of approximately $73 million in expected refunds within Cost of Sales on the Consolidated Statements of Operations, including $46 million attributed to the CF segment and $27 million attributed to the AVA segment.

See Note 12, Accrued Liabilities, Commitments and Contingencies in the Notes to Consolidated Financial Statements for further information related to this matter.

Exit & Restructuring Actions:

In the second quarter, we substantially completed our actions under the previously announced 2025 Productivity Plan and recorded an additional $8 million in severance and related costs. Cumulative one-time charges under this plan, which was initiated last year, were $37 million. We expect these actions to achieve net annualized pre-tax cost savings of approximately $35 million. The majority of the remaining obligations associated with these actions are expected to be satisfied in the second half of 2026.

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.

Results of Operations

Consolidated Results of Operations

(amounts in millions, except percentages)

Three Months EndedSix Months Ended
July 4, 2026June 28, 2025$ Change% ChangeJuly 4, 2026June 28, 2025$ Change% Change
Net sales:
Tangible products$1,316$1,055$26124.7%$2,547$2,117$43020.3%
Services and software24123831.3%505484214.3%
Total Net sales1,5571,29326420.4%3,0522,60145117.3%
Gross profit82561620933.9%1,5671,26130624.3%
Gross margin53.0%47.6%540 bps51.3%48.5%280 bps
Operating expenses5044337116.4%1,03188314816.8%
Operating income$321$183$13875.4%$536$378$15841.8%

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

Three Months EndedSix Months Ended
July 4, 2026June 28, 2025$ Change% ChangeJuly 4, 2026June 28, 2025$ Change% Change
North America$774$638$13621.3%$1,502$1,277$22517.6%
EMEA4984188019.1%1,00586613916.1%
Asia-Pacific1811473423.1%3482846422.5%
Latin America104901415.6%1971742313.2%
Total Net sales$1,557$1,293$26420.4%$3,052$2,601$45117.3%

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

Three Months EndedSix Months Ended
July 4, 2026June 28, 2025As a % of Net salesJuly 4, 2026June 28, 2025As a % of Net sales
2026202520262025
Selling and marketing$184$15811.8%12.2%$373$31912.2%12.3%
Research and development15914410.2%11.1%32429510.6%11.3%
General and administrative1141027.3%7.9%2412137.9%8.2%
Amortization of intangible assets3725NMNM7449NMNM
Acquisition and integration costs24NMNM37NMNM
Exit and restructuring costs8—NMNM16—NMNM
Total Operating expenses$504$43332.4%33.5%$1,031$88333.8%33.9%

Consolidated Organic Net sales growth:

Three Months EndedSix Months Ended
July 4, 2026July 4, 2026
Reported GAAP Consolidated Net sales growth20.4%17.3%
Adjustments:
Impact of foreign currency translations (1)(2.5)%(2.2)%
Impact of acquisitions and dispositions (2)(8.7)%(8.3)%
Consolidated Organic Net sales growth (3)9.2%6.8%

(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 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.

Second quarter 2026 compared to Second quarter 2025

Total Net sales increased by $264 million or 20.4% compared to the prior year quarter, reflecting growth in both of our segments. Our overall sales growth reflects improved demand in all regions. Excluding the effects of foreign currency, acquisitions and dispositions, Consolidated Organic Net sales increased by 9.2%.

Gross margin increased to 53.0% for the current quarter compared to 47.6% for the prior year quarter, primarily due to the favorable impacts of IEEPA tariff recoveries and foreign currency. We also fully mitigated increased memory costs through price realization.

Operating expenses for the quarters ended July 4, 2026 and June 28, 2025 were $504 million and $433 million, or 32.4% and 33.5% of Net sales, respectively. Current quarter Operating expenses increased compared to the prior year quarter primarily due to the inclusion of operating expenses of Elo Touch, including intangible asset amortization, as well as higher employee-related costs.

Operating income was $321 million for the current quarter compared to $183 million in the prior year quarter.

Total Other expense, net decreased primarily due to net losses on long-term investments in the prior year quarter and lower foreign exchange losses in the current quarter, partially offset by higher interest expense associated with higher average debt balances.

The Company’s effective tax rates for the three months ended July 4, 2026 and June 28, 2025 were 18.2% and 18.8%, respectively. The decrease in the effective tax rate was primarily due to tax benefits related to foreign earnings subject to U.S. taxation, partially offset by increased U.S. state income taxes.

Year to date 2026 compared to Year to date 2025

Total Net sales increased by $451 million or 17.3% 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, acquisitions and dispositions, Consolidated Organic Net sales increased by 6.8%.

Gross margin increased to 51.3% for the current year compared to 48.5% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries and foreign currency.

Operating expenses for the quarters ended July 4, 2026 and June 28, 2025 were $1,031 million and $883 million, or 33.8% and 33.9% 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, including intangible asset amortization, as well as higher employee-related costs.

Operating income was $536 million for the current year compared to $378 million in the prior year.

Total Other expense, net increased primarily due to lower interest income on cash equivalents and higher interest expense associated with higher average debt balances, partially offset by lower foreign exchange losses.

The Company’s effective tax rates for the six months ended July 4, 2026 and June 28, 2025 were 18.6% and 18.2%, respectively. The increase in the effective tax rate was primarily due to higher U.S. state income taxes and less favorability from tax credits, partially offset by increased 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 EndedSix Months Ended
July 4, 2026June 28, 2025$ Change% ChangeJuly 4, 2026June 28, 2025$ Change% Change
Net sales:
Tangible products$706$521$18535.5%$1,315$1,002$31331.2%
Services and software19719610.5%413399143.5%
Total Net sales90371718625.9%1,7281,40132723.3%
Gross profit46233912336.3%86767219529.0%
Gross margin51.2%47.3%390 bps50.2%48.0%220 bps
Operating expenses2431974623.4%4793908922.8%
Operating income$219$142$7754.2%$388$282$10637.6%

CF Organic Net sales growth:

Three Months EndedSix Months Ended
July 4, 2026July 4, 2026
CF Reported GAAP Net sales growth25.9%23.3%
Adjustments:
Impact of foreign currency translations (1)(2.5)%(2.3)%
Impact of acquisitions (2)(15.9)%(15.3)%
CF Organic Net sales growth (3)7.5%5.7%

(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.

Second quarter 2026 compared to Second quarter 2025

Total Net sales for CF increased $186 million or 25.9% 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 7.5%.

Gross margin increased to 51.2% in the current year compared to 47.3% for the prior year quarter, primarily due to favorable impacts of IEEPA tariff recoveries and foreign currency, partially offset by unfavorable business mix.

Operating income increased 54.2% in the current year compared to the prior year.

Year to date 2026 compared to Year to date 2025

Total Net sales for CF increased $327 million or 23.3% 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 5.7%.

Gross margin increased to 50.2% in the current year compared to 48.0% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries and foreign currency, partially offset by unfavorable business mix.

Operating income increased 37.6% in the current year compared to the prior year.

Asset Visibility & Automation Segment (“AVA”)

(amounts in millions, except percentages)

Three Months EndedSix Months Ended
July 4, 2026June 28, 2025$ Change% ChangeJuly 4, 2026June 28, 2025$ Change% Change
Net sales:
Tangible products$610$534$7614.2%$1,232$1,115$11710.5%
Services and software444224.8%928578.2%
Total Net sales6545767813.5%1,3241,20012410.3%
Gross profit3682808831.4%71659612020.1%
Gross margin56.3%48.6%770 bps54.1%49.7%440 bps
Operating expenses17617331.7%365354113.1%
Operating income$192$107$8579.4%$351$242$10945.0%

AVA Organic Net sales growth:

Three Months EndedSix Months Ended
July 4, 2026July 4, 2026
AVA Reported GAAP Net sales growth13.5%10.3%
Adjustments:
Impact of foreign currency translations (1)(2.3)%(2.2)%
Impact of acquisitions and dispositions (2)0.2%(0.1)%
AVA Organic Net sales growth (4)11.4%8.0%

(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 and the disposition of the robotics automation business are excluded for twelve months following or preceding the respective acquisition or disposition, respectively.

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

Second quarter 2026 compared to Second quarter 2025

Total Net sales for AVA increased $78 million or 13.5% compared to the prior year, primarily due to higher sales of printing and machine vision products and favorable impact of foreign currency. Excluding the impacts of foreign currency and acquisitions and dispositions, AVA Organic Net sales increased by 11.4%.

Gross margin increased to 56.3% in the current year compared to 48.6% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries, business mix, and foreign currency.

Operating income for the current year increased by 79.4% compared to the prior year.

Year to date 2026 compared to Year to date 2025

Total Net sales for AVA increased $124 million or 10.3% compared to the prior year, primarily due to higher sales of printing and machine vision products and favorable impact of foreign currency. Excluding the impacts of foreign currency and acquisitions and dispositions, AVA Organic Net sales increased by 8.0%.

Gross margin increased to 54.1% in the current year compared to 49.7% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries, business mix, and foreign currency.

Operating income for the current year increased by 45.0% compared to the prior year.

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):

Six Months Ended
Cash flow provided by (used in):July 4, 2026June 28, 2025$ Change
Operating activities$387$325$62
Investing activities(15)(99)84
Financing activities(341)(257)(84)
Effect of exchange rates on cash balances12(1)
Net change in cash and cash equivalents$32$(29)$61
Cash flow provided by (used in):
Operating activities$387$325$62
Less: Purchases of property, plant and equipment(26)(37)11
Free cash flow (Non-GAAP)(1)$361$288$73

(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 six months ended July 4, 2026 compared to the prior year was primarily due to the following:

  • $62 million increase in net operating cash inflows primarily due to growth in the business and higher operating profitability, favorable timing of vendor payments, and lower incentive compensation payments in the current year, partially offset by unfavorable timing of customer collections.

  • $84 million decrease in net investing cash outflows primarily due to the acquisition of Photoneo in the prior year.

  • $84 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):

July 4, 2026December 31, 2025
Term Loan A$1,531$1,575
Senior Notes500500
Revolving Credit Facility565275
Receivables Financing Facility180161
Total debt$2,776$2,511
Less: Debt issuance costs(7)(8)
Less: Unamortized discounts(1)(2)
Less: Current portion of debt(2,275)(141)
Total long-term debt$493$2,361

In the first half of 2026, we increased our borrowings under the Revolving Credit and Receivables Financing Facilities to fund share repurchases.

As of July 4, 2026, our short-term debt obligations primarily consists of our Term Loan A and Revolving Credit Facility (collectively, the "Credit Facility"), both of which are scheduled to mature on May 25, 2027. We intend to refinance the Credit Facility in the second half of 2026. The ultimate timing, structure, and terms of any such transaction will remain subject to the macroeconomic environment and prevailing conditions in the debt capital markets at the time of execution. Until a refinancing is completed, we will continue to meet our current debt service obligations using cash on hand and cash generated from operating activities.

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 second quarter of 2026, the Company repurchased 1,173,993 shares of common stock for approximately $268 million. During the six months ended July 4, 2026, the Company has repurchased a total of 2,468,021 shares of common stock for $568 million.

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 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 six months ended July 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 July 4, 2026. Based on this assessment and those criteria, our management believes that, as of July 4, 2026, our disclosure controls were effective.

Changes in Internal Control over Financial Reporting

During the quarter ended July 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 July 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)
April 5, 2026 - May 2, 2026888,963$224.98888,963$759
May 3, 2026 - May 30, 202682,095249.0182,095739
May 31, 2026 - July 4, 2026202,935236.67202,935691
Total1,173,993$228.681,173,993$691

(1)On February 4, 2026, the Company’s Board of Directors newly authorized share repurchases of up to $1 billion of outstanding shares of common stock, expanding upon the existing authorization that was in effect since 2022. 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 July 4, 2026.

Item 6. Exhibits

10.1Form of 2026 performance-vested restricted stock unit agreement for employees (other than the CEO)
10.2Form of 2026 performance-vested restricted stock unit with relative Total Shareholder Return modifier agreement for executives (including the CEO)
10.3Form of 2026 time-vested 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, formatted in Inline XBRL: consolidated financial statements and accompanying notes in Part I, Item 1, “Consolidated Financial Statements” of this Quarterly Report on Form 10-Q. 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 July 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: August 4, 2026By:/s/ William J. Burns
William J. Burns
Chief Executive Officer
Date: August 4, 2026By:/s/ Nathan Winters
Nathan Winters
Chief Financial Officer