Zebra Technologies Corp 10-Q for FY2026 Q3
Zebra Technologies Corp (ZBRA)
10-Q
2026-11-03
For: 2026-10-03
View Original
Added on
November 03, 2026
About this 10-Q
Zebra Technologies Corp filed this 10-Q on November 3, 2026, covering the quarter ended October 3, 2026 (FY2026 Q3).
Headline figures
Quarter ended October 3, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.61B
- up 22.3% from $1.32B a year earlier
- Net income
- $164M
- up 62.4% from net income of $101M a year earlier
- Diluted EPS
- $3.43
- up 74.1% from $1.97 a year earlier
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 October 3, 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(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 class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
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.
| ☒ | 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 October 27, 2026, there were 47,087,454 shares of Class A Common Stock, $.01 par value, outstanding.
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
QUARTER ENDED OCTOBER 3, 2026
TABLE OF CONTENTS
| PAGE | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I - FINANCIAL INFORMATION
| Item 1. | Consolidated Financial Statements | ||||
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
| October 3, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowances for doubtful accounts of $ | |||||||||||
| Inventories, net | |||||||||||
| Income tax receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total Current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Right-of-use lease assets | |||||||||||
| Goodwill | |||||||||||
| Other intangibles, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Income taxes payable | |||||||||||
| Total Current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term deferred revenue | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Stockholders’ Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock at cost, | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Stockholders’ Equity | |||||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | |||||||||
See accompanying Notes to Consolidated Financial Statements.
3
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| Tangible products | $ | $ | $ | $ | |||||||||||||||||||
| Services and software | |||||||||||||||||||||||
| Total Net sales | |||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| Tangible products | |||||||||||||||||||||||
| Services and software | |||||||||||||||||||||||
| Total Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Acquisition and integration costs | |||||||||||||||||||||||
| Exit and restructuring costs | |||||||||||||||||||||||
| Total Operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other (loss) income, net: | |||||||||||||||||||||||
| Foreign exchange (loss) gain | ( | ( | ( | ||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Total Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income tax | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
4
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Changes in unrealized gains (losses) on sales hedging | ( | ||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
5
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except share data)
(Unaudited)
| Class A Common Stock Shares | Class A Common Stock Value | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net share issuances and tax withholding payments related to share-based compensation plans | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Changes in unrealized gains and losses on sales hedging (net of income taxes) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at April 4, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net share issuances and tax withholding payments related to share-based compensation plans | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Changes in unrealized gains and losses on sales hedging (net of income taxes) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at July 4, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net share issuances and tax withholding payments related to share-based compensation plans | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Changes in unrealized gains and losses on sales hedging (net of income taxes) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at October 3, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
6
| Class A Common Stock Shares | Class A Common Stock Value | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net share issuances and tax withholding payments related to share-based compensation plans | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Changes in unrealized gains and losses on sales hedging (net of income taxes) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net share issuances and tax withholding payments related to share-based compensation plans | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Changes in unrealized gains and losses on sales hedging (net of income taxes) | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance at June 28, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net share issuances and tax withholding payments related to share-based compensation plans | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Changes in unrealized gains and losses on sales hedging (net of income taxes) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
7
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| Nine Months Ended | |||||||||||
| October 3, 2026 | September 27, 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Losses on long-term investments | |||||||||||
| Share-based compensation | |||||||||||
| Deferred income taxes | |||||||||||
| Gain on sale of business | ( | ||||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ||||||||||
| Inventories, net | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued liabilities | ( | ||||||||||
| Deferred revenue | |||||||||||
| Income taxes | ( | ||||||||||
| Other operating activities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of business | ( | ||||||||||
| Proceeds from the sale of business | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of long-term investments | |||||||||||
| Purchases of long-term investments | ( | ||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments of debt | ( | ||||||||||
| Proceeds from issuance of debt | |||||||||||
| Payments for repurchases of common stock | ( | ( | |||||||||
| Net payments related to share-based compensation plans | ( | ( | |||||||||
| Change in unremitted cash collections from servicing factored receivables | ( | ||||||||||
| Other financing activities | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Income taxes paid | $ | $ | |||||||||
| Interest paid | $ | $ | |||||||||
Certain prior period amounts included in Net cash provided by operating activities have been reclassified to conform with the current period presentation.
See accompanying Notes to Consolidated Financial Statements.
8
ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Description of Business and Basis of Presentation
Zebra Technologies Corporation and its subsidiaries (“Zebra” or the “Company”) is a global leader focused on digitizing and automating operations and improving enterprise workflows on the frontline in the automatic identification and data capture industry. We design, manufacture, and sell a broad range of offerings, including cloud-based software subscriptions, that capture and move data. We also provide a full range of services, including maintenance, technical support, repair, managed and professional services. End-users of our offerings include those in retail and e-commerce, manufacturing, transportation and logistics, healthcare, hospitality, public sector, and other industries. We provide our offerings globally through a direct sales force and an extensive network of channel partners.
In the fourth quarter of 2025, the Company’s reportable segments changed to Connected Frontline (“CF”) and Asset Visibility & Automation (“AVA”). This change aligns with how we are operating our business to advance our strategy and the level of detailed financial information reviewed by our chief operating decision-maker. Historical segment results have been recast to conform with the current period presentation. These changes did not have an impact on our results of operations, cash flows, or financial condition.
Management prepared these unaudited interim consolidated financial statements according to the rules and regulations of the Securities and Exchange Commission for interim financial information and notes. As permitted under Article 10 of Regulation S-X and the instructions of Form 10-Q, these consolidated financial statements do not include all the information and notes required by United States Generally Accepted Accounting Principles (“GAAP”) for complete financial statements, although management believes that the disclosures made are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
In the opinion of the Company, these interim financial statements include all adjustments (of a normal, recurring nature) necessary to fairly present its Consolidated Balance Sheet as of October 3, 2026, the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three and nine months ended October 3, 2026 and September 27, 2025, and the Consolidated Statements of Cash Flows for the nine months ended October 3, 2026 and September 27, 2025. These results, however, are not necessarily indicative of the results expected for the full fiscal year ending December 31, 2026.
Note 2 Significant Accounting Policies
For a discussion of our significant accounting policies, see Note 2, Significant Accounting Policies within Part II, Item 8 “Financial Statements and Supplementary Data” in the Annual Report on Form 10-K for the year ended December 31, 2025. Other than our adoption of Accounting Standards Update (“ASU”) No. 2025-05 in the first quarter, there have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2025.
9
Note 3 Revenues
The Company recognizes revenue to depict the transfer of goods, services, or software solutions to a customer at an amount that reflects the consideration which it expects to receive.
Revenues for tangible products are generally recognized upon shipment, whereas revenues for services are generally recognized over time by using an output or time-based method, assuming all other criteria for revenue recognition have been met. Revenues for software are recognized either upon delivery or over time using a time-based method, depending on how control is transferred to the customer. In cases where a bundle of products, services, and/or software are delivered to the customer, judgment is required to select the method of progress which best reflects the transfer of control.
Disaggregation of Revenue
The following table presents our Net sales disaggregated by product category for each of our segments (in millions):
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||
| Segment | Tangible Products | Services and Software | Total | Tangible Products | Services and Software | Total | |||||||||||||||||||||||||||||
| CF | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| AVA | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | ||||||||||||||||||||||||||||||||||
| Segment | Tangible Products | Services and Software | Total | Tangible Products | Services and Software | Total | |||||||||||||||||||||||||||||
| CF | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| AVA | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
In addition, refer to Note 17, Segment Information & Geographic Data for Net sales to customers by geographic region.
Performance Obligations
Contract Balances
10
Deferred revenue on the Consolidated Balance Sheets consists of payments and billings in advance of our performance. The combined short-term and long-term deferred revenue balances were $852 million and $842 million as of October 3, 2026 and December 31, 2025, respectively. During the three and nine months ended October 3, 2026, the Company recognized $114 million and $388 million in revenue that was previously included in the deferred revenue balance as of December 31, 2025. During the three and nine months ended September 27, 2025, the Company recognized $101 million and $359 million in revenue that was previously included in the deferred revenue balance as of December 31, 2024.
Note 4 Inventories
The categories of Inventories, net are as follows (in millions):
| October 3, 2026 | December 31, 2025 | ||||||||||
Raw materials (1) | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total Inventories, net | $ | $ | |||||||||
(1) Raw material inventories primarily consist of product components as well as supplies used in repair operations.
Note 5 Business Acquisitions
On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo Touch”) for $1,303 million. The Company utilized estimated fair values as of the acquisition date to allocate the purchase consideration to the identifiable assets acquired and liabilities assumed. Since the acquisition date, the Company has recorded measurement period adjustments to increase both deferred income tax liabilities and goodwill by $4
Note 6 Investments
A rollforward of the Company’s long-term investments is as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | $ | $ | |||||||||||||||||||
| Losses on long-term investments | ( | ( | ( | ||||||||||||||||||||
| Purchases of long-term investments | |||||||||||||||||||||||
| Long-term investment acquired in exchange for sale of business | |||||||||||||||||||||||
| Sale of long-term investments | ( | ( | ( | ||||||||||||||||||||
| Balance at the end of the period | $ | $ | $ | $ | |||||||||||||||||||
As further described in Note 7 Exit and Restructuring Activities, the Company acquired a long-term investment in the first quarter of 2026 as part of the consideration received for the sale of its robotics automation business.
Note 7 Exit and Restructuring Activities
Robotics automation
In the first quarter of 2026, the Company completed the sale of its robotics automation business to Skild AI. The transaction resulted in a net pre-tax gain of $5 million, which was recognized in the first quarter and is included within Other expense, net, on the Consolidated Statements of Operations.
As part of the sale transaction, Zebra received total consideration of $20 million, consisting of $9 million in upfront cash, a minority ownership stake in Skild AI with a fair value of $9 million, and $2 million held in escrow.
11
2025 Productivity Plan
In the second quarter of 2026, the Company substantially completed its organizational design changes intended to better meet its strategic objectives and improve cost efficiency (referred to as the “2025 Productivity Plan”). One-time costs associated with the 2025 Productivity Plan, which primarily consisted of employee severance and benefits were $16 million during the nine months ended October 3, 2026.
The one-time costs associated with the 2025 Productivity Plan are classified within Exit and restructuring on the Consolidated Statements of Operations.
A rollforward of the liability associated with the Company’s Exit and restructuring activities, which are reflected within Accrued liabilities on the Consolidated Balance Sheets, is as follows (in millions):
| Balance as of December 31, 2025 | $ | ||||
| Exit and restructuring charges | |||||
| Cash payments | ( | ||||
| Balance as of October 3, 2026 | $ | ||||
Note 8 Fair Value Measurements
Financial assets and liabilities are measured using inputs from three levels of the fair value hierarchy in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into the following three broad levels:
•Level 1: Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs (e.g. U.S. Treasuries and money market funds).
•Level 2: Observable prices that are based on inputs not quoted in active markets but corroborated by market data.
•Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs. In addition, the Company considers counterparty credit risk in the assessment of fair value.
The Company’s financial assets and liabilities carried at fair value as of October 3, 2026, are classified below (in millions):
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Foreign exchange contracts (1) | $ | $ | $ | $ | |||||||||||||||||||
| Investments related to the deferred compensation plan | |||||||||||||||||||||||
| Total Assets at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Liabilities related to the deferred compensation plan | $ | $ | $ | $ | |||||||||||||||||||
| Total Liabilities at fair value | $ | $ | $ | $ | |||||||||||||||||||
The Company’s financial assets and liabilities carried at fair value as of December 31, 2025, are classified below (in millions):
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Investments related to the deferred compensation plan | $ | $ | $ | $ | |||||||||||||||||||||||||
| Total Assets at fair value | $ | $ | $ | $ | |||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
Foreign exchange contracts (1) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Liabilities related to the deferred compensation plan | |||||||||||||||||||||||||||||
| Total Liabilities at fair value | $ | $ | $ | $ | |||||||||||||||||||||||||
12
(1)The fair value of the foreign exchange contracts is calculated as follows:
•Fair value of forward contracts associated with forecasted sales hedges is calculated using the period-end exchange rate adjusted for current forward points (Level 2).
•Fair value of hedges against net assets denominated in foreign currencies is calculated at the period-end exchange rate adjusted for current forward points (Level 2). However, if the hedge has matured but not yet settled as of period end, then the fair value is calculated at the amount at which the hedge is being settled (Level 1).
Note 9 Derivative Instruments
In the normal course of business, the Company is exposed to global market risks, including the effects of changes in foreign currency exchange rates and interest rates. The Company commonly uses derivative instruments to manage its exposure to such risks and may elect to designate certain derivatives as hedging instruments under ASC Topic 815, Derivatives and Hedging (“ASC 815”). The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. The Company does not hold or issue derivatives for trading or speculative purposes.
| Asset (Liability) | |||||||||||||||||
| Fair Values as of | |||||||||||||||||
| Balance Sheets Classification | October 3, 2026 | December 31, 2025 | |||||||||||||||
| Derivative instruments designated as hedges: | |||||||||||||||||
| Foreign exchange contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Foreign exchange contracts | Accrued liabilities | ( | |||||||||||||||
| Total derivative instruments designated as hedges | $ | $ | ( | ||||||||||||||
| Derivative instruments not designated as hedges: | |||||||||||||||||
| Foreign exchange contracts | Prepaid expenses and other current assets | $ | $ | ||||||||||||||
| Foreign exchange contracts | Accrued liabilities | ( | |||||||||||||||
| Total derivative instruments not designated as hedges | $ | $ | ( | ||||||||||||||
| Total net derivative asset (liability) | $ | $ | ( | ||||||||||||||
Activities related to derivative instruments are reflected within Net cash provided by operating activities on the Consolidated Statements of Cash Flows.
Interest Rate Risk Management
The Company is exposed to market risk associated with interest rate payments on its borrowings under a term loan (“Term Loan A”), Revolving Credit Facility, and Receivables Financing Facilities, which bear interest at variable rates plus applicable margins. The Company manages its exposure to changes in interest rates by issuing both fixed and variable rate borrowings as well as periodically utilizing interest rate swaps to economically hedge interest rate exposure based on current and projected market conditions. The Company had no active interest rate swap agreements during the nine months ended October 3, 2026 or the year ended December 31, 2025.
Foreign Currency Exchange Risk Management
The Company conducts business on a multinational basis in a variety of foreign currencies. Exposure to market risk for changes in foreign currency exchange rates arises primarily from Euro-denominated external revenues, cross-border financing activities between subsidiaries, and foreign currency denominated monetary assets and liabilities. The Company manages its objective of preserving the economic value of non-functional currency denominated cash flows by initially hedging transaction exposures with natural offsets and, once these opportunities have been exhausted, through foreign exchange forward and option contracts, as deemed appropriate.
13
The Company manages the exchange rate risk of anticipated Euro-denominated sales using forward contracts, which typically mature within twelve months of execution. The Company designates these derivative contracts as cash flow hedges. Unrealized gains and losses on these contracts are deferred in Accumulated other comprehensive income (loss) (“AOCI”) on the Consolidated Balance Sheets until the contract is settled and the hedged sale is realized. The realized gain or loss is then recorded as an adjustment to Net sales on the Consolidated Statements of Operations. Realized amounts reclassified to Net sales were $6 million of gains and $20 million of losses for the three months ended October 3, 2026 and September 27, 2025, respectively. Realized amounts reclassified to Net sales were $1 million of gains and $24 million of losses for the nine months ended October 3, 2026 and September 27, 2025, respectively. As of October 3, 2026 and December 31, 2025, the notional amounts of the Company’s foreign exchange cash flow hedges were €648 million and €582 million, respectively. The Company has reviewed its cash flow hedges for effectiveness and determined that they are highly effective.
The Company uses forward contracts, which are not designated as hedging instruments, to manage its exposures related to net assets denominated in foreign currencies. These forward contracts typically mature within one month after execution. Monetary gains and losses on these forward contracts are recorded in income and are generally offset by the transaction gains and losses related to their net asset positions. Net amounts recognized within Foreign exchange (loss) gain were $4 million of gains and $1 million of losses for the three months ended October 3, 2026 and September 27, 2025, respectively. Net amounts recognized within Foreign exchange (loss) gain were $4 million of gains and $24 million of losses for the nine months ended October 3, 2026 and September 27, 2025, respectively. The notional values and the net fair values of these outstanding contracts were as follows (in millions):
| October 3, 2026 | December 31, 2025 | ||||||||||
| Notional balance of outstanding contracts: | |||||||||||
| British Pound/U.S. Dollar | £ | £ | |||||||||
| Euro/U.S. Dollar | € | € | |||||||||
| Euro/Czech Koruna | € | € | |||||||||
| Japanese Yen/U.S. Dollar | ¥ | ¥ | |||||||||
| Singapore Dollar/U.S. Dollar | S$ | S$ | |||||||||
| Mexican Peso/U.S. Dollar | Mex$ | Mex$ | |||||||||
| Polish Zloty/U.S. Dollar | zł | zł | |||||||||
| Net fair value of assets (liabilities) of outstanding contracts | $ | $ | ( | ||||||||
Credit and Market Risk Management
Financial instruments, including derivatives, expose the Company to counterparty credit risk of nonperformance and to market risk related to currency exchange rate and interest rate fluctuations. The Company manages its exposure to counterparty credit risk by establishing minimum credit standards, diversifying its counterparties, and monitoring its concentrations of credit. The Company’s counterparties are commercial banks with expertise in derivative financial instruments. The Company evaluates the impact of market risk on the fair value and cash flows of its derivative and other financial instruments by considering reasonably possible changes in interest rates and currency exchange rates. The Company continually monitors the creditworthiness of the customers to which it grants credit terms in the normal course of business. The terms and conditions of the Company’s credit policies are designed to mitigate concentrations of credit risk.
The Company’s master netting and other similar arrangements with the respective counterparties allow for net settlement under certain conditions, which are designed to reduce credit risk by permitting net settlement with the same counterparty. We present the assets and liabilities of our derivative financial instruments, for which we have net settlement agreements in place, on a net basis on the Consolidated Balance Sheets. If the derivative financial instruments had been presented gross on the Consolidated Balance Sheets, the asset and liability positions would not have been significantly different as of October 3, 2026 or December 31, 2025.
14
Note 10 Long-Term Debt
The following table shows the carrying value of the Company’s debt (in millions):
| October 3, 2026 | December 31, 2025 | ||||||||||
| Term Loan A | $ | $ | |||||||||
| Senior Notes | |||||||||||
| Revolving Credit Facility | |||||||||||
| Receivables Financing Facility | |||||||||||
| Total debt | $ | $ | |||||||||
| Less: Debt issuance costs | ( | ( | |||||||||
| Less: Unamortized discounts | ( | ( | |||||||||
| Less: Current portion of debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
As of October 3, 2026, the future maturities of debt are as follows (in millions):
| 2026 (3 months remaining) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future maturities of debt | $ | |||||||
All borrowings as of October 3, 2026 were denominated in U.S. Dollars.
The estimated fair value of the Company’s debt approximated $2.6 billion and $2.5 billion as of October 3, 2026 and December 31, 2025, respectively. These fair value amounts, developed based on inputs classified as Level 2 within the fair value hierarchy, represent the estimated value at which the Company’s lenders could trade its debt within the financial markets and do not represent the settlement value of these liabilities to the Company. The fair value of debt will continue to vary each period based on a number of factors, including fluctuations in market interest rates as well as changes to the Company’s credit ratings.
Term Loan A
The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in the fourth quarter of 2026 and the majority due upon maturity on May 25, 2027. The Company has made and may make prepayments in whole or in part, without premium or penalty, and would be required to prepay certain outstanding amounts in the event of certain circumstances or transactions. As of October 3, 2026, the Term Loan A interest rate was 5.25 %. Interest payments are made monthly and are subject to variable rates plus an applicable margin.
15
Senior Notes
The Company’s senior unsecured notes (the “Senior Notes”) have a 6.5 % fixed interest rate. The Senior Notes mature on June 1, 2032, and interest is payable semi-annually in arrears in June and December of each year. The Company has the option to or could be required to prepay certain outstanding amounts in the event of certain circumstances or transactions.
The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of Zebra’s existing and future subsidiaries. The Senior Notes contain covenants that, among other things, limit the ability of Zebra to: (i) grant or incur liens; (ii) have its subsidiaries guarantee debt without becoming guarantors; and (iii) merge or consolidate with another company or sell all or substantially all of its assets.
Revolving Credit Facility
The Company has a Revolving Credit Facility that is available for working capital and other general business purposes, including letters of credit. As of October 3, 2026, in addition to the outstanding borrowings, the Company had letters of credit totaling $10 million, which reduced remaining funds available for borrowings under the Revolving Credit Facility to $1,045 million. As of October 3, 2026, the Revolving Credit Facility had an average interest rate of 5.26 %. Interest payments are made monthly and are subject to variable rates plus an applicable margin. The Revolving Credit Facility matures on May 25, 2027.
Receivables Financing Facility
The Company has a Receivables Financing Facility with a borrowing limit of up to $180 million. As collateral, the Company pledges perfected first-priority security interests in its U.S. domestically originated accounts receivable. The Company has accounted for transactions under this facility as secured borrowings. The receivables financing facility matures on March 19, 2027.
As of October 3, 2026, the Company’s Consolidated Balance Sheets included $868 million of gross receivables that were pledged under the facility. Borrowings under the facility bear interest at a variable rate plus an applicable margin. As of October 3, 2026, the facility had an average interest rate of 4.96 %. Interest is paid monthly on these borrowings.
The Company’s borrowings described above include terms and conditions that limit the incurrence of additional borrowings and require that certain financial ratios be maintained at designated levels.
As of October 3, 2026, the Company was in compliance with all debt covenants.
Note 11 Leases
During the nine months ended October 3, 2026, the Company recorded $44 million of right-of-use (“ROU”) assets obtained in exchange for lease obligations related to extensions of existing leases and commencements of new leases.
Future minimum lease payments under non-cancellable leases as of October 3, 2026 were as follows (in millions):
| 2026 (3 months remaining) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future minimum lease payments | $ | |||||||
| Less: Interest | ( | |||||||
| Present value of lease liabilities | $ | |||||||
| Reported as of October 3, 2026: | ||||||||
| Current portion of lease liabilities | $ | |||||||
| Long-term lease liabilities | ||||||||
| Present value of lease liabilities | $ | |||||||
The current portion of lease liabilities is included within Accrued liabilities on the Consolidated Balance Sheets.
16
Note 12 Accrued Liabilities, Commitments and Contingencies
Accrued Liabilities
The components of Accrued liabilities are as follows (in millions):
| October 3, 2026 | December 31, 2025 | ||||||||||
| Incentive compensation | $ | $ | |||||||||
| Payroll and benefits | |||||||||||
| Customer rebates | |||||||||||
| Unremitted cash collections due to banks on factored accounts receivable | |||||||||||
| Current portion of warranty liabilities | |||||||||||
| Freight and duty | |||||||||||
| Exit and restructuring | |||||||||||
| Other | |||||||||||
| Accrued liabilities | $ | $ | |||||||||
Warranties
The following table is a summary of the Company’s warranty obligations (in millions):
| Nine Months Ended | |||||||||||
| October 3, 2026 | September 27, 2025 | ||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||
| Warranty expense | |||||||||||
| Warranties fulfilled | ( | ( | |||||||||
| Balance at the end of the period | $ | $ | |||||||||
The current and long-term portions of our warranty obligations are included on the Consolidated Balance Sheets within Accrued liabilities and Other long-term liabilities, respectively.
Contingencies
The Company is subject to a variety of investigations, claims, suits, and other legal proceedings that arise from time to time in the ordinary course of business, including but not limited to, intellectual property, employment, tort, and breach of contract matters. The Company currently believes that the outcomes of such proceedings, individually and in the aggregate, will not have a material adverse impact on its business, cash flows, financial position, or results of operations. Any legal proceedings are subject to inherent uncertainties, and the Company’s view of these matters and their potential effects may change in the future. The Company records a liability for contingencies when a loss is deemed to be probable and the loss can be reasonably estimated.
17
Note 13 Income Taxes
The Company’s effective tax rate for the three and nine months ended October 3, 2026 was 17.2 % and 18.2 %, respectively, compared to 36.5 % and 24.5 % for the three and nine months ended September 27, 2025, respectively. In the current year, the variance from the 21% U.S. federal statutory rate was primarily attributable to U.S. tax credits and tax benefits related to foreign earnings subject to U.S. taxation, partially offset by U.S. state income taxes. In the prior year, the variance from the 21% U.S. federal statutory rate was primarily attributable to taxes related to foreign earnings subject to U.S. taxation resulting from federal tax legislation and U.S. state income taxes, partially offset by the generation of U.S. tax credits and the release of certain Canadian valuation allowance reserves.
Note 14 Earnings Per Share
Basic net earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average number of diluted common shares outstanding. Diluted common shares outstanding is computed using the Treasury Stock method and, in periods of income, reflects the additional shares that would be outstanding if dilutive share-based compensation awards were converted into common shares during the period.
Earnings per share (in millions, except share data):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive shares | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
Anti-dilutive share-based compensation awards are excluded from diluted earnings per share calculations. There were 2,499 and 138,222 shares that were anti-dilutive for the three and nine months ended October 3, 2026. There were 1,473 and 84,605 shares that were anti-dilutive for the three and nine months ended September 27, 2025, respectively.
Note 15 Accumulated Other Comprehensive (Loss) Income
Stockholders’ equity includes certain items classified as AOCI, including:
•Unrealized gain (loss) on sales hedging which relates to derivative instruments used to hedge the exposure related to currency exchange rates for forecasted Euro sales. These hedges are designated as cash flow hedges, and the Company defers income statement recognition of gains and losses until the hedged transaction occurs. See Note 9, Derivative Instruments for more details.
•Foreign currency translation adjustments which relates to the Company’s non-U.S. subsidiary companies that have designated a functional currency other than the U.S. Dollar. The Company translates the subsidiary functional currency financial statements to U.S. Dollars using a combination of historical, period-end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of AOCI.
18
The changes in each component of AOCI during the nine months ended October 3, 2026 and September 27, 2025 were as follows (in millions):
| Unrealized gain (loss) on sales hedging | Foreign currency translation adjustments | Total | ||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | ( | |||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | ||||||||||||||||||||||||
Amounts reclassified from AOCI(1) | ||||||||||||||||||||||||||
| Tax effect | ||||||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ||||||||||||||||||||||||
| Balance at September 27, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||
Amounts reclassified from AOCI(1) | ( | ( | ||||||||||||||||||||||||
| Tax effect | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||
| Balance at October 3, 2026 | $ | $ | ( | $ | ( | |||||||||||||||||||||
Note 16 Accounts Receivable Factoring
The Company has a Receivables Factoring arrangement, pursuant to which certain receivables originated from the EMEA and Asia-Pacific regions up to a maximum of €150 million are sold to a bank without recourse in exchange for cash. Such transfers are accounted for as sales and the related receivables are removed from the Company’s balance sheet. The Company does not maintain any beneficial interest in the receivables sold. The Company services the receivables on behalf of the bank, but otherwise maintains no significant continuing involvement with respect to the receivables. Sale proceeds that are representative of the fair value of factored receivables, less a factoring fee, are reflected in Cash flows from operating activities on the Consolidated Statements of Cash Flows, while sale proceeds in excess of the fair value of factored receivables are reflected in Cash flows from financing activities on the Consolidated Statements of Cash Flows.
During the nine months ended October 3, 2026 and September 27, 2025, the Company received cash proceeds of $388 million and $374 million, respectively, from the sales of accounts receivables under its factoring arrangement. As of October 3, 2026 and December 31, 2025, there were a total of $22 million and $10 million, respectively, of uncollected receivables that had been sold and removed from the Company’s Consolidated Balance Sheets.
As servicer of sold receivables, the Company had $63 million and $84 million of obligations that were not yet remitted to the bank as of October 3, 2026 and December 31, 2025, respectively. These obligations are included within Accrued liabilities on the Consolidated Balance Sheets, with changes in such obligations reflected within Cash flows from financing activities on the Consolidated Statements of Cash Flows.
Note 17 Segment Information & Geographic Data
The Company’s operations consist of two reportable segments that provide complementary offerings to our customers: Connected Frontline (“CF”), which includes mobile computing and related services and software-based offerings; and Asset Visibility & Automation (“AVA”), which includes barcode and card printing and related supplies and sensors, RFID and RTLS offerings, data capture, machine vision offerings, and related services.
The reportable segments have been identified based on the financial data utilized by the Company’s Chief Executive Officer (the chief operating decision maker or “CODM”) to assess segment performance and allocate resources among the Company’s segments. The CODM reviews operating income to assess segment profitability monthly as well as part of the Company’s budget and forecasting process. The CODM assesses the profitability of each segment relative to its long-term growth objectives in evaluating resource allocation priorities. Segment assets are not reviewed by the Company’s CODM and therefore are not disclosed below.
Financial information by segment is presented as follows (in millions):
19
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||
| CF | $ | $ | $ | $ | |||||||||||||||||||
| AVA | |||||||||||||||||||||||
| Total Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| CF | $ | $ | $ | $ | |||||||||||||||||||
| AVA | |||||||||||||||||||||||
Corporate (3) | |||||||||||||||||||||||
| Total Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
CF (1) | $ | $ | $ | $ | |||||||||||||||||||
AVA (1) | |||||||||||||||||||||||
Corporate (3) | |||||||||||||||||||||||
| Total Operating expenses | $ | $ | $ | $ | |||||||||||||||||||
| Operating income: | |||||||||||||||||||||||
CF (2) | $ | $ | $ | $ | |||||||||||||||||||
AVA (2) | |||||||||||||||||||||||
| Total segment operating income | $ | $ | $ | $ | |||||||||||||||||||
Corporate (3) | ( | ( | ( | ( | |||||||||||||||||||
| Total Operating income | $ | $ | $ | $ | |||||||||||||||||||
(1)CF and AVA segment operating expenses include Selling and marketing, Research and development, and General and administrative expenses, excluding the amounts classified within Corporate.
(2)CF and AVA segment operating income includes depreciation expense proportionate to each segment’s Net sales.
(3)To the extent applicable, amounts included in Corporate consist of Share-based compensation, Amortization of intangible assets, Acquisition and integration costs, Exit and restructuring costs, as well as certain other non-recurring costs (impairment of goodwill and other intangible assets, and business acquisition purchase accounting adjustments).
Information regarding the Company’s operations by geographic area is contained in the following tables. Net sales amounts are attributed to geographic area based on customer location.
Net sales by region were as follows (in millions)(1):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | October 3, 2026 | September 27, 2025 | ||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Total Net sales | $ | $ | $ | $ | |||||||||||||||||||
(1)Certain prior period net sales have been recast to appropriately reflect customer location, with no impact to Zebra’s consolidated net sales.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
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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 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.
Third Quarter 2026 Financial Summary
•Net sales were $1,614 million in the current quarter compared to $1,320 million in the prior year third quarter.
•Operating income was $237 million in the current quarter compared to $183 million in the prior year third quarter.
•Net income was $164 million, or $3.43 per diluted share in the current quarter, compared to net income of $101 million, or $1.97 per diluted share in the prior year third quarter.
•We repurchased $643 million of common shares year to date, including $75 million in the third quarter.
21
Results of Operations
Consolidated Results of Operations
(amounts in millions, except percentages)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | $ Change | % Change | October 3, 2026 | September 27, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Tangible products | $ | 1,370 | $ | 1,081 | $ | 289 | 26.7 | % | $ | 3,917 | $ | 3,198 | $ | 719 | 22.5 | % | |||||||||||||||||||||||||||||||
| Services and software | 244 | 239 | 5 | 2.1 | % | 749 | 723 | 26 | 3.6 | % | |||||||||||||||||||||||||||||||||||||
| Total Net sales | 1,614 | 1,320 | 294 | 22.3 | % | 4,666 | 3,921 | 745 | 19.0 | % | |||||||||||||||||||||||||||||||||||||
| Gross profit | 738 | 634 | 104 | 16.4 | % | 2,305 | 1,895 | 410 | 21.6 | % | |||||||||||||||||||||||||||||||||||||
| Gross margin | 45.7 | % | 48.0 | % | (230) bps | 49.4 | % | 48.3 | % | 110 bps | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 501 | 451 | 50 | 11.1 | % | 1,532 | 1,334 | 198 | 14.8 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | $ | 237 | $ | 183 | $ | 54 | 29.5 | % | $ | 773 | $ | 561 | $ | 212 | 37.8 | % | |||||||||||||||||||||||||||||||
Net sales to customers by geographic region were as follows (amounts in millions, except percentages):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | $ Change | % Change | October 3, 2026 | September 27, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| North America | $ | 822 | $ | 666 | $ | 156 | 23.4 | % | $ | 2,324 | $ | 1,943 | $ | 381 | 19.6 | % | |||||||||||||||||||||||||||||||
| EMEA | 496 | 394 | 102 | 25.9 | % | 1,501 | 1,260 | 241 | 19.1 | % | |||||||||||||||||||||||||||||||||||||
| Asia-Pacific | 190 | 163 | 27 | 16.6 | % | 538 | 447 | 91 | 20.4 | % | |||||||||||||||||||||||||||||||||||||
| Latin America | 106 | 97 | 9 | 9.3 | % | 303 | 271 | 32 | 11.8 | % | |||||||||||||||||||||||||||||||||||||
| Total Net sales | $ | 1,614 | $ | 1,320 | $ | 294 | 22.3 | % | $ | 4,666 | $ | 3,921 | $ | 745 | 19.0 | % | |||||||||||||||||||||||||||||||
Operating expenses are summarized below (amounts in millions, except percentages):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | As a % of Net sales | October 3, 2026 | September 27, 2025 | As a % of Net sales | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Selling and marketing | $ | 183 | $ | 159 | 11.3 | % | 12.0 | % | $ | 556 | $ | 478 | 11.9 | % | 12.2 | % | |||||||||||||||||||||||||||||||
| Research and development | 158 | 146 | 9.8 | % | 11.1 | % | 482 | 441 | 10.3 | % | 11.2 | % | |||||||||||||||||||||||||||||||||||
| General and administrative | 122 | 111 | 7.6 | % | 8.4 | % | 363 | 324 | 7.8 | % | 8.3 | % | |||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 37 | 25 | NM | NM | 111 | 74 | NM | NM | |||||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | 1 | 10 | NM | NM | 4 | 17 | NM | NM | |||||||||||||||||||||||||||||||||||||||
| Exit and restructuring costs | — | — | NM | NM | 16 | — | NM | NM | |||||||||||||||||||||||||||||||||||||||
| Total Operating expenses | $ | 501 | $ | 451 | 31.0 | % | 34.2 | % | $ | 1,532 | $ | 1,334 | 32.8 | % | 34.0 | % | |||||||||||||||||||||||||||||||
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Consolidated Organic Net sales growth:
| Three Months Ended | Nine Months Ended | ||||||||||
| October 3, 2026 | October 3, 2026 | ||||||||||
Reported GAAP Consolidated Net sales growth | 22.3 | % | 19.0 | % | |||||||
| Adjustments: | |||||||||||
Impact of foreign currency translations (1) | (2.1) | % | (2.2) | % | |||||||
Impact of acquisitions and dispositions (2) | (8.9) | % | (8.5) | % | |||||||
Consolidated Organic Net sales growth (3) | 11.3 | % | 8.3 | % | |||||||
(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.
Third quarter 2026 compared to third quarter 2025
Total Net sales increased by $294 million or 22.3% compared to the prior year quarter, reflecting continued growth in both of our segments. Our overall sales growth reflects broad-based growth across all verticals and regions. Excluding the effects of foreign currency, acquisitions and dispositions, Consolidated Organic Net sales increased by 11.3%.
Gross margin decreased to 45.7% for the current quarter compared to 48.0% for the prior year quarter, primarily due to increased memory costs and unfavorable business mix, partially offset by foreign currency favorability.
Operating expenses for the quarters ended October 3, 2026 and September 27, 2025 were $501 million and $451 million, or 31.0% and 34.2% 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, inclusive of intangible asset amortization.
Operating income was $237 million for the current quarter compared to $183 million in the prior year quarter.
Total Other expense, net increased primarily due to lower interest income on cash equivalents and higher interest expense associated with higher average debt balances.
The Company’s effective tax rates for the three months ended October 3, 2026 and September 27, 2025 were 17.2% and 36.5%, respectively. The decrease in effective tax rate was primarily due to prior year foreign earnings subject to U.S. taxation resulting from federal tax legislation, as well as lower current year U.S. state income taxes.
Year to date 2026 compared to Year to date 2025
Total Net sales increased by $745 million or 19.0% compared to the prior year, reflecting continued growth in both of our segments and all regions. Excluding the effects of foreign currency, acquisitions and dispositions, Consolidated Organic Net sales increased by 8.3%.
Gross margin increased to 49.4% for the current year compared to 48.3% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries recognized in the second quarter and foreign currency, partially offset by higher memory costs.
Operating expenses for the quarters ended October 3, 2026 and September 27, 2025 were $1,532 million and $1,334 million, or 32.8% and 34.0% 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, inclusive of intangible asset amortization, as well as higher employee-related costs.
Operating income was $773 million for the current year compared to $561 million in the prior year.
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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 nine months ended October 3, 2026 and September 27, 2025 were 18.2% and 24.5%, respectively. The decrease in effective tax rate was primarily due to prior year foreign earnings subject to U.S. taxation resulting from federal tax legislation, as well as lower current year U.S. state income taxes.
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 17, 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 | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | $ Change | % Change | October 3, 2026 | September 27, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Tangible products | $ | 750 | $ | 509 | $ | 241 | 47.3 | % | $ | 2,065 | $ | 1,511 | $ | 554 | 36.7 | % | |||||||||||||||||||||||||||||||
| Services and software | 199 | 196 | 3 | 1.5 | % | 612 | 595 | 17 | 2.9 | % | |||||||||||||||||||||||||||||||||||||
| Total Net sales | 949 | 705 | 244 | 34.6 | % | 2,677 | 2,106 | 571 | 27.1 | % | |||||||||||||||||||||||||||||||||||||
| Gross profit | 410 | 324 | 86 | 26.5 | % | 1,277 | 996 | 281 | 28.2 | % | |||||||||||||||||||||||||||||||||||||
| Gross margin | 43.2 | % | 46.0 | % | (280) bps | 47.7 | % | 47.3 | % | 40 bps | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 239 | 192 | 47 | 24.5 | % | 718 | 582 | 136 | 23.4 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | $ | 171 | $ | 132 | $ | 39 | 29.5 | % | $ | 559 | $ | 414 | $ | 145 | 35.0 | % | |||||||||||||||||||||||||||||||
CF Organic Net sales growth:
| Three Months Ended | Nine Months Ended | ||||||||||
| October 3, 2026 | October 3, 2026 | ||||||||||
| CF Reported GAAP Net sales growth | 34.6 | % | 27.1 | % | |||||||
| Adjustments: | |||||||||||
Impact of foreign currency translations (1) | (2.4) | % | (2.3) | % | |||||||
Impact of acquisitions (2) | (17.2) | % | (15.9) | % | |||||||
CF Organic Net sales growth (3) | 15.0 | % | 8.9 | % | |||||||
(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 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.
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Third quarter 2026 compared to third quarter 2025
Total Net sales for CF increased $244 million or 34.6% 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 15.0%.
Gross margin decreased to 43.2% in the current year compared to 46.0% for the prior year quarter, primarily due to higher memory costs and unfavorable business mix, partially offset by foreign currency favorability.
Operating income increased 29.5% 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 $571 million or 27.1% 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 8.9%.
Gross margin increased to 47.7% in the current year compared to 47.3% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries recognized in the second quarter and foreign currency, partially offset by higher memory costs and unfavorable business mix.
Operating income increased 35.0% in the current year compared to the prior year.
Asset Visibility & Automation Segment (“AVA”)
(amounts in millions, except percentages)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| October 3, 2026 | September 27, 2025 | $ Change | % Change | October 3, 2026 | September 27, 2025 | $ Change | % Change | ||||||||||||||||||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||||||||||||||||||||
| Tangible products | $ | 620 | $ | 572 | $ | 48 | 8.4 | % | $ | 1,852 | $ | 1,687 | $ | 165 | 9.8 | % | |||||||||||||||||||||||||||||||
| Services and software | 45 | 43 | 2 | 4.7 | % | 137 | 128 | 9 | 7.0 | % | |||||||||||||||||||||||||||||||||||||
| Total Net sales | 665 | 615 | 50 | 8.1 | % | 1,989 | 1,815 | 174 | 9.6 | % | |||||||||||||||||||||||||||||||||||||
| Gross profit | 332 | 312 | 20 | 6.4 | % | 1,048 | 908 | 140 | 15.4 | % | |||||||||||||||||||||||||||||||||||||
| Gross margin | 49.9 | % | 50.7 | % | (80) bps | 52.7 | % | 50.0 | % | 270 bps | |||||||||||||||||||||||||||||||||||||
| Operating expenses | 174 | 176 | (2) | (1.1) | % | 539 | 530 | 9 | 1.7 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | $ | 158 | $ | 136 | $ | 22 | 16.2 | % | $ | 509 | $ | 378 | $ | 131 | 34.7 | % | |||||||||||||||||||||||||||||||
AVA Organic Net sales growth:
| Three Months Ended | Nine Months Ended | ||||||||||
| October 3, 2026 | October 3, 2026 | ||||||||||
| AVA Reported GAAP Net sales growth | 8.1 | % | 9.6 | % | |||||||
| Adjustments: | |||||||||||
Impact of foreign currency translations (1) | (1.3) | % | (1.9) | % | |||||||
Impact of acquisitions and dispositions (2) | 0.2 | % | — | % | |||||||
AVA Organic Net sales growth (4) | 7.0 | % | 7.7 | % | |||||||
(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.
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(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.
Third quarter 2026 compared to third quarter 2025
Total Net sales for AVA increased $50 million or 8.1% compared to the prior year, primarily due to higher sales of machine vision and printing products and favorable impact of foreign currency. Excluding the impacts of foreign currency and acquisitions and dispositions, AVA Organic Net sales increased by 7.0%.
Gross margin decreased to 49.9% in the current year compared to 50.7% for the prior year, primarily due to higher memory costs, partially offset by foreign currency favorability.
Operating income for the current year increased by 16.2% compared to the prior year.
Year to date 2026 compared to Year to date 2025
Total Net sales for AVA increased $174 million or 9.6% 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 7.7%.
Gross margin increased to 52.7% in the current year compared to 50.0% for the prior year, primarily due to favorable impacts of IEEPA tariff recoveries recognized in the second quarter, business mix, and foreign currency, partially offset by higher memory costs.
Operating income for the current year increased by 34.7% 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):
| Nine Months Ended | |||||||||||||||||||||||
| Cash flow provided by (used in): | October 3, 2026 | September 27, 2025 | $ Change | ||||||||||||||||||||
| Operating activities | $ | 711 | $ | 560 | $ | 151 | |||||||||||||||||
| Investing activities | (39) | (121) | 82 | ||||||||||||||||||||
| Financing activities | (617) | (286) | (331) | ||||||||||||||||||||
| Effect of exchange rates on cash balances | 2 | (1) | 3 | ||||||||||||||||||||
| Net change in cash and cash equivalents | $ | 57 | $ | 152 | $ | (95) | |||||||||||||||||
| Cash flow provided by (used in): | |||||||||||||||||||||||
| Operating activities | $ | 711 | $ | 560 | $ | 151 | |||||||||||||||||
| Less: Purchases of property, plant and equipment | (50) | (56) | 6 | ||||||||||||||||||||
Free cash flow (Non-GAAP)(1) | $ | 661 | $ | 504 | $ | 157 | |||||||||||||||||
(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.
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2026 compared to 2025
The change in our cash and cash equivalents balance during the nine months ended October 3, 2026 compared to the prior year was primarily due to the following:
•$151 million increase in net operating cash inflows primarily due to higher operating profitability, including IEEPA tariff refunds.
•$82 million decrease in net investing cash outflows primarily due to the acquisition of Photoneo in the prior year.
•$331 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):
| October 3, 2026 | December 31, 2025 | ||||||||||
| Term Loan A | $ | 1,509 | $ | 1,575 | |||||||
| Senior Notes | 500 | 500 | |||||||||
| Revolving Credit Facility | 445 | 275 | |||||||||
| Receivables Financing Facility | 124 | 161 | |||||||||
| Total debt | $ | 2,578 | $ | 2,511 | |||||||
| Less: Debt issuance costs | (6) | (8) | |||||||||
| Less: Unamortized discounts | (1) | (2) | |||||||||
| Less: Current portion of debt | (2,077) | (141) | |||||||||
| Total long-term debt | $ | 494 | $ | 2,361 | |||||||
As of October 3, 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 fourth quarter 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 third quarter of 2026, the Company repurchased 229,206 shares of common stock for approximately $75 million. During the nine months ended October 3, 2026, the Company has repurchased a total of 2,697,227 shares of common stock for $643 million.
Safe Harbor
Forward-looking statements contained in this report 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, strategy, and future business prospects. 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:
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•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.,
•The Company’s 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,
•The Company’s 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.
The Company undertakes 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
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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 nine months ended October 3, 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 October 3, 2026. Based on this assessment and those criteria, our management believes that, as of October 3, 2026, our disclosure controls were effective.
Changes in Internal Control over Financial Reporting
During the quarter ended October 3, 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.
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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 October 3, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total 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) | ||||||||||||||||||||||
| July 5, 2026 - August 1, 2026 | 78,612 | $ | 262.40 | 78,612 | $ | 670 | ||||||||||||||||||||
| August 2, 2026 - August 29, 2026 | 79,205 | 364.40 | 79,205 | 641 | ||||||||||||||||||||||
| August 30, 2026 - October 3, 2026 | 71,389 | 352.13 | 71,389 | 616 | ||||||||||||||||||||||
| Total | 229,206 | $ | 325.59 | 229,206 | $ | 616 | ||||||||||||||||||||
(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 terminated
30
| Item 6. | Exhibits | ||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The 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. | ||||
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2026 formatted in Inline XBRL (included in Exhibit 101). | ||||
31
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: November 3, 2026 | By: | /s/ William J. Burns | |||||||||
| William J. Burns | |||||||||||
| Chief Executive Officer | |||||||||||
| Date: November 3, 2026 | By: | /s/ Nathan Winters | |||||||||
| Nathan Winters | |||||||||||
| Chief Financial Officer | |||||||||||
32
FOURTH AMENDMENT TO RECEIVABLES FINANCING AGREEMENT This Fourth Amendment to Receivables Financing Agreement (this “Amendment”), dated as of July 20, 2026 (the “Effective Date”), is by and among ZEBRA TECHNOLOGIES RSC, LLC, a Delaware limited liability company, as Borrower (together with its successors and assigns, the “Borrower”); ZEBRA TECHNOLOGIES INTERNATIONAL, LLC, an Illinois limited liability company, in its individual capacity and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); the Lenders and Group Agents party to the Financing Agreement (as hereinafter defined); PNC BANK, NATIONAL ASSOCIATION (“PNC”), as a Lender (in such capacity, the “Lender”) and as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”); and PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent (the “Structuring Agent”). W I T N E S S E T H: WHEREAS, the Borrower, the Servicer, the Lenders, the Group Agents, the Administrative Agent, and the Structuring Agent are party to that certain Receivables Financing Agreement dated as of December 1, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Financing Agreement”). WHEREAS, the Borrower, the Servicer, the Lenders, the Group Agents and the Administrative Agent hereby agree to make certain amendments to the Financing Agreement, as permitted by Section 14.01 of the Financing Agreement, pursuant to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged by the parties hereto agree as follows: Section 1. DEFINITIONS. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Financing Agreement. Section 2. AMENDMENTS. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the parties hereto agree that the Financing Agreement shall be amended as follows: Notwithstanding anything to the contrary in the Financing Agreement, solely for purposes of calculating Concentration Percentage and Excess Concentration in each Information Package delivered under the Financing Agreement for (i) the Fiscal Month ended June 30, 2026, (ii) the Fiscal Month ended July 31, 2026 and (iii) the Fiscal Month ended August 31, 2026 (collectively, the “Temporary Concentration Reporting Periods”), Schedule IV to the Financing Agreement is hereby amended as set forth on Annex A hereto; provided that the Administrative Agent may, in its sole discretion, terminate this temporary amendment early by written notice to the Borrower, in which case the last Temporary Concentration Reporting Period shall be the Fiscal Month specified in such notice.
-2- Effective beginning with the Information Package to be delivered for the Fiscal Month ended September 30, 2026, unless the temporary amendment is earlier terminated by the Administrative Agent pursuant to the proviso above), Schedule IV shall automatically revert to Schedule IV as in effect immediately prior to the Effective Date. Section 3. REPRESENTATIONS OF THE BORROWER AND THE SERVICER. Each of the Borrower and the Servicer hereby represent and warrant to the parties hereto that as of the date hereof each of the representations and warranties contained in Article VII of the Financing Agreement and any other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof and after giving effect to this Amendment (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date). Notwithstanding anything herein to the contrary, the representations and warranties set forth in (1) Sections 7.01(m), 7.02(p) of the Financing Agreement are made with respect to the time period from February 1, 2023 through the date hereof, and (2) Section 7.02(t) of the Financing Agreement are made with respect to the consolidated balance sheets of the Servicer and its consolidated Subsidiaries as of December 31, 2023. Section 4. CONDITIONS PRECEDENT. This Amendment shall become effective and be deemed effective as of the date first written above upon the satisfaction or waiver of the following conditions precedent: (a) the Administrative Agent shall have received a fully executed counterpart of this Amendment from each of the other parties hereto; (b) the Administrative Agent shall have received an executed Reaffirmation, Acknowledgment and Consent of Performance Guarantor dated as of the date hereof; (c) each of the representations and warranties of the Borrower and the Servicer contained herein or in any other Transaction Document (after giving effect to this Amendment) shall be true and correct in all material respects (except to the extent that such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided that the representations and warranties set forth in (1) Sections 7.01(m), 7.02(p) of the Financing Agreement are made with respect to the time period from February 1, 2023 through the date hereof, and (2) Section 7.02(t) of the Financing Agreement are made with respect to the consolidated balance sheets of the Servicer and its consolidated Subsidiaries as of December 31, 2023); and (d) no Unmatured Event of Default or Event of Default shall have occurred and be continuing. Section 5. COUNTERPARTS. This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.
-3- Section 6. SEVERABILITY. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 7. GOVERNING LAW AND JURISDICTION. Sections 14.07, 14.10 and 14.11 of the Financing Agreement are incorporated in this Amendment by reference as if such provisions were set forth herein mutatis mutandis. Section 8. HEADINGS. The headings of this Amendment are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Amendment. [SIGNATURES APPEAR ON FOLLOWING PAGE.]
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to be duly executed by their respective duly authorized officers as of the day and year first above written. ZEBRA TECHNOLOGIES RSC, LLC, as the Borrower By: ____________________________________ Name: Joshua Quever Title: President ZEBRA TECHNOLOGIES INTERNATIONAL, LLC, as the Servicer By: ____________________________________ Name: Colleen O’Sullivan Title: Vice President and Treasurer
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By: ____________________________________ Name: Henry Chan Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: ____________________________________ Name: Henry Chan Title: Senior Vice President PNC CAPITAL MARKETS LLC, as Structuring Agent By: ____________________________________ Name: Henry Chan Title: Senior Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Group Agent for the Wells Fargo Group By: ____________________________________ Name: Ryan Tozier Title: Executive Director WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Committed Lender By: ____________________________________ Name: Ryan Tozier Title: Executive Director
REAFFIRMATION, ACKNOWLEDGEMENT AND CONSENT OF PERFORMANCE GUARANTOR The undersigned, ZEBRA TECHNOLOGIES CORPORATION, heretofore executed and delivered to the Administrative Agent a Performance Guaranty dated December 1, 2017. The undersigned hereby acknowledges and consents to the Fourth Amendment to Receivables Financing Agreement dated as of the date hereof, and confirms that its Performance Guaranty, and all obligations of the undersigned thereunder, remain in full force and effect. The undersigned further agrees that the consent of the undersigned to any other amendment or modification to the Financing Agreement or any of the Transaction Documents referred to therein (each as existing on the date hereof) shall not be required solely as a result of this consent having been obtained. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the assurances provided herein in entering into the Fourth Amendment to Receivables Financing Agreement set forth above. Dated as of July 20, 2026 ZEBRA TECHNOLOGIES CORPORATION By: ____________________________________ Name: Derek Spychalski Title: Senior Vice President, Chief Compliance Officer, and Assistant Secretary
Exhibit 31.1
CERTIFICATION
I, William J. Burns, certify that:
1.I have reviewed this report on Form 10-Q of Zebra Technologies Corporation (the “Company”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 3, 2026 By: /s/ William J. Burns
William J. Burns
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Nathan Winters, certify that:
1.I have reviewed this report on Form 10-Q of Zebra Technologies Corporation (the “Company”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and the internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 3, 2026 By: /s/ Nathan Winters
Nathan Winters
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Zebra Technologies Corporation (the “Company”) on Form 10-Q for the period that ended October 3, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, William J. Burns, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2026 By: /s/ William J. Burns
William J. Burns
Chief Executive Officer
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Zebra Technologies Corporation (the “Company”) on Form 10-Q for the period that ended October 3, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, Nathan Winters, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2026 By: /s/ Nathan Winters
Nathan Winters
Chief Financial Officer