[10-Q] Zebra Technologies Corporation Quarterly Earnings Report

Rhea-AI Filing Summary

Cartesian Growth Corporation II (Nasdaq: RENE/RENEU/RENEW) filed an 8-K disclosing its ninth one-month extension to complete a business combination. The Board moved the deadline, known as the “Business Combination Period,” from 5 Aug 2025 to 5 Sep 2025.

To effect the extension, sponsor CGC II Sponsor LLC will advance $250,000 under an unsecured promissory note that permits borrowings up to $2.4 million. The funds will be deposited into the IPO trust account as required by the company’s amended memorandum and articles.

This is the 9th of 12 permissible monthly extensions; no additional financial results, target identification, or other material transactions were reported.

Positive

• Sponsor advances $250,000 to fund the trust, signaling ongoing financial support.
• Trust account remains intact, preserving redemption value for public shareholders.

Negative

• Ninth extension highlights continued inability to secure a merger target, increasing deal uncertainty.
• Additional borrowing under the $2.4 million note raises leverage ahead of any future transaction.

Insights

SPAC Analyst

TL;DR – Ninth extension keeps SPAC alive but signals difficulty closing a deal; sponsor support limits immediate redemption risk.

Another one-month extension to 5 Sep 2025 indicates CGC II has yet to secure a definitive merger agreement. The sponsor’s $250k deposit demonstrates continued financial backing, protecting the trust value and meeting charter requirements. However, with only three monthly extensions left, time pressure rises and potential targets gain negotiating leverage. Overall impact is neutral: cash safety maintained, but strategic uncertainty persists.

Risk Analyst

TL;DR – Repeated deadline pushes heighten execution risk; growing sponsor loan increases leverage against future proceeds.

The ninth consecutive extension underscores prolonged deal sourcing challenges, raising the probability of liquidation or shareholder fatigue. Each draw on the unsecured note—now at least $250k—adds liabilities senior to ordinary shareholders upon closing. With only three extensions remaining, investors should monitor note balance growth and any shift in sponsor commitment. From a risk viewpoint, the filing leans negative because timeline slippage and incremental debt can erode eventual transaction economics.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 28, 2025

OR

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

For the transition period from                                          to                                         

Commission File Number: 000-19406

Zebra Technologies Corporation

(Exact name of registrant as specified in its charter)

Delaware			36-2675536
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3 Overlook Point, Lincolnshire, IL 60069

(Address of principal executive offices) (Zip Code)

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

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Class A Common Stock, par value $.01 per share

ZBRA

The NASDAQ Stock Market, LLC

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of July 29, 2025, there were 50,845,151 shares of Class A Common Stock, $.01 par value, outstanding.

Table of Contents

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

QUARTER ENDED JUNE 28, 2025

TABLE OF CONTENTS

						PAGE
PART I - FINANCIAL INFORMATION						3
Item 1.			Consolidated Financial Statements			3
			Consolidated Balance Sheets as of June 28, 2025 (unaudited) and December 31, 2024			3
			Consolidated Statements of Operations (unaudited) for the three and six months ended June 28, 2025 and June 29, 2024			4
			Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 28, 2025 and June 29, 2024			5
			Consolidated Statements of Stockholders’ Equity (unaudited) for the three and six months ended June 28, 2025 and June 29, 2024			6
			Consolidated Statements of Cash Flows (unaudited) for the six months ended June 28, 2025 and June 29, 2024			8
			Notes to Consolidated Financial Statements (unaudited)			8
			Note 1: Description of Business and Basis of Presentation			9
			Note 2: Significant Accounting Policies			9
			Note 3: Revenues			10
			Note 4: Inventories			11
			Note 5: Business Acquisitions			11
			Note 6: Investments			11
			Note 7: Fair Value Measurements			11
			Note 8: Derivative Instruments			13
			Note 9: Long-Term Debt			15
			Note 10: Leases			16
			Note 11: Accrued Liabilities, Commitments and Contingencies			17
			Note 12: Income Taxes			17
			Note 13: Earnings Per Share			18
			Note 14: Accumulated Other Comprehensive (Loss) Income			18
			Note 15: Accounts Receivable Factoring			19
			Note 16: Segment Information & Geographic Data			19
			Note 17: Subsequent Events			20
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
			Overview			21
			Results of Operations			22
			Results of Operations by Segment			24
			Liquidity and Capital Resources			26
			Significant Customers			28
			Safe Harbor			29
			New Accounting Pronouncements			29
			Non-GAAP Measures			30
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			30
Item 4.			Controls and Procedures			30
PART II - OTHER INFORMATION						31
Item 1.			Legal Proceedings			31
Item 1A.			Risk Factors			31
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 5.			Other Information			31
Item 6.			Exhibits			32
Signatures						33

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PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

			June 28, 2025						December 31, 2024
			(Unaudited)
Assets
Current assets:
Cash and cash equivalents			$	872					$	901
Accounts receivable, net of allowances for doubtful accounts of $1 each as of June 28, 2025 and December 31, 2024			634						692
Inventories, net			686						693
Income tax receivable			50						20
Prepaid expenses and other current assets			92						134
Total Current assets			2,334						2,440
Property, plant and equipment, net			314						305
Right-of-use lease assets			165						167
Goodwill			3,931						3,891
Other intangibles, net			400						422
Deferred income taxes			565						512
Other long-term assets			229						231
Total Assets			$	7,938					$	7,968
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt			$	44					$	79
Accounts payable			569						633
Accrued liabilities			469						503
Deferred revenue			457						453
Income taxes payable			55						36
Total Current liabilities			1,594						1,704
Long-term debt			2,128						2,092
Long-term lease liabilities			152						155
Deferred income taxes			58						57
Long-term deferred revenue			315						304
Other long-term liabilities			74						70
Total Liabilities			4,321						4,382
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares; none issued			—						—
Class A common stock, $.01 par value; authorized 150,000,000 shares; issued 72,151,857 shares			1						1
Additional paid-in capital			733						669
Treasury stock at cost, 21,315,596 and 20,645,798 shares as of June 28, 2025 and December 31, 2024, respectively			(2,147)						(1,900)
Retained earnings			5,108						4,860
Accumulated other comprehensive loss			(78)						(44)
Total Stockholders’ Equity			3,617						3,586
Total Liabilities and Stockholders’ Equity			$	7,938					$	7,968

See accompanying Notes to Consolidated Financial Statements.

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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share data)

(Unaudited)

			Three Months Ended												Six Months Ended
			June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Net sales:
Tangible products			$	1,055					$	983					$	2,117					$	1,912
Services and software			238						234						484						480
Total Net sales			1,293						1,217						2,601						2,392
Cost of sales:
Tangible products			553						515						1,095						1,013
Services and software			124						113						245						227
Total Cost of sales			677						628						1,340						1,240
Gross profit			616						589						1,261						1,152
Operating expenses:
Selling and marketing			158						150						319						298
Research and development			144						146						295						284
General and administrative			102						97						213						178
Amortization of intangible assets			25						25						49						51
Acquisition and integration costs			4						1						7						2
Exit and restructuring costs			—						3						—						13
Total Operating expenses			433						422						883						826
Operating income			183						167						378						326
Other (loss) income, net:
Foreign exchange (loss) gain			(11)						—						(16)						3
Interest expense, net			(25)						(23)						(48)						(40)
Other expense, net			(9)						(8)						(11)						(11)
Total Other expense, net			(45)						(31)						(75)						(48)
Income before income tax			138						136						303						278
Income tax expense			26						23						55						50
Net income			$	112					$	113					$	248					$	228
Basic earnings per share			$	2.20					$	2.19					$	4.85					$	4.43
Diluted earnings per share			$	2.19					$	2.17					$	4.81					$	4.40

See accompanying Notes to Consolidated Financial Statements.

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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

			Three Months Ended												Six Months Ended
			June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Net income			$	112					$	113					$	248					$	228
Other comprehensive income, net of tax:
Changes in unrealized (losses) gains on sales hedging			(33)						1						(61)						10
Foreign currency translation adjustment			20						(3)						27						(8)
Comprehensive income			$	99					$	111					$	214					$	230

See accompanying Notes to Consolidated Financial Statements.

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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, 2024						51,506,059						$	1					$	669					$	(1,900)					$	4,860					$	(44)					$	3,586
Net share issuances and tax withholding payments related to share-based compensation plans						6,550						—						(1)						—						—						—						(1)
Share-based compensation						—						—						51						—						—						—						51
Repurchase of common stock						(374,358)						—						—						(125)						—						—						(125)
Net income						—						—						—						—						136						—						136
Changes in unrealized gains and losses on sales hedging (net of income taxes)						—						—						—						—						—						(28)						(28)
Foreign currency translation adjustment						—						—						—						—						—						7						7
Balance at March 29, 2025						51,138,251						$	1					$	719					$	(2,025)					$	4,996					$	(65)					$	3,626
Net share issuances and tax withholding payments related to share-based compensation plans						172,677						—						(18)						3						—						—						(15)
Share-based compensation						—						—						32						—						—						—						32
Repurchase of common stock						(474,667)						—						—						(125)						—						—						(125)
Net income						—						—						—						—						112						—						112
Changes in unrealized gains and losses on sales hedging (net of income taxes)						—						—						—						—						—						(33)						(33)
Foreign currency translation adjustment						—						—						—						—						—						20						20
Balance at June 28, 2025						50,836,261						$	1					$	733					$	(2,147)					$	5,108					$	(78)					$	3,617

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						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, 2023						51,378,862						$	1					$	615					$	(1,858)					$	4,332					$	(54)					$	3,036
Net share issuances and tax withholding payments related to share-based compensation plans						21,106						—						(3)						—						—						—						(3)
Share-based compensation						—						—						17						—						—						—						17
Net income						—						—						—						—						115						—						115
Changes in unrealized gains and losses on sales hedging (net of income taxes)						—						—						—						—						—						9						9
Foreign currency translation adjustment						—						—						—						—						—						(5)						(5)
Balance at March 30, 2024						51,399,968						$	1					$	629					$	(1,858)					$	4,447					$	(50)					$	3,169
Net share issuances and tax withholding payments related to share-based compensation plans						170,023						—						(27)						3						—						—						(24)
Share-based compensation						—						—						31						—						—						—						31
Net income						—						—						—						—						113						—						113
Changes in unrealized gains and losses on sales hedging (net of income taxes)						—						—						—						—						—						1						1
Foreign currency translation adjustment						—						—						—						—						—						(3)						(3)
Balance at June 29, 2024						51,569,991						$	1					$	633					$	(1,855)					$	4,560					$	(52)					$	3,287

Certain prior period amounts have been reclassified to conform with the current period presentation.

See accompanying Notes to Consolidated Financial Statements.

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ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

			Six Months Ended
			June 28, 2025						June 29, 2024
Cash flows from operating activities:
Net income			$	248					$	228
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			84						85
Share-based compensation			83						48
Deferred income taxes			(30)						(36)
Unrealized gain on forward interest rate swaps			—						(31)
Other, net			12						7
Changes in operating assets and liabilities:
Accounts receivable, net			81						(185)
Inventories, net			11						125
Other assets			10						(3)
Accounts payable			(71)						98
Accrued liabilities			(101)						23
Deferred revenue			13						(25)
Income taxes			(10)						38
Settlement liability			—						(45)
Cash receipts on forward interest rate swaps			—						86
Other operating activities			(5)						—
Net cash provided by operating activities			325						413
Cash flows from investing activities:
Acquisition of businesses			(62)						—
Purchases of property, plant and equipment			(37)						(24)
Proceeds from sale of short-term investments			—						2
Purchases of long-term investments			—						(3)
Net cash used in investing activities			(99)						(25)
Cash flows from financing activities:
Payment of debt issuance costs, extinguishment costs and discounts			—						(9)
Payments of debt			—						(694)
Proceeds from issuance of debt			—						651
Payments for repurchases of common stock			(250)						—
Net payments related to share-based compensation plans			(16)						(27)
Change in unremitted cash collections from servicing factored receivables			7						(38)
Other financing activities			2						2
Net cash used in financing activities			(257)						(115)
Effect of exchange rate changes on cash and cash equivalents, including restricted cash			2						—
Net (decrease) increase in cash and cash equivalents, including restricted cash			(29)						273
Cash and cash equivalents, including restricted cash, at beginning of period			901						138
Cash and cash equivalents, including restricted cash, at end of period			$	872					$	411
Less restricted cash, included in Prepaid expenses and other current assets			—						—
Cash and cash equivalents at end of period			$	872					$	411
Supplemental disclosures of cash flow information:
Income taxes paid			$	95					$	43
Interest paid (received) inclusive of forward interest rate swaps			$	55					$	(17)

See accompanying Notes to Consolidated Financial Statements.

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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 providing innovative Enterprise Asset Intelligence (“EAI”) products, services, and software solutions (“offerings”) 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, public sector, and other industries. We provide our offerings globally through a direct sales force and an extensive network of channel partners.

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, 2024.

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 June 28, 2025, the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three and six months ended June 28, 2025 and June 29, 2024, and the Consolidated Statements of Cash Flows for the six months ended June 28, 2025 and June 29, 2024. These results, however, are not necessarily indicative of the results expected for the full fiscal year ending December 31, 2025.

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, 2024. There have been no changes to our significant accounting policies since our Annual Report on Form 10-K for the year ended December 31, 2024.

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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
			June 28, 2025																		June 29, 2024
Segment			Tangible Products						Services and Software						Total						Tangible Products						Services and Software						Total
AIT			$	388					$	30					$	418					$	368					$	29					$	397
EVM			667						208						875						615						205						820
Total			$	1,055					$	238					$	1,293					$	983					$	234					$	1,217
			Six Months Ended
			June 28, 2025																		June 29, 2024
Segment			Tangible Products						Services and Software						Total						Tangible Products						Services and Software						Total
AIT			$	820					$	60					$	880					$	733					$	56					$	789
EVM			1,297						424						1,721						1,179						424						1,603
Total			$	2,117					$	484					$	2,601					$	1,912					$	480					$	2,392

In addition, refer to Note 16, Segment Information & Geographic Data for Net sales to customers by geographic region.

Performance Obligations

The Company’s remaining performance obligations relate to services and software solutions. The aggregated transaction price allocated to remaining performance obligations for arrangements with an original term exceeding one year was $1.17 billion and $1.19 billion, inclusive of deferred revenue, as of June 28, 2025 and December 31, 2024, respectively. On average, remaining performance obligations as of June 28, 2025 and December 31, 2024 are expected to be recognized over a period of approximately two years.

Contract Balances

Progress on satisfying performance obligations under contracts with customers related to billed revenues is reflected on the Consolidated Balance Sheets in Accounts receivable, net. Progress on satisfying performance obligations under contracts with customers related to unbilled revenues (“contract assets”) is reflected on the Consolidated Balance Sheets as Prepaid expenses and other current assets for revenues expected to be billed within the next twelve months, and Other long-term assets for revenues expected to be billed thereafter. The total contract asset balances were $10 million and $11 million as of June 28, 2025 and December 31, 2024, respectively. These contract assets result from timing differences between billing and satisfying performance obligations, inclusive of any impacts from the allocation of the transaction price among performance obligations for contracts that include multiple performance obligations. Contract assets are evaluated for impairment, and no impairment losses have been recognized during the three and six months ended June 28, 2025 and June 29, 2024, respectively.

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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 $772 million and $757 million as of June 28, 2025 and December 31, 2024, respectively. During the three and six months ended June 28, 2025, the Company recognized $117 million and $258 million in revenue, which was previously included in the beginning balance of deferred revenue as of December 31, 2024. During the three and six months ended June 29, 2024, the Company recognized $121 million and $267 million in revenue, which was previously included in the beginning balance of deferred revenue as of December 31, 2023.

Note 4 Inventories

The categories of Inventories, net are as follows (in millions): 

			June 28, 2025						December 31, 2024
Raw materials (1)			$	233					$	248
Work in process			2						4
Finished goods			451						441
Total Inventories, net			$	686					$	693

(1) Raw material inventories primarily consist of product components as well as supplies used in repair operations.

Note 5 Business Acquisitions

Photoneo

On February 28, 2025, the Company acquired Photoneo, a leading developer and manufacturer of 3D machine vision offerings. The Company’s cash purchase consideration of $62 million was primarily allocated to technology-related intangible assets of $17 million, customer relationship assets of $6 million, and goodwill of $34 million. The technology-related intangible assets and customer relationship assets both have estimated useful lives of 7 years. The Company utilized estimated fair values as of the acquisition date to allocate the purchase consideration to the identifiable net assets acquired based on estimates and assumptions, as well as customary valuation techniques. While we believe these estimates provide a reasonable basis to record the net assets acquired, the purchase price allocation is considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. The primary fair value estimates still considered preliminary as of June 28, 2025 relate to intangible assets.

The goodwill, which will be deductible for tax purposes, has been allocated to the EVM segment and principally relates to the expansion of our machine vision offerings across several industries.

Note 6 Investments

The carrying value of the Company’s long-term investments, which are included in Other long-term assets on the Consolidated Balance Sheets, was $100 million and $110 million as of June 28, 2025 and December 31, 2024, respectively.

The Company did not make any payments for the purchase of long-term investments during the six months ended June 28, 2025. During the six months ended June 29, 2024, the Company paid $3 million for the purchase of long-term investments. Net gains and losses related to the Company’s long-term investments are included within Other expense, net on the Consolidated Statements of Operations. The Company recognized net losses of $10 million and $6 million during the three and six months ended June 28, 2025 and June 29, 2024, respectively.

Note 7 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.

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•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 June 28, 2025, are classified below (in millions):

			Level 1						Level 2						Level 3						Total
Assets:
Investments related to the deferred compensation plan			$	45					$	—					$	—					$	45
Total Assets at fair value			$	45					$	—					$	—					$	45
Liabilities:
Foreign exchange contracts (1)			$	6					$	51					$	—					$	57
Liabilities related to the deferred compensation plan			45						—						—						45
Total Liabilities at fair value			$	51					$	51					$	—					$	102

The Company’s financial assets and liabilities carried at fair value as of December 31, 2024, are classified below (in millions):

			Level 1						Level 2						Level 3						Total
Assets:
Foreign exchange contracts (1)			$	1					$	30					$	—					$	31
Investments related to the deferred compensation plan			41						—						—						41
Total Assets at fair value			$	42					$	30					$	—					$	72
Liabilities:
Liabilities related to the deferred compensation plan			$	41					$	—					$	—					$	41
Total Liabilities at fair value			$	41					$	—					$	—					$	41

(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 unless the hedge has been traded but not settled at period-end (Level 2). If this is the case, the fair value is calculated at the rate at which the hedge is being settled (Level 1).

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Note 8 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.

In accordance with ASC 815, the Company recognizes derivative instruments as either assets or liabilities on the Consolidated Balance Sheets and measures them at fair value. The following table presents the fair value of its derivative instruments (in millions):

			Asset (Liability)
									Fair Values as of
			Balance Sheets Classification						June 28, 2025						December 31, 2024
Derivative instruments designated as hedges:
Foreign exchange contracts			Prepaid expenses and other current assets						$	—					$	30
Foreign exchange contracts			Accrued liabilities						(51)						—
Total derivative instruments designated as hedges									$	(51)					$	30
Derivative instruments not designated as hedges:
Foreign exchange contracts			Prepaid expenses and other current assets						$	—					$	1
Foreign exchange contracts			Accrued liabilities						(6)						—
Total derivative instruments not designated as hedges									$	(6)					$	1
Total net derivative (liability) asset									$	(57)					$	31

The following table presents the net gains (losses) from changes in fair values of derivatives that are not designated as hedges (in millions):

			Gains (Losses) Recognized in Income
									Three Months Ended												Six Months Ended
			Statements of Operations Classification						June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Derivative instruments not designated as hedges:
Foreign exchange contracts			Foreign exchange (loss) gain						$	(15)					$	1					$	(23)					$	2
Forward interest rate swaps			Interest expense, net						—						11						—						31
Total net (loss) gain recognized in income									$	(15)					$	12					$	(23)					$	33

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 six months ended June 28, 2025.

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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 June 28, 2025 or December 31, 2024.

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.

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 $13 million of losses and $5 million of gains for the three months ended June 28, 2025 and June 29, 2024, respectively. Realized amounts reclassified to Net sales were $4 million of losses and $6 million of gains for the six months ended June 28, 2025 and June 29, 2024, respectively. As of June 28, 2025 and December 31, 2024, the notional amounts of the Company’s foreign exchange cash flow hedges were €611 million and €592 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. The notional values and the net fair values of these outstanding contracts were as follows (in millions):

			June 28, 2025						December 31, 2024
Notional balance of outstanding contracts:
British Pound/U.S. Dollar			£	2					£	5
Euro/U.S. Dollar			€	102					€	146
Euro/Czech Koruna			€	14					€	16
Japanese Yen/U.S. Dollar			¥	662					¥	360
Singapore Dollar/U.S. Dollar			S$	13					S$	23
Mexican Peso/U.S. Dollar			Mex$	234					Mex$	142
Polish Zloty/U.S. Dollar			zł	89					zł	53
Net fair value of (liabilities) assets of outstanding contracts			$	(6)					$	1

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Note 9 Long-Term Debt

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

			June 28, 2025						December 31, 2024
Term Loan A			$	1,575					$	1,575
Senior Notes			500						500
Receivables Financing Facility			108						108
Total debt			$	2,183					$	2,183
Less: Debt issuance costs			(9)						(9)
Less: Unamortized discounts			(2)						(3)
Less: Current portion of debt			(44)						(79)
Total long-term debt			$	2,128					$	2,092

As of June 28, 2025, the future maturities of debt are as follows (in millions):

2025 (6 months remaining)						$	—
2026						88
2027						1,595
2028						—
2029						—
Thereafter						500
Total future maturities of debt						$	2,183

All borrowings as of June 28, 2025 were denominated in U.S. Dollars.

The estimated fair value of the Company’s debt approximated $2.2 billion as of both June 28, 2025 and December 31, 2024. 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 first quarter of 2026 and the majority due upon maturity in 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 June 28, 2025, the Term Loan A interest rate was 5.43%. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Senior Notes

In the second quarter of 2024, the Company completed a private offering of $500 million senior unsecured notes (the “Senior Notes”) with 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 June 28, 2025, the Company had letters of credit totaling $10 million, which reduced funds available for borrowings under the Revolving Credit Facility from $1,500 million to $1,490 million. As of June 28, 2025, there were no borrowings under the Revolving Credit Facility. Upon borrowing, interest payments are made monthly and are subject to variable rates plus an applicable margin. The Revolving Credit Facility matures on May 25, 2027.

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Receivables Financing Facility

As of June 28, 2025, 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 June 28, 2025, the Company’s Consolidated Balance Sheets included $678 million of gross receivables that were pledged under the facility. As of June 28, 2025, $108 million had been borrowed and was classified as non-current. Borrowings under the facility bear interest at a variable rate plus an applicable margin. As of June 28, 2025, the facility had an average interest rate of 5.38%. 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 June 28, 2025, the Company was in compliance with all debt covenants.

Note 10 Leases

During the six months ended June 28, 2025, the Company recorded $9 million of right-of-use (“ROU”) assets obtained in exchange for lease obligations primarily related to the extensions of existing leases and the commencement of new office facility leases.

Future minimum lease payments under non-cancellable leases as of June 28, 2025 were as follows (in millions):

2025 (6 months remaining)						$	24
2026						45
2027						36
2028						33
2029						28
Thereafter						61
Total future minimum lease payments						$	227
Less: Interest						(39)
Present value of lease liabilities						$	188
Reported as of June 28, 2025:
Current portion of lease liabilities						$	36
Long-term lease liabilities						152
Present value of lease liabilities						$	188

The current portion of lease liabilities is included within Accrued liabilities on the Consolidated Balance Sheets.

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Note 11 Accrued Liabilities, Commitments and Contingencies

Accrued Liabilities

The components of Accrued liabilities are as follows (in millions):

			June 28, 2025						December 31, 2024
Incentive compensation			$	78					$	174
Payroll and benefits			76						76
Unremitted cash collections due to banks on factored accounts receivable			58						51
Foreign exchange contracts			57						—
Customer rebates			54						56
Current portion of lease liabilities			36						36
Warranty			27						26
Freight and duty			11						12
Other			72						72
Accrued liabilities			$	469					$	503

Warranties

The following table is a summary of the Company’s warranty obligations (in millions):

			Six Months Ended
			June 28, 2025						June 29, 2024
Balance at the beginning of the period			$	26					$	27
Warranty expense			18						13
Warranties fulfilled			(17)						(13)
Balance at the end of the period			$	27					$	27

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.

Note 12 Income Taxes

The Company’s effective tax rate for the three and six months ended June 28, 2025 was 18.8% and 18.2%, respectively, compared to 16.9% and 18.0% for the three and six months ended June 29, 2024. In the current and prior periods, the variance from the 21% federal statutory rate was primarily attributable to the generation of U.S. tax credits and the tax benefit related to foreign earnings subject to U.S. taxation, offset partially by U.S. state income taxes.

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Note 13 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												Six Months Ended
			June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Basic:
Net income			$	112					$	113					$	248					$	228
Weighted-average shares outstanding			50,939,474						51,489,735						51,154,241						51,444,179
Basic earnings per share			$	2.20					$	2.19					$	4.85					$	4.43
Diluted:
Net income			$	112					$	113					$	248					$	228
Weighted-average shares outstanding			50,939,474						51,489,735						51,154,241						51,444,179
Dilutive shares			342,799						340,510						392,169						371,720
Diluted weighted-average shares outstanding			51,282,273						51,830,245						51,546,410						51,815,899
Diluted earnings per share			$	2.19					$	2.17					$	4.81					$	4.40

Anti-dilutive share-based compensation awards are excluded from diluted earnings per share calculations. There were 199,500 and 126,172 shares that were anti-dilutive for the three and six months ended June 28, 2025, respectively. There were 164,004 and 91,050 shares that were anti-dilutive for the three and six months ended June 29, 2024, respectively.

Note 14 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 8, 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.

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The changes in each component of AOCI during the six months ended June 28, 2025 and June 29, 2024 were as follows (in millions):

						Unrealized gain (loss) on sales hedging												Foreign currency translation adjustments						Total
Balance at December 31, 2023						$	(5)											$	(49)					$	(54)
Other comprehensive income (loss) before reclassifications						20												(8)						12
Amounts reclassified from AOCI(1)						(6)												—						(6)
Tax effect						(4)												—						(4)
Other comprehensive income (loss), net of tax						10												(8)						2
Balance at June 29, 2024						$	5											$	(57)					$	(52)
Balance at December 31, 2024						$	22											$	(66)					$	(44)
Other comprehensive income (loss) before reclassifications						(85)												27						(58)
Amounts reclassified from AOCI(1)						4												—						4
Tax effect						20												—						20
Other comprehensive income (loss), net of tax						(61)												27						(34)
Balance at June 28, 2025						$	(39)											$	(39)					$	(78)

(1) See Note 8, Derivative Instruments regarding the timing of reclassifications to operating results.

Note 15 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 €75 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 six months ended June 28, 2025 and June 29, 2024, the Company received cash proceeds of $246 million and $607 million, respectively, from the sales of accounts receivables under its factoring arrangement. As of June 28, 2025 and December 31, 2024, there were a total of $30 million and $28 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 $58 million and $51 million of obligations that were not yet remitted to the bank as of June 28, 2025 and December 31, 2024, 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 16 Segment Information & Geographic Data

The Company’s operations consist of two reportable segments that provide complementary offerings to our customers: Asset Intelligence & Tracking (“AIT”), which includes barcode and card printing, RFID and RTLS offerings, supplies, and services; and Enterprise Visibility & Mobility (“EVM”), which includes mobile computing, data capture, fixed industrial scanning and machine vision, services, and workflow optimization solutions. 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 adjusted operating income to assess segment profitability primarily during the Company’s annual 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):

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			Three Months Ended												Six Months Ended
			June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
Net sales:
AIT			$	418					$	397					$	880					$	789
EVM			875						820						1,721						1,603
Total Net sales			$	1,293					$	1,217					$	2,601					$	2,392
Cost of sales:
AIT			$	215					$	210					$	441					$	418
EVM			462						418						899						822
Operating expenses:
AIT (1)			$	120					$	114					$	256					$	222
EVM (1)			284						279						571						538
Operating income:
AIT (2)			$	83					$	73					$	183					$	149
EVM (2)			129						123						251						243
Total segment operating income			212						196						434						392
Corporate (3)			(29)						(29)						(56)						(66)
Total Operating income			$	183					$	167					$	378					$	326

(1)AIT and EVM segment operating expenses include Selling and marketing, Research and development, and General and administrative expenses, excluding the amounts classified within Corporate.

(2)AIT and EVM segment operating income includes depreciation and share-based compensation expense. The depreciation and share-based compensation expense amounts are proportionate to each segment’s Net sales.

(3)To the extent applicable, amounts included in Corporate consist of 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 intangibles, 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):

			Three Months Ended												Six Months Ended
			June 28, 2025						June 29, 2024						June 28, 2025						June 29, 2024
North America			$	647					$	599					$	1,303					$	1,211
EMEA			415						419						858						799
Asia-Pacific			141						118						266						230
Latin America			90						81						174						152
Total Net sales			$	1,293					$	1,217					$	2,601					$	2,392

Note 17 Subsequent Events

Agreement to acquire Elo

On August 3, 2025, the Company entered into a definitive agreement to acquire Elo Holdings, Inc., the sole stockholder of Elo Touch Solutions, Inc., an innovator of solutions that engage customers, enhance self-service, and accelerate automation across a wide range of end markets. The purchase price of approximately $1.3 billion (subject to customary adjustments for working capital, cash and debt) is expected to be funded with a combination of cash on hand and financing from our credit facility. The transaction is subject to standard closing conditions, including required regulatory approvals, and is expected to close in 2025. The acquired business will become part of the EVM segment.

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The One Big Beautiful Bill

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill ("OBBB"). The OBBB makes permanent key elements of the U.S. Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation while also revising the expensing conventions related to domestic research and development costs. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the effects of the OBBB, with any impacts expected to be recognized beginning in the third quarter of 2025.

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

Overview

We are a global leader in the Automatic Identification and Data Capture (“AIDC”) industry. The AIDC market consists of mobile computing, data capture, radio frequency identification devices (“RFID”), barcode printing, and other workflow automation offerings. 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 robotics automation 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, public sector, and other industries within North America; Europe, Middle East, and Africa (“EMEA”); Asia Pacific; and Latin America.

We continue to advance our Enterprise Asset Intelligence (“EAI”) vision: every asset and front-line worker visible, connected, and fully optimized. 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 and first responders addressing public safety and emergency situations. Data from enterprise assets, including status, condition, location, utilization, and preferences, is analyzed in the cloud to provide prioritized actionable insights. As a result, our offerings enable enterprises to “sense, analyze, and act” more effectively to optimize their activities.

The Company’s operations consist of two reportable segments that provide complementary offerings to our customers: Asset Intelligence & Tracking (“AIT”) and Enterprise Visibility & Mobility (“EVM”).

•The AIT segment is an industry leader in barcode printing and asset tracking technologies. Its major product lines include barcode and card printers, RFID and RTLS offerings, and supplies, including temperature-monitoring labels, and services.

•The EVM segment is an industry leader in automatic information and data capture offerings. Its major product lines include mobile computing, data capture, fixed industrial scanning and machine vision, services, and workflow optimization solutions. Our workflow optimization solutions include cloud-based software subscriptions, retail solutions, and robotic automation solutions.

We are a market leader in our core businesses, which are generally considered to be comprised of our mobile computing and data capture offerings, printing and supplies offerings, as well as support and repair services. We continue to focus on growth opportunities within adjacent and expansion markets by scaling and integrating our recent business acquisitions.

Second Quarter 2025 Financial Summary and Other Recent Developments

•Net sales were $1,293 million in the current quarter compared to $1,217 million in the prior year second quarter.

•Operating income was $183 million in the current quarter compared to $167 million in the prior year second quarter.

•Net income was $112 million, or $2.19 per diluted share in the current quarter, compared to net income of $113 million, or $2.17 per diluted share in the prior year second quarter.

•We repurchased $250 million of common shares year to date, including $125 million in the second quarter.

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Largely consistent with the first quarter of this year, both of our segments benefited from improved demand trends that began in the second half of last year. Developments in the trade policies of the U.S. and other countries, including China, negatively impacted our second quarter operating results. The impacts, including the amount and timing of proposed tariffs, remain complex and rapidly evolving and are expected to negatively impact our operating results in the second half of 2025 as well, based on facts as we understand them today. We have partially mitigated, and expect to continue to further mitigate, the impacts of these trade policies through a combination of diversifying our product sourcing footprint, targeted list price increases, and product portfolio optimization.

Results of Operations

Consolidated Results of Operations

(amounts in millions, except percentages)

			Three Months Ended																								Six Months Ended
			June 28, 2025						June 29, 2024						$ Change						% Change						June 28, 2025						June 29, 2024						$ Change						% Change
Net sales:
Tangible products			$	1,055					$	983					$	72					7.3		%				$	2,117					$	1,912					$	205					10.7		%
Services and software			238						234						4						1.7		%				484						480						4						0.8		%
Total Net sales			1,293						1,217						76						6.2		%				2,601						2,392						209						8.7		%
Gross profit			616						589						27						4.6		%				1,261						1,152						109						9.5		%
Gross margin			47.6		%				48.4		%										(80) bps						48.5		%				48.2		%										30 bps
Operating expenses			433						422						11						2.6		%				883						826						57						6.9		%
Operating income			$	183					$	167					$	16					9.6		%				$	378					$	326					$	52					16.0		%

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

			Three Months Ended																								Six Months Ended
			June 28, 2025						June 29, 2024						$ Change						% Change						June 28, 2025						June 29, 2024						$ Change						% Change
North America			$	647					$	599					$	48					8.0		%				$	1,303					$	1,211					$	92					7.6		%
EMEA			415						419						(4)						(1.0)		%				858						799						59						7.4		%
Asia-Pacific			141						118						23						19.5		%				266						230						36						15.7		%
Latin America			90						81						9						11.1		%				174						152						22						14.5		%
Total Net sales			$	1,293					$	1,217					$	76					6.2		%				$	2,601					$	2,392					$	209					8.7		%

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

			Three Months Ended																								Six Months Ended
			June 28, 2025						June 29, 2024						As a % of Net sales												June 28, 2025						June 29, 2024						As a % of Net sales
															2025						2024																		2025						2024
Selling and marketing			$	158					$	150					12.2		%				12.3		%				$	319					$	298					12.3		%				12.5		%
Research and development			144						146						11.1		%				12.0		%				295						284						11.3		%				11.9		%
General and administrative			102						97						7.9		%				8.0		%				213						178						8.2		%				7.4		%
Amortization of intangible assets			25						25						NM						NM						49						51						NM						NM
Acquisition and integration costs			4						1						NM						NM						7						2						NM						NM
Exit and restructuring costs			—						3						NM						NM						—						13						NM						NM
Total Operating expenses			$	433					$	422					33.5		%				34.7		%				$	883					$	826					33.9		%				34.5		%

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Consolidated Organic Net sales growth:

			Three Months Ended						Six Months Ended
			June 28, 2025						June 28, 2025
Reported GAAP Consolidated Net sales growth			6.2		%				8.7		%
Adjustments:
Impact of foreign currency translations (1)			0.3		%				0.4		%
Impact of acquisitions (2)			(0.2)		%				(0.1)		%
Consolidated Organic Net sales growth (3)			6.3		%				9.0		%

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

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

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

Second quarter 2025 compared to Second quarter 2024

Total Net sales increased by $76 million or 6.2% compared to the prior year quarter, reflecting growth in both of our segments. Our overall sales growth reflects improved demand trends that began in the middle of 2024 and continued in the North America, Asia-Pacific, and Latin America regions in the second quarter. Excluding the effects of currency changes and acquisitions, Consolidated Organic Net sales increased by 6.3%.

Gross margin decreased to 47.6% for the current quarter compared to 48.4% for the prior year, primarily due to unfavorable impacts of tariffs, net of mitigating actions. As compared to the prior year quarter, Gross margin was higher in our AIT segment and lower in our EVM segment.

Operating expenses for the quarters ended June 28, 2025 and June 29, 2024 were $433 million and $422 million, or 33.5% and 34.7% of Net sales, respectively. Current year Operating expenses were higher than the prior year quarter primarily due to increased employee and employee-related costs, as well as the unfavorable effects of foreign currency exchange rates.

Operating income was $183 million for the current quarter compared to $167 million in the prior year quarter. The increase was due to higher Gross profit, partially offset by higher Operating expenses.

Net income was slightly lower compared to the prior year quarter primarily due to higher Other expense, net partially offset by higher Operating income, as described above. The increase in Other expense, net was primarily due to foreign exchange losses in the current quarter.

The Company’s effective tax rates for the three months ended June 28, 2025 and June 29, 2024 were 18.8% and 16.9%, respectively. The increase in the effective tax rate year over year was primarily due to reduced benefits from share-based compensation deductions.

Diluted earnings per share increased to $2.19 as compared to $2.17 in the prior year quarter driven by the Company’s share repurchase program which reduced the number of shares outstanding.

Year to date 2025 compared to Year to date 2024

Total Net sales increased by $209 million or 8.7% compared to the prior year period, reflecting growth in both of our segments associated with improved demand trends that began in the middle of 2024. Excluding the effects of currency changes and acquisitions, Consolidated Organic Net sales increased by 9.0%.

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Gross margin increased to 48.5% for the current year compared to 48.2% for the prior year period, primarily due to favorable business mix and volume leverage, largely offset by unfavorable impacts of tariffs, net. As compared to the prior year period, Gross margin was higher in our AIT segment and lower in our EVM segment.

Operating expenses for the six months ended June 28, 2025 and June 29, 2024 were $883 million and $826 million, or 33.9% and 34.5% of Net sales, respectively. Current year Operating expenses were higher than the prior year period primarily due to increased employee and employee-related costs, including higher incentive compensation resulting from changes in share-based compensation eligibility provisions. These increases were partially offset by lower Exit and restructuring costs.

Operating income was $378 million for the current year compared to $326 million in the prior year period. The increase was due to higher Gross profit, partially offset by higher Operating expenses.

Net income increased compared to the prior year period primarily due to higher Operating income, as described above, partly offset by higher Other expense, net. The increase in Other expense, net was primarily due to non-recurring interest rate swap gains in the prior year.

The Company’s effective tax rates for the six months ended June 28, 2025 and June 29, 2024 were 18.2% and 18.0%, respectively. The increase in the effective tax rate was primarily due to higher U.S. tax credits and tax benefits related to foreign earnings subject to U.S. taxation, partly offset by reduced benefits from share-based compensation deductions.

Diluted earnings per share increased to $4.81 as compared to $4.40 in the prior year period primarily due to higher Net income.

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 16, Segment Information & Geographic Data in the Notes to Consolidated Financial Statements. To the extent applicable, segment operating income excludes business acquisition purchase accounting adjustments, amortization of intangible assets, acquisition and integration costs, impairment of goodwill and other intangibles, exit and restructuring costs, as well as certain other non-recurring costs.

Asset Intelligence & Tracking Segment (“AIT”)

(amounts in millions, except percentages)

			Three Months Ended																								Six Months Ended
			June 28, 2025						June 29, 2024						$ Change						% Change						June 28, 2025						June 29, 2024						$ Change						% Change
Net sales:
Tangible products			$	388					$	368					$	20					5.4		%				$	820					$	733					$	87					11.9		%
Services and software			30						29						1						3.4		%				60						56						4						7.1		%
Total Net sales			418						397						21						5.3		%				880						789						91						11.5		%
Gross profit			203						187						16						8.6		%				439						371						68						18.3		%
Gross margin			48.6		%				47.1		%										150 bps						49.9		%				47.0		%										290 bps
Operating expenses			120						114						6						5.3		%				256						222						34						15.3		%
Operating income			$	83					$	73					$	10					13.7		%				$	183					$	149					$	34					22.8		%

AIT Organic Net sales growth:

			Three Months Ended						Six Months Ended
			June 28, 2025						June 28, 2025
AIT Reported GAAP Net sales growth			5.3		%				11.5		%
Adjustments:
Impact of foreign currency translations (1)			0.5		%				0.5		%
AIT Organic Net sales growth (2)			5.8		%				12.0		%

(1)Operating results reported in U.S. Dollars are affected by foreign currency exchange rate fluctuations. Foreign currency translation impact represents the difference in results that are attributable to fluctuations in the currency exchange rates used to convert the results for businesses where the functional currency is not the U.S. Dollar. This impact is calculated by

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

Second quarter 2025 compared to Second quarter 2024

Total Net sales for AIT increased $21 million or 5.3% compared to the prior year, primarily due to higher sales of printing and RFID products. Excluding the impact of foreign currency changes, AIT Organic Net sales increased by 5.8%.

Gross margin increased to 48.6% in the current year compared to 47.1% for the prior year, primarily due to favorable business mix and volume leverage along with lower inventory related charges, partly offset by unfavorable impacts of tariffs, net.

Operating income increased 13.7% in the current year compared to the prior year due to higher Gross profit, partly offset by higher Operating expenses.

Year to date 2025 compared to Year to date 2024

Total Net sales for AIT increased $91 million or 11.5% compared to the prior year, primarily due to higher sales of printing and RFID products. Excluding the impact of foreign currency changes, AIT Organic Net sales increased by 12.0%.

Gross margin increased to 49.9% in the current year compared to 47.0% for the prior year, primarily due favorable business mix and volume leverage along with lower inventory related charges, partly offset by unfavorable impacts of tariffs, net.

Operating income increased 22.8% in the current year compared to the prior year due to higher Gross profit, partly offset by higher Operating expenses.

Enterprise Visibility & Mobility Segment (“EVM”)

(amounts in millions, except percentages)

			Three Months Ended																								Six Months Ended
			June 28, 2025						June 29, 2024						$ Change						% Change						June 28, 2025						June 29, 2024						$ Change						% Change
Net sales:
Tangible products			$	667					$	615					$	52					8.5		%				$	1,297					$	1,179					$	118					10.0		%
Services and software			208						205						3						1.5		%				424						424						—						—		%
Total Net sales			875						820						55						6.7		%				1,721						1,603						118						7.4		%
Gross profit			413						402						11						2.7		%				822						781						41						5.2		%
Gross margin			47.2		%				49.0		%										(180) bps						47.8		%				48.7		%										(90) bps
Operating expenses			284						279						5						1.8		%				571						538						33						6.1		%
Operating income			$	129					$	123					$	6					4.9		%				$	251					$	243					$	8					3.3		%

EVM Organic Net sales growth:

			Three Months Ended						Six Months Ended
			June 28, 2025						June 28, 2025
EVM Reported GAAP Net sales growth			6.7		%				7.4		%
Adjustments:
Impact of foreign currency translations (1)			0.1		%				0.3		%
Impact of acquisitions (2)			(0.3)		%				(0.2)		%
EVM Organic Net sales growth (3)			6.5		%				7.5		%

(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

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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 EVM Organic Net sales growth, amounts directly attributable to business acquisitions are excluded for twelve months following their respective acquisitions.

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

Second quarter 2025 compared to Second quarter 2024

Total Net sales for EVM increased $55 million or 6.7% compared to the prior year, primarily due to higher sales of mobile computing products. Excluding the impacts of foreign currency changes and acquisitions, EVM Organic Net sales increased by 6.5%.

Gross margin decreased to 47.2% in the current year compared to 49.0% for the prior year, primarily due to unfavorable impacts of tariffs, net, and lower services and software margins.

Operating income for the current year increased by 4.9% compared to the prior year due to higher Gross profit, partly offset by higher Operating expenses.

Year to date 2025 compared to Year to date 2024

Total Net sales for EVM increased $118 million or 7.4% compared to the prior year, primarily due to higher sales of mobile computing and data capture products. Excluding the impacts of foreign currency changes and acquisitions, EVM Organic Net sales increased by 7.5%.

Gross margin decreased to 47.8% in the current year compared to 48.7% for the prior year, primarily due to unfavorable impacts of tariffs, net, and lower services and software margins, partly offset by volume leverage.

Operating income for the current year increased by 3.3% compared to the prior year due to higher Gross profit, largely offset by higher Operating expenses.

Liquidity and Capital Resources

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

			Six Months Ended
Cash flow provided by (used in):			June 28, 2025						June 29, 2024						$ Change
Operating activities			$	325					$	413					$	(88)
Investing activities			(99)						(25)						(74)
Financing activities			(257)						(115)						(142)
Effect of exchange rates on cash balances			2						—						2
Net change in cash and cash equivalents, including restricted cash			$	(29)					$	273					$	(302)

The change in our cash and cash equivalents balance during the six months ended June 28, 2025 compared to the prior year was primarily due to the following:

•$88 million decrease in net operating cash inflows primarily due to higher employee incentive compensation and income tax payments in the current year and cash receipts from the settlements of terminated interest rate swap agreements and larger reductions in inventory in the prior year. These items were partly offset by favorable timing of customer collections.

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•$74 million increase in net investing cash outflows primarily due to cash payments for the acquisition of Photoneo and higher capital expenditures.

•$142 million increase in net financing cash outflows primarily due to share repurchases in the current year, partially offset by net debt repayments in the prior year.

Company Debt

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

			June 28, 2025						December 31, 2024
Term Loan A			$	1,575					$	1,575
Senior Notes			500						500
Receivables Financing Facility			108						108
Total debt			$	2,183					$	2,183
Less: Debt issuance costs			(9)						(9)
Less: Unamortized discounts			(2)						(3)
Less: Current portion of debt			(44)						(79)
Total long-term debt			$	2,128					$	2,092

Term Loan A

The principal on Term Loan A is due in quarterly installments, with the next quarterly installment due in the first quarter of 2026 and the majority due upon maturity in 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 June 28, 2025, the Term Loan A interest rate was 5.43%. Interest payments are made monthly and are subject to variable rates plus an applicable margin.

Senior Notes

In the second quarter of 2024, the Company completed a private offering of $500 million senior unsecured notes (the “Senior Notes”) with 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 June 28, 2025, the Company had letters of credit totaling $10 million, which reduced funds available for borrowings under the Revolving Credit Facility from $1,500 million to $1,490 million. As of June 28, 2025, there were no borrowings under the Revolving Credit Facility. Upon borrowing, 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

As of June 28, 2025, 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 June 28, 2025, the Company’s Consolidated Balance Sheets included $678 million of gross receivables that were pledged under the facility. As of June 28, 2025, $108 million had been borrowed and was classified as non-current. Borrowings under the facility bear interest at a variable rate plus an applicable margin. As of June 28, 2025, the facility had an average interest rate of 5.38%. Interest is paid monthly on these borrowings.

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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.

Receivables 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 €75 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.

As of June 28, 2025 and December 31, 2024, there were a total of $30 million and $28 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 $58 million and $51 million of obligations that were not yet remitted to the bank as of June 28, 2025 and December 31, 2024, 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.

See Note 15, Accounts Receivable Factoring in the Notes to Consolidated Financial Statements for further details.

Share Repurchases

On May 17, 2022, the Company announced that its Board of Directors authorized a share repurchase program for up to $1 billion of its outstanding shares of common stock. The authorized share repurchase program does not have a stated expiration date. The level of the Company’s repurchases depends on a number of factors, including its financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors its management may deem relevant. The timing, volume, and nature of repurchases are subject to market conditions, applicable securities laws and other factors and may be amended, suspended or discontinued at any time. 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.

During the first six months of 2025, the Company repurchased 849,025 shares of common stock for approximately $250 million. As of June 28, 2025, the Company has cumulatively repurchased 1,388,599 shares of common stock for approximately $404 million, resulting in a remaining amount of share repurchases authorized under the May 2022 program of $596 million.

Significant Customers

End-users of our offerings are diversified across a wide variety of industries. We have three customers, who are distributors of the Company’s offerings, that individually accounted for more than 10% of our Net sales for the periods presented. In the aggregate, the approximate percentage of our segment and Company total Net sales attributable to these customers was as follows:

			Six Months Ended
			June 28, 2025																		June 29, 2024
			AIT						EVM						Total						AIT						EVM						Total
Significant customers as a % of Net sales			19		%				41		%				60		%				18		%				37		%				55		%

These customers accounted for 58% of accounts receivable as of June 28, 2025. No other customer accounted for more than 10% of total Net sales during the period ended June 28, 2025.

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Safe Harbor

Forward-looking statements contained in this filing are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors, which could cause actual results to differ materially from those expressed or implied in such forward-looking statements. When used in this document and documents referenced, the words “anticipate,” “believe,” “intend,” “estimate,” “will,” and “expect” and similar expressions 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. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. The forward-looking statements include, but are not limited to, the Company’s financial outlook for full year of 2025. These forward-looking statements are based on current expectations, forecasts and assumptions, and are subject to the risks and uncertainties inherent in the Company’s industry, market conditions, general domestic and international economic conditions, and other factors. These factors include:

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

•The effect of global market conditions, including the North America; 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 global nature of Zebra’s business,

•Our ability to control 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, our ability to provide services, software, and products to meet customer demand, particularly in light of global economic conditions,

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

•Success of integrating acquisitions,

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

•Interest rate and financial market conditions,

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

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

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

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

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

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

New Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU will be effective for the Company’s fiscal December 31, 2025 year-end. 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 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.

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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, AIT Organic Net sales growth, and EVM Organic Net sales growth – are presented because our management evaluates our financial results both including and excluding the effects of business acquisitions and foreign currency translation, as applicable. Management believes that the supplemental non-GAAP financial measures presented provide additional perspective and insights when analyzing the core operating performance of our business from period to period and trends in our historical operating results. These supplemental non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with the GAAP financial measures presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the Company’s market risk during the quarter ended June 28, 2025. 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, 2024.

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 June 28, 2025. Based on this assessment and those criteria, our management believes that, as of June 28, 2025, our disclosure controls were effective.

Changes in Internal Control over Financial Reporting

During the quarter ended June 28, 2025, 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 11, 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, 2024, 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, 2024.

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 June 28, 2025:

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)
March 30, 2025 - April 26, 2025						303,293						$	247.28					303,293						$	646
April 27, 2025 - May 24, 2025						83,472						291.31						83,472						622
May 25, 2025 - June 28, 2025						87,902						292.19						87,902						596
Total						474,667						$	263.34					474,667						$	596

(1)On May 17, 2022, the Company announced that its Board of Directors authorized a share repurchase program for up to $1 billion of its outstanding shares of common stock. 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. As of June 28, 2025, the Company has cumulatively repurchased 1,388,599 shares of common stock for approximately $404 million, resulting in a remaining amount of share repurchases authorized under the May 2022 program of $596 million.

Item 5. Other Information

The Company’s Securities Transactions and Confidentiality Policy governs the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, and is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. None of our directors or executive officers had in effect, adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended June 28, 2025.

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Item 6. Exhibits

31.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2			Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			The following financial information from Zebra Technologies Corporation Quarterly Report on Form 10-Q, for the quarter ended June 28, 2025, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because Inline XBRL tags are embedded in the iXBRL document.
104			The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2025 formatted in Inline XBRL (included in Exhibit 101).

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SIGNATURES

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

			ZEBRA TECHNOLOGIES CORPORATION
Date: August 5, 2025			By:						/s/ William J. Burns
									William J. Burns
									Chief Executive Officer
Date: August 5, 2025			By:						/s/ Nathan Winters
									Nathan Winters
									Chief Financial Officer

33

FAQ

Why did RENE/RENEW file this Form 8-K?

The company disclosed approval of its ninth one-month extension to complete a business combination and the related $250,000 sponsor deposit.

What is the new business-combination deadline for Cartesian Growth Corporation II?

The deadline was extended to September 5, 2025.

How much money is being added to the trust account?

$250,000 will be deposited by the sponsor under an unsecured promissory note.

How many extensions remain under the Articles?

Three one-month extensions remain; this was the 9th of 12 allowable extensions.

Does the filing mention any merger target or financial results?

No. The 8-K reports only the extension and related funding; no target or earnings data were provided.