[8-K] ZEBRA TECHNOLOGIES CORP Reports Material Event

Rhea-AI Filing Summary

Zebra Technologies Corporation filed an 8‑K reporting Amended and Restated By‑Laws dated October 30, 2025, included as Exhibit 3.1.

The company’s Class A Common Stock trades on The NASDAQ Stock Market under the symbol ZBRA.

0000877212falseLincolnshireIL12/3100008772122025-10-302025-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2025

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware			000-19406			36-2675536
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
3 Overlook Point, Lincolnshire, Illinois						60069
(Address of Principal Executive Offices)						(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2025, the Company’s Board of Directors adopted amended and restated by-laws (the “Amended and Restated By-Laws”), effective immediately. The amendments revised Section 2.11 of the Amended and Restated By-Laws to institute stockholder voting standards to require that in an uncontested director election a director must receive more votes “in favor” of their nomination than the sum of votes “against” to be elected (i.e., a majority vote standard).

The foregoing summary of the amendments effected by the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description of Exhibits
3.1			Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 2025.
104			Cover Page Interactive Data File (embedded within the inline XBRL)

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 hereunto duly authorized.

ZEBRA TECHNOLOGIES CORPORATION

Date: November 5, 2025

By:

/s/ Cristen Kogl

Cristen Kogl

Chief Legal Officer, General Counsel & Corporate Secretary

EXHIBIT INDEX

Exhibit Number			Description of Exhibits
3.1			Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 2025
104			Cover Page Interactive Data File (embedded within the inline XBRL)

FAQ

What did Zebra Technologies (ZBRA) announce in this 8-K?

The company reported Amended and Restated By‑Laws dated October 30, 2025, included as Exhibit 3.1.

Which exhibits were filed with Zebra Technologies' (ZBRA) 8-K?

The filing includes Exhibit 3.1 (Amended and Restated By‑Laws) and Exhibit 104 (Cover Page Inline XBRL data file).

What is the date of the earliest event reported for ZBRA?

The earliest event date is October 30, 2025.

Where is Zebra Technologies headquartered?

The address is 3 Overlook Point, Lincolnshire, Illinois 60069.

What is Zebra Technologies' trading symbol and exchange?

Class A Common Stock trades on The NASDAQ Stock Market under the symbol ZBRA.

Who signed the 8-K for Zebra Technologies (ZBRA)?

It was signed by Cristen Kogl, Chief Legal Officer, General Counsel & Corporate Secretary, on November 5, 2025.