Zebra Technologies (ZBRA) CFO receives 4,073-share performance stock award

Rhea-AI Filing Summary

Zebra Technologies Corporation Chief Financial Officer Nathan Andrew Winters reported an equity award tied to earlier performance-based restricted stock. On February 3, 2026, he acquired 4,073 shares of Class A common stock at $0 per share, following completion of a three-year performance period.

After this award, Winters directly beneficially owns 19,504 shares of Class A common stock. He also directly holds stock appreciation rights covering 315 shares at $205.12 per share expiring on May 2, 2026, and 578 shares at $244.97 per share expiring on April 30, 2027. The PVRS are scheduled to vest on May 4, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winters Nathan Andrew

(Last) (First) (Middle)

C/O ZEBRA TECHNOLOGIES CORPORATION

3 OVERLOOK POINT

(Street)

LINCOLNSHIRE IL 60069

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZEBRA TECHNOLOGIES CORP [ ZBRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								15,431	D
Class A Common Stock	02/03/2026		A		4,073(1)	A	$0	19,504	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$205.12							(2)	05/02/2026	Class A Common Stock	315		315	D
Stock Appreciation Right	$244.97							(3)	04/30/2027	Class A Common Stock	578		578	D

Explanation of Responses:

1. Previously unreportable performance-based restricted stock (PVRS) granted on May 4, 2023, with a three-year performance period ended December 31, 2025. The number of shares to result from this PVRS grant was determined on February 3, 2026, and the PVRS will vest on May 4, 2026.

2. These stock appreciation rights became exercisable in four equal annual installments beginning on May 2, 2020.

3. These stock appreciation rights became exercisable in four equal annual installments beginning on April 30, 2021.

Remarks:

	/s/ Cristen Kogl, Attorney-In-Fact	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Zebra Technologies (ZBRA) CFO Nathan Winters report in this Form 4?

Nathan Andrew Winters reported receiving 4,073 shares of Zebra Technologies Class A common stock on February 3, 2026 at $0 per share. The shares resulted from a performance-based restricted stock grant with a three-year performance period that ended December 31, 2025.

How many Zebra Technologies (ZBRA) shares does the CFO own after this transaction?

After the reported award, Zebra Technologies CFO Nathan Winters directly beneficially owns 19,504 shares of Class A common stock. This total reflects the addition of 4,073 shares from the performance-based restricted stock that was determined on February 3, 2026.

What is the source of the 4,073 Zebra Technologies (ZBRA) shares reported?

The 4,073 shares come from a performance-based restricted stock (PVRS) grant originally awarded on May 4, 2023. The three-year performance period ended December 31, 2025, and the resulting share amount was set on February 3, 2026, with vesting scheduled for May 4, 2026.

What stock appreciation rights does the Zebra Technologies (ZBRA) CFO hold?

Nathan Winters holds stock appreciation rights tied to 315 Zebra Technologies Class A shares at $205.12 per share expiring May 2, 2026, and 578 shares at $244.97 per share expiring April 30, 2027. Both positions are reported as directly owned derivative securities.

Were there any open-market purchases or sales by Zebra Technologies (ZBRA) CFO in this filing?

The Form 4 shows an acquisition of 4,073 Class A common shares at $0 per share linked to a performance-based restricted stock grant. The filing does not report any open-market purchases or sales; it reflects equity compensation and existing derivative holdings.

When will the reported Zebra Technologies (ZBRA) PVRS award vest?

The performance-based restricted stock underlying the 4,073 Zebra Technologies Class A shares is scheduled to vest on May 4, 2026. The performance period ran three years, ending December 31, 2025, and the final share amount was determined on February 3, 2026.