AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Intellectual property, workflow expertise and global distribution support differentiation, corroborated by organic growth and realized input-cost recovery. Comparative technological superiority and exclusionary strength remain unproven.
durability · 2/4 · Accumulated commercial infrastructure and multi-year service agreements support persistence, but changing technology and imperfect intellectual-property protection require continual reinvestment. Exceptional durability is not demonstrated.
customer dependency · 2/4 · Configuration, deployment and workflow-management services, together with multi-year software agreements, indicate customer integration. The three significant distributors remained above 10% of sales individually during 2023–2025. This is indirect continuity evidence, not proof of end-user lock-in.
erosion resilience · 2/4 · Organic growth and price realization show current competitive resilience. Alternative offerings, channel concentration, historical patent-settlement obligations and the 2025 Connected Frontline margin decline limit confidence. Prospective competition risks are not treated as realized share losses.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · The second-quarter 2026 filing explicitly reports full mitigation of increased memory costs through price realization, alongside positive organic growth. This is strong evidence of current cost pass-through, but its magnitude, product coverage and persistence are unspecified.
retention · 2/4 · Multi-year agreements, repeated significant distributor demand and continued organic growth support customer continuity indirectly. They do not establish end-user renewal rates or whether pricing changes preserved individual customer relationships.
margin resilience · 2/4 · Memory-cost recovery supports resilience, but the principal disclosed drivers of recent margin expansion were tariff recoveries and currency, including a $73 million recovery benefit. Connected Frontline's gross margin declined from 49.2% to 47.2% in 2025 despite sales growth, showing uneven resilience.
contractual freedom · 1/4 · Existing multi-year fixed-price contracts constrain repricing during their terms. Realized memory-cost pass-through demonstrates some flexibility elsewhere, but broad escalation rights and the revenue share subject to restrictions are undisclosed.
Predictability76
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 12.05
- Positive FCF years (%)
- 80.00
- FCF margin volatility (pp)
- 7.95
Financial strength44
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 71.27
- netDebtEbitGrade
- 32.09
- interestCoverageGrade
- 55.53
- currentRatioGrade
- 17.58
- Debt / FCF (x)
- 3.01
- Net debt / operating income (x)
- 3.40
- Current ratio (x)
- 0.97
- cashInterestPaid
- 129.00
- cashInterestCoverage
- 7.11
Capital allocation88
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 12.55
- 3-year average dilution (%)
- -0.89
- 3-year average SBC / revenue (%)
- 2.00
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half 2026 operating cash flow of $387 million and capital spending of $26 million demonstrate cash generation. Repurchases of $568 million exceeded the resulting $361 million free cash flow, while debt rose and borrowings explicitly funded repurchases ahead of a May 2027 credit-facility maturity. Historical purchase-commitment cancellation costs also temper the assessment; acquisition returns and repurchase value creation are unproven.
incentive alignment · 3/4 · The disclosed program places 60% of target equity value in three-year performance awards using growth, margin and cash-conversion measures. Actual awards for the period ending in 2025 vested at 46.8% of target, demonstrating that performance conditions affected outcomes. Retention requirements, hedging restrictions and clawbacks add alignment. May 2026 LTIP approval is confirmed, but actual ownership compliance and future award outcomes are unavailable.
execution · 2/4 · Organic growth and first-half 2026 operating-income growth demonstrate effective current execution, assessed from operating results rather than customer-level metrics. However, 2025 consolidated operating income declined despite sales growth, and tariff recoveries materially supported the subsequent improvement. Acquisition integration returns remain unestablished.
governance · 3/4 · Adopted majority voting, an independent compensation committee and an auditor's effective-control opinion provide demonstrated governance support. The classified director structure and acquired-business exclusion from the control assessment limit the conclusion; these disclosures do not establish exceptional governance.
Evidence
As of December 31, 2025, the Company owned approximately 1,850 trademark registrations and trademark applications, and approximately 8,000 patents and patent applications, worldwide.
Business — intellectual-property registrations and applications at December 31, 2025 · Filed 12/02/2026
Our success depends more upon our extensive know-how, deep understanding of end-user processes and workflows, innovative culture, technical leadership, and marketing and sales abilities.
Business — management assessment of workflow know-how and technical capabilities · Filed 12/02/2026
We provide our offerings globally through a direct sales force and an extensive network of over 10,000 channel partners, operating in 179 countries.
Business — channel partners and geographic distribution · Filed 12/02/2026
Results of Operations Consolidated Results of Operations (amounts in millions, except percentages) Three Months Ended Six Months Ended July 4, 2026 June 28, 2025 $ Change % Change July 4, 2026 June 28, 2025 $ Change % Change Net sales: Tangible products $ 1,316 $ 1,055 $ 261 24.7 % $ 2,547 $ 2,117 $ 430 20.3 % Services and software 241 238 3 1.3 % 505 484 21 4.3 % Total Net sales 1,557 1,293 264 20.4 % 3,052 2,601 451 17.3 % Gross profit 825 616 209 33.9 % 1,567 1,261 306 24.3 % Gross margin 53.0 % 47.6 % 540 bps 51.3 % 48.5 % 280 bps Operating expenses 504 433 71 16.4 % 1,031 883 148 16.8 % Operating income $ 321 $ 183 $ 138 75.4 % $ 536 $ 378 $ 158 41.8 % Net sales to customers by geographic region were as follows (amounts in millions, except percentages): Three Months Ended Six Months Ended July 4, 2026 June 28, 2025 $ Change % Change July 4, 2026 June 28, 2025 $ Change % Change North America $ 774 $ 638 $ 136 21.3 % $ 1,502 $ 1,277 $ 225 17.6 % EMEA 498 418 80 19.1 % 1,005 866 139 16.1 % Asia-Pacific 181 147 34 23.1 % 348 284 64 22.5 % Latin America 104 90 14 15.6 % 197 174 23 13.2 % Total Net sales $ 1,557 $ 1,293 $ 264 20.4 % $ 3,052 $ 2,601 $ 451 17.3 % 22 Table of Contents Operating expenses are summarized below (amounts in millions, except percentages): Three Months Ended Six Months Ended July 4, 2026 June 28, 2025 As a % of Net sales July 4, 2026 June 28, 2025 As a % of Net sales 2026 2025 2026 2025 Selling and marketing $ 184 $ 158 11.8 % 12.2 % $ 373 $ 319 12.2 % 12.3 % Research and development 159 144 10.2 % 11.1 % 324 295 10.6 % 11.3 % General and administrative 114 102 7.3 % 7.9 % 241 213 7.9 % 8.2 % Amortization of intangible assets 37 25 NM NM 74 49 NM NM Acquisition and integration costs 2 4 NM NM 3 7 NM NM Exit and restructuring costs 8 — NM NM 16 — NM NM Total Operating expenses $ 504 $ 433 32.4 % 33.5 % $ 1,031 $ 883 33.8 % 33.9 % Consolidated Organic Net sales growth: Three Months Ended Six Months Ended July 4, 2026 July 4, 2026 Reported GAAP Consolidated Net sales growth 20.4 % 17.3 % Adjustments: Impact of foreign currency translations (1) (2.5) % (2.2) % Impact of acquisitions and dispositions (2) (8.7) % (8.3) % Consolidated Organic Net sales growth (3) 9.2 % 6.8 % (1)Operating results reported in U.S.
MD&A — second-quarter and first-half 2026 results and organic-growth reconciliation · Filed 04/08/2026
We also fully mitigated increased memory costs through price realization.
MD&A — second-quarter 2026 memory-cost mitigation through price realization · Filed 04/08/2026
The Company’s industry is impacted by: •Evolving industry standards; •Frequent new offering introductions; •Evolving distribution channels; •Increasing demand for customized offerings; •Changing customer demands; and •Changing security protocols.
Risk factors — evolving technology, standards and customer requirements · Filed 12/02/2026
Some of our offerings are in direct competition with similar or alternative offerings provided by our competitors.
Risk factors — direct competition from similar or alternative offerings · Filed 12/02/2026
In addition, we often compete with local competitors that may have a substantial advantage in attracting customers in their countries due to more established branding in that country, greater knowledge with respect to the tastes and preferences of customers residing in that country or their focus on a single market.
Risk factors — local competitors' branding and market-knowledge advantages · Filed 12/02/2026
Despite these precautions, third parties may be able to copy or reproduce aspects of our intellectual property and our offerings or, without authorization, to misappropriate and use information we regard as trade secrets.
Risk factors — limitations of intellectual-property protection · Filed 12/02/2026
The approximate percentage of Company total Net sales by segment to these customers were as follows: Year Ended December 31, 2025 2024 2023 CF AVA Total CF AVA Total CF AVA Total Customer A 16 % 13 % 29 % 11 % 10 % 21 % 8 % 10 % 18 % Customer B 8 % 7 % 15 % 10 % 9 % 19 % 6 % 8 % 14 % Customer C 9 % 6 % 15 % 8 % 6 % 14 % 6 % 6 % 12 % These customers accounted for 31%, 14% and 13%, respectively, of accounts receivable as of December 31, 2025, and 24%, 13% and 11%, respectively, of accounts receivable as of December 31, 2024.
Note 20 — distributor sales and receivables concentration · Filed 12/02/2026
The payment terms under the Settlement consisted of 8 quarterly payments of $45 million that began in the second quarter of 2022.
Contingencies — patent-settlement payment obligations · Filed 13/02/2025
Our software-based offerings are available with multiple service levels, often contracted through multi-year service agreements.
Business — multi-year agreements for software-based offerings · Filed 12/02/2026
These services include the configuration and staging of products, design, testing, and deployment support, as well as the management of mobility devices, software applications, and workflows.
Business — configuration, deployment and workflow-management services · Filed 12/02/2026
75 Table of Contents Sales to significant customers The Company has three customers, who are distributors of the Company’s offerings, that individually accounted for more than 10% of total Company Net sales during the years ended December 31, 2025, 2024 and 2023.
Note 20 — significant distributor relationships during 2023–2025 · Filed 12/02/2026
We enter into large, multi-year contracts with our customers, some of which are on a fixed-price basis, that could subject us to financial risks if we fail to properly estimate our costs.
Risk factors — existing multi-year customer contracts, including fixed-price contracts · Filed 12/02/2026
Gross margin increased to 53.0% for the current quarter compared to 47.6% for the prior year quarter, primarily due to the favorable impacts of IEEPA tariff recoveries and foreign currency.
MD&A — principal causes of second-quarter 2026 gross-margin expansion · Filed 04/08/2026
In the second quarter of 2026, the Company deemed the refund of all previously paid import tariffs to be probable and recognized a benefit of approximately $73 million within Cost of Sales on the Consolidated Statements of Operations, including $46 million attributed to the CF segment and $27 million attributed to the AVA segment.
Note 12 — $73 million tariff-recovery benefit recognized in second-quarter 2026 · Filed 04/08/2026
33 Table of Contents Connected Frontline (“CF”) (amounts in millions, except percentages) Year Ended December 31, Percent Change 2025 vs 2024 Percent Change 2024 vs 2023 2025 2024 2023 Net sales: Tangible products $ 2,156 $ 1,916 $ 1,522 12.5 % 25.9 % Services and software 804 798 758 0.8 % 5.3 % Total Net sales 2,960 2,714 2,280 9.1 % 19.0 % Gross profit 1,396 1,334 1,031 4.6 % 29.4 % Gross margin 47.2 % 49.2 % 45.2 % (200) bps 400 bps Operating expenses 811 775 703 4.6 % 10.2 % Operating income $ 585 $ 559 $ 328 4.7 % 70.4 % CF Organic Net sales growth: Year Ended December 31, 2025 2024 CF Reported GAAP Net sales growth 9.1 % 19.0 % Adjustments: Impact of foreign currency translations (1) — % (0.5) % Impact of acquisition (2) (3.5) % — % CF Organic Net sales growth (3) 5.6 % 18.5 % (1)Operating results reported in U.S.
MD&A — Connected Frontline sales, organic growth and margins for 2023–2025 · Filed 12/02/2026
7 Table of Contents ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) Six Months Ended July 4, 2026 June 28, 2025 Cash flows from operating activities: Net income $ 368 $ 248 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 113 84 Losses on long-term investments 15 10 Share-based compensation 94 83 Deferred income taxes 9 (30) Gain on sale of business (5) — Other, net — 2 Changes in operating assets and liabilities: Accounts receivable, net (193) 81 Inventories, net (7) 11 Other assets (10) 10 Accounts payable 35 (71) Accrued liabilities (35) (101) Deferred revenue (8) 13 Income taxes 11 (10) Other operating activities — (5) Net cash provided by operating activities 387 325 Cash flows from investing activities: Acquisition of business — (62) Proceeds from the sale of business 9 — Purchases of property, plant and equipment (26) (37) Proceeds from sale of long-term investments 1 — Other investing activities 1 — Net cash used in investing activities (15) (99) Cash flows from financing activities: Payments of debt (59) — Proceeds from issuance of debt 325 — Payments for repurchases of common stock (568) (250) Net payments related to share-based compensation plans (21) (16) Change in unremitted cash collections from servicing factored receivables (17) 7 Other financing activities (1) 2 Net cash used in financing activities (341) (257) Effect of exchange rate changes on cash and cash equivalents 1 2 Net increase (decrease) in cash and cash equivalents 32 (29) Cash and cash equivalents at beginning of period 125 901 Cash and cash equivalents at end of period $ 157 $ 872 Supplemental disclosures of cash flow information: Income taxes paid $ 75 $ 95 Interest paid $ 71 $ 55 Certain prior period amounts included in Net cash provided by operating activities have been reclassified to conform with the current period presentation.
Consolidated cash flows — first-half 2026 cash generation, investment, repurchases and financing · Filed 04/08/2026
27 Table of Contents Company Debt The following table shows the carrying value of the Company’s debt (in millions): July 4, 2026 December 31, 2025 Term Loan A $ 1,531 $ 1,575 Senior Notes 500 500 Revolving Credit Facility 565 275 Receivables Financing Facility 180 161 Total debt $ 2,776 $ 2,511 Less: Debt issuance costs (7) (8) Less: Unamortized discounts (1) (2) Less: Current portion of debt (2,275) (141) Total long-term debt $ 493 $ 2,361 In the first half of 2026, we increased our borrowings under the Revolving Credit and Receivables Financing Facilities to fund share repurchases.
Liquidity — debt balances and borrowings used to fund repurchases · Filed 04/08/2026
As of July 4, 2026, our short-term debt obligations primarily consists of our Term Loan A and Revolving Credit Facility (collectively, the "Credit Facility"), both of which are scheduled to mature on May 25, 2027.
Liquidity — credit-facility maturity on May 25, 2027 · Filed 04/08/2026
Element Description Link to Strategy and Performance Fixed Short-Term Base Salary ● Provides base compensation that is predictable and market competitive ● Reflects the scope and complexity of NEOs’ roles, responsibilities, experience and skillset ● Rewards current contributions to the Company ● Attracts and retains high-level talent At-Risk Zebra Incentive Plan (“ZIP”) ● Committee sets goals for each financial performance goal at the beginning of the plan year ● Earned (or not) based on Adjusted EBITDA (40%), Net Sales (40%) and Strategic Growth Index(1) (20%) financial performance goals ● Committee approves payout based on achievement against financial performance goals and individual performance goals ● Paid out in cash after the plan year ● Provides opportunity for leaders to earn financial rewards based on achieving certain annual performance objectives ● Promotes the interests of Zebra by strengthening its ability to attract, motivate, and retain employees Long-Term Time-Vested Restricted Stock Units (“RSUs”) 40% of target equity value ● Paid out in stock ratably over 3 years ● Value is tied to Company performance and stock price ● Part of balanced equity program to reinforce retention Performance-Vested Restricted Stock Units (“PVRSUs”) 60% of target equity value ● Paid out in stock after 3-year performance period ● Committee sets 3- year goals and performance goals and performance targets at the beginning of the performance period ● Earned (or not) based on results against performance goals for Net Sales Compounded Annual Growth Rate (“CAGR”) (50%), Adjusted EBITDA Margin Percentage (30%) and Free Cash Flow (“FCF”) Conversion (20%) ● Value is tied to Company performance and stock price ● Committee approves payout based on achievement against performance goals and performance targets ● Provides incentive to achieve strategic corporate objectives intended to maximize stockholder value and drive long-term, sustainable growth (1) SGI metric was previously named EAI Index 2025 Pay for Performance Outcomes Our Pay Outcomes are Aligned with Performance over the 1- and 3-year Periods Zebra Incentive Plan 114.7% Payout No adjustments based off individual performance goals were applied in 2025, and financial performance goals resulted in a performance percentage of 114.7% of the target incentive award for all NEOs Performance-Vested Restricted Stock Awards 46.8% of Target Vesting PVRSUs with a performance period ending on December 31, 2025 were earned at 46.8% of target Zebra Technologies Corporation I 2026 Proxy Statement 47 Table of Contents Compensation Discussion and Analysis Realized Pay Alignment with Overall Performance Target pay is established based on our philosophy and compared to market assuming target performance.
CD&A — incentive structure and actual 2025 cash-incentive and performance-equity outcomes · Filed 03/04/2026
What We Do What We Don’t Do A significant portion of executive pay is at-risk because it is based on performance and ultimately may not be earned We expressly forbid option and stock appreciation rights repricing without stockholder approval We align compensation with stockholder interests by linking incentive compensation to Zebra’s overall performance We expressly forbid exchanges of underwater options or stock appreciation rights for cash We review competitive compensation data, responsibilities of the role, tenure, and experience in setting target NEO compensation We do not provide excessive perquisites We have robust Stock Ownership Guidelines for our Executive Officers and directors, who must retain at least 50% of vested equity awards or exercisable stock appreciation rights until Guidelines are met We do not guarantee salary increases or non-performance-based bonuses We maintain caps on performance-based annual and long-term incentive payouts Our Securities Transactions and Confidentiality Policy expressly prohibits hedging, pledging and short selling Zebra securities Annually review programs to confirm that our compensation programs do not encourage excessive risk-taking and have appropriate risk-mitigating features We do not provide one-time awards outside of extraordinary circumstances We use an independent compensation consultant We do not offer excise tax gross-ups We have “double-trigger” accelerated vesting of equity awards, which requires both a change in control and an involuntary termination We conduct an annual talent management review, including succession planning Our Clawback Policy covers recoupment of time-based and performance-based equity-based incentive compensation (vested or unvested) Zebra Technologies Corporation I 2026 Proxy Statement 45 Table of Contents Compensation Discussion and Analysis Roles of Management, the Compensation and Culture Committee, and the Independent Compensation Consultant Role of Management ● CEO makes recommendations to the Committee regarding other NEOs’ compensation by considering market practices and data, individual and company performance, role, responsibilities, tenure, experience, succession planning and the independent compensation consultant’s guidance.
CD&A — ownership-retention requirements, hedging restrictions and clawback practices · Filed 03/04/2026
On May 19, 2026, the Company’s stockholders approved the Zebra Technologies Corporation 2026 Long-Term Incentive Plan (the “2026 LTIP”).
Note 13 — shareholder approval of the 2026 LTIP on May 19, 2026 · Filed 04/08/2026
Financial information by segment is presented as follows (in millions): Year Ended December 31, 2025 2024 2023 Net sales: CF $ 2,960 $ 2,714 $ 2,280 AVA 2,436 2,267 2,304 Total Net sales $ 5,396 $ 4,981 $ 4,584 Cost of sales: CF $ 1,564 $ 1,380 $ 1,249 AVA 1,217 1,179 1,206 Corporate (3) 22 9 6 Total Cost of sales $ 2,803 $ 2,568 $ 2,461 Operating expenses: CF (1) $ 811 $ 775 $ 703 AVA(1) 705 668 671 Corporate (3) 377 228 268 Total Operating expenses $ 1,893 $ 1,671 $ 1,642 Operating income: CF (2) 585 559 328 AVA (2) 514 420 427 Total segment operating income $ 1,099 $ 979 $ 755 Corporate (3) (399) (237) (274) Total Operating income $ 700 $ 742 $ 481 (1)CF and AVA segment operating expenses include Selling and marketing, Research and development, and General and administrative expenses, excluding the amounts classified within Corporate.
Note 20 — consolidated and segment operating results for 2023–2025 · Filed 12/02/2026
● Amended By-Laws in October 2025 to adopt a simple majority vote standard for the election of directors in uncontested elections.
Governance — October 2025 adoption of majority voting in uncontested director elections · Filed 03/04/2026
Role of the Compensation and Culture Committee ● The Committee consists entirely of independent directors, none of whom have ever been employed by Zebra.
CD&A — independent membership of the compensation committee · Filed 03/04/2026
In our opinion, Zebra Technologies Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
Independent auditor report — effective internal control over financial reporting at December 31, 2025 · Filed 12/02/2026
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Elo Holdings, Inc., which is included in the 2025 consolidated financial statements of the Company and constituted 2% of total assets as of December 31, 2025 and 2% of revenues for the year then ended.
Independent auditor report — acquired-business exclusion from internal-control assessment · Filed 12/02/2026
At the 2026 Annual Meeting of Stockholders, we will vote on the election of four Class III directors, the approval of the 2026 Long-Term Incentive Plan, and the ratification of the appointment of Ernst & Young LLP as Zebra’s independent registered accounting firm.
Proxy letter — election of Class III directors and proposals scheduled for May 19, 2026 · Filed 03/04/2026
In addition, the Company recorded a $10 million charge in the current year, associated with the partial cancellation of a purchase commitment, which is also included within Current liabilities on the Consolidated Balance Sheets as of December 31, 2023.
Commitments — realized 2023 purchase-commitment cancellation charge · Filed 15/02/2024