9 unchanged sentences
Based on this assessment and those criteria, our management believes that, as of December 31, 2025, our internal control over financial reporting is effective.
+Added: Our assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls over the operations of Elo Holdings, Inc., which are included in our 2025 consolidated financial statements and constituted 2% of total assets as of December 31, 2025 and 2% of revenues for the year then ended.
Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on Zebra’s internal control over financial reporting.
17 unchanged sentences
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.
+Added: 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.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Elo Holdings, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 12, 2026 expressed an unqualified opinion thereon.
27 unchanged sentences
Any waiver from the Code of Ethics and any amendment to the Code of Ethics will be disclosed on such page of Zebra’s web site.
−Removed: All other information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance,” “Election of Directors,” “Committees of the Board,” “Executive Officers,” and “Delinquent Section 16(a) Reports.”
+Added: All other information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance,” “Election of Directors,” “Board Effectiveness – Board Structure and Meeting Attendance,” “Executive Officers,” and “Delinquent Section 16(a) Reports.”
Executive Compensation
−Removed: The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Executive Compensation – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”
+Added: The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Corporate Governance – Director Compensation,” “Executive Compensation – Compensation and Culture Committee Interlocks and Insider Participation” and “Compensation and Culture Committee Report.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance – Related Party Transactions,” “Corporate Governance – Director Independence,” “Election of Directors,” and “Committees of the Board.”
+Added: The information in response to this item is incorporated by reference from the Proxy Statement sections entitled “Corporate Governance – Related Party Transactions,” “Corporate Governance – Director Independence and Overboarding,” “Election of Directors,” and “Board Effectiveness – Board Structure and Meeting Attendance.”
Principal Accounting Fees and Services
15 unchanged sentences
Exhibit Number Exhibit Description Form Exhibit Number Filing Date or Period End Date Filed or Furnished Within
−Removed: 1.1 Purchase Agreement, dated as of May 22, 2024, by and among Zebra Technologies Corporation, Temptime Corporation, Zebra Technologies International, LLC and J.P.
−Removed: Morgan Securities LLC.
−Removed: 1.1 May 22, 2024
+Added: 1.1 Stock Purchase Agreement, dated as of August 3, 2025 among Zebra Technologies Corporation, Elo Investors, L.P., and Elo Holdings, Inc.
+Added: 2.1 August 5, 2025
3.1(i) Restated Certificate of Incorporation of the Company.
8-K 3.1(i) August 6, 2012
−Removed: 3.1(ii) Amended and Restated By-laws of Zebra Technologies Corporation, as amended as of December 5, 2022
−Removed: 8-K 3.1 December 8, 2022
+Added: 3.1(ii) Amended and Restated By-Laws of Zebra Technologies Corporation dated October 30, 2025
+Added: 8-K 3.1 November 5, 2025
4.1 Specimen stock certificate representing Class A Common Stock.
25 unchanged sentences
10-Q 10.2 June 27, 2020
−Removed: 10.10 Form of 2020 stock appreciation rights agreement for employees other than the CEO.
−Removed: 10-Q 10.2 June 27, 2020
10.10 Form of 2021 stock settled stock appreciation rights agreement for employees other than the CEO.
5 unchanged sentences
10.13 Form of 2024 stock-settled stock appreciation rights agreement for employees (including the CEO).
−Removed: 10.3 June 29, 2024
+Added: 10-Q 10.3 June 29, 2024
10.14 Form of 2013-16 time-vested stock appreciation rights agreement for CEO.
4 unchanged sentences
10-Q 10.5 June 27, 2020
−Removed: 10.18 Form of 2020 stock appreciation rights agreement for CEO.
−Removed: 10-Q 10.5 June 27, 2020
−Removed: 10.19 Form of 2022 time-vested restricted stock unit agreement for employees other than the CEO.
−Removed: 10-Q 10.2 July 2, 2022
10.17 Form of 2023 time-restricted stock unit agreement for all employees (including the CEO).
1 unchanged sentence
10.18 Form of 2024 time-restricted stock unit agreement for all employees (including the CEO).
−Removed: 10.2 June 29, 2024
−Removed: 10.22 Form of 2022 performance-vested restricted stock unit agreement for employees other than CEO +
−Removed: 10-Q 10.1 July 2, 2022
+Added: 10-Q 10.2 June 29, 2024
+Added: 10.19 Form of 2025 time-vested restricted stock unit agreement for all employees (including the CEO)
+Added: 10-Q 10.2 April 29, 2025
10.20 Form of 2023 performance-vested restricted stock unit agreement for all employees (including the CEO).
2 unchanged sentences
10-Q 10.1 June 29, 2024
−Removed: 10.25 Form of 2022 time-vested restricted stock unit agreement for CEO +
−Removed: 10-Q 10.5 July 2, 2022
−Removed: 10.26 Form of 2022 performance-vested restricted stock unit agreement for CEO+
−Removed: 10-Q 10.4 July 2, 2022
+Added: 10.22 Form of 2025 performance-vested restricted stock unit agreement for all employees (including the CEO)
+Added: 10-Q 10.1 April 29, 2025
10.23 Amended and Restated Credit Agreement, dated July 26, 2017 (originally dated as of October 27, 2014), by and among Zebra, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., and Morgan Stanley Senior Funding, Inc.
43 unchanged sentences
19 Securities Transactions and Confidentiality Policy
+Added: 19 December 31, 2024
21 Subsidiaries of the Company.
48 unchanged sentences
Director February 12, 2026
+Added: /s/ Mary McDowell
+Added: Mary McDowell
+Added: Director February 12, 2026
/s/ Kenneth B.
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.