ZBRA

• Net income of $233 million, or $4.85 per diluted share, up from $112 million, or $2.19 per diluted share, in Q2 2025.
• Non-GAAP diluted EPS of $6.35, up 75.9% year-over-year; Adjusted EBITDA of $431 million, up 61.4%.
• Recorded IEEPA tariff recoveries of $73 million, with $14 million received in the quarter.
• Full-year 2026 outlook raised: sales growth 14-16%, non-GAAP diluted EPS $20.75-$21.25, free cash flow >$1 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• At the May 19, 2026 annual meeting, stockholders approved the 2026 Long-Term Incentive Plan, authorizing 2,430,000 shares for grants.
• The advisory vote on named executive officer compensation passed with 37,250,605 votes for and 2,694,957 against.
• The 2026 LTIP received 38,887,185 votes for and 1,073,711 against.
• Ernst & Young LLP was ratified as independent auditor for fiscal year 2026 with 39,627,804 votes for.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• First-quarter 2026 net sales were $1,495 million, a 14.3% increase year-over-year.
• Adjusted EBITDA rose 18.8% to $347 million, with margin up 90 basis points to 23.2%.
• Company repurchased $300 million of shares in Q1 2026.
• Full-year 2026 guidance: sales growth 10-14%, non-GAAP EPS $18.30-$18.70, free cash flow >$900 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fourth-quarter 2025 net sales were $1,475 million, up 10.6% year-over-year; full-year net sales were $5,396 million, up 8.3%.
• Q4 adjusted EBITDA was $326 million (22.1% of adjusted net sales), up 10.5% year-over-year.
• Board approved a $1.0 billion increase to share repurchase authorization; company repurchased $303 million in Q4 and $587 million in full year 2025.
• Q1 2026 guidance: sales growth 11-15%, non-GAAP EPS $4.05-$4.35; full-year 2026: sales growth 9-13%, non-GAAP EPS $17.70-$18.30, free cash flow at least $900 million.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On December 9, 2025, Zebra Technologies decided to dispose or exit its robotics automation solutions business.
• The actions are expected to yield net annualized pre-tax cost savings of at least $20 million.
• The charges are estimates and actual results may differ materially.
• The disclosure was made under Items 2.05 and 2.06 of Form 8-K.

2.05 Costs Associated with Exit or Disposal Activities · 2.06 Material Impairments · 9.01 Financial Statements and Exhibits

• Melissa Luff Loizides, currently Vice President of Global Talent, will become Chief People Officer on Jan. 1, 2026.
• Schmitz will lead the integration of the Elo acquisition through Q2 2026 before retiring.
• Luff Loizides joined Zebra in 2014 via the Motorola Solutions Enterprise Business acquisition and has held various People Team leadership roles.
• The company issued a press release on Nov. 24, 2025, announcing the transition.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The amendment revises Section 2.11 to require that in uncontested director elections, a nominee must receive more 'for' votes than 'against' votes to be elected (majority vote standard).
• The amended by-laws are filed as Exhibit 3.1 to the 8-K, dated October 30, 2025.
• The report was filed under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) and Item 9.01 (Financial Statements and Exhibits).
• The filing was signed by Cristen Kogl, Chief Legal Officer, General Counsel & Corporate Secretary, on November 5, 2025.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Net sales for Q3 2025 were $1,320 million, a 5.2% increase from $1,255 million in Q3 2024.
• Non-GAAP diluted EPS rose 11.2% to $3.88, and adjusted EBITDA increased to $285 million.
• The company expects Q4 2025 sales growth of 8% to 11% year-over-year and non-GAAP diluted EPS of $4.20 to $4.40.
• Zebra plans to repurchase $500 million of common stock over the next 12 months, with $284 million repurchased year-to-date.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits