AddedRisk Factors
•Managing logistical challenges common to complex, expansive international operations;
The 10-K against last year's
96 changes: 18 added, 20 removed, 57 reworded, 1 quiet changes
10-K 0001628280-26-007668 (2026-02-12) vs 10-K 0000877212-25-000027 (2025-02-13)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 201 words changed in this paragraph; it is 45% similar to last year's version.
Source: Item 1A, 10-K 0001628280-26-007668 vs Item 1A, 10-K 0000877212-25-000027
MD&A 190 words changed in this paragraph; it is 44% similar to last year's version.
Source: Item 7, 10-K 0001628280-26-007668 vs Item 7, 10-K 0000877212-25-000027
Accounting Policies 79 words changed in this paragraph; it is 30% similar to last year's version.
Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0001628280-26-007668 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0000877212-25-000027
Legal Proceedings 25 words changed in this paragraph; it is 80% similar to last year's version.
December 31, 2025 2024 2023 Incentive compensation $ 150 $ 174 $ 47 Payroll and benefits 76 83 Customer rebates 56 40 Unremitted cash collections due to banks on factored accounts receivable 84 51 112 Payroll and benefits 75 76 Customer rebates 63 56 Current portion of lease liabilities 38 36 42 Warranty Current portion of warranty liabilities 28 26 27 Freight and duty 26 12 10 Exit and restructuring 23 4 22 Settlement — 45 Other 71 68 76 Accrued liabilities $ 558 $ 503 $ 504
Source: Item 3, via Note 14 – Accrued Liabilities, Commitments and Contingencies, 10-K 0001628280-26-007668 vs Item 3, via Note 14 – Accrued Liabilities, Commitments and Contingencies, 10-K 0000877212-25-000027
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of ZBRA's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.
AddedRisk Factors
•Managing impacts of government shutdowns or disruptions, including any adverse effects due to limited government funding and services, such as import and export clearance, regulatory approvals or visa processing;
AddedRisk Factors
•Managing our organizational structure and workforce challenges, and ensuring a cohesive company culture among our employees;
AddedRisk Factors
On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo”) for a purchase price of approximately $1.3 billion, a transaction that is significant in size, representing approximately 9% of the Company’s market capitalization on such date. This acquisition substantially increased the Company’s goodwill and other intangible assets, which could become impaired and result in material non-cash charges if we fail to achieve the expected operating results and cash flows. The Company may not be able to successfully integrate Elo's business operations and personnel and to realize the anticipated growth opportunities and cost synergies, and the integration process may divert management's attention from other business priorities. Failure to successfully manage these and other risks associated with this acquisition, including those outlined above, may have a material adverse effect on our business and operating results.
AddedMD&A
•The CF segment is focused on unifying teams, customers, and AI agents to deliver enhanced frontline experiences. This segment brings together solutions that empower frontline workers with the information and tools they need to make smarter decisions and improve customer service. Principal product categories include mobile computing, point of sale solutions, self-service kiosks and interactive touchscreen displays, workflow optimization software solutions, and related services.
AddedMD&A
•The AVA segment provides solutions that track critical assets and automate workflows to provide the real-time, data-driven insights necessary to optimize supply chains, manufacturing, and logistics. The principal product categories include thermal barcode printing and related supplies and sensors, data capture, fixed industrial scanning, machine vision, RFID, real-time location systems (RTLS), and related services.
AddedMD&A
•We repurchased $587 million of common shares, including $303 million in the fourth quarter.
AddedMD&A
In the fourth quarter of 2025, we announced our intention to dispose of or exit our robotics automation solutions business in an effort to better align resources with our strategic priorities. In relation to this decision, we incurred approximately $55 million in one-time costs in the fourth quarter, principally consisting of long-lived asset impairments of $45 million, including an intangible asset impairment of $34 million, a right-of-use lease asset impairment of $8 million, and property, plant and equipment impairment of $3 million. The other one-time costs consisted of employee severance and working capital-related charges. These one-time costs are classified as Exit and restructuring on the Consolidated Statement of Operations. Additional costs may be incurred in 2026, as we complete the divestiture of this business.
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AddedMD&A
We expect annualized pre-tax operating costs savings of at least $20 million from these actions, net of re-investment into advancing the Company’s AI product portfolio, reorganizing our sales force, and absorbing increased employee-related costs.
AddedMD&A
On September 30, 2025, the Company acquired Elo Holdings, Inc. (“Elo”) for $1,303 million in cash, net of cash on hand. Elo is an innovator of solutions that engage customers, enhance self-service, and accelerate automation across a wide range of end
AddedMD&A
markets. The Elo acquisition expands our portfolio of self-service and consumer-facing workflow offerings. The operating results of Elo are included in the CF segment.
AddedMD&A
On February 28, 2025, the Company acquired Photoneo for approximately $62 million in cash. Photoneo is a leading developer and manufacturer of 3D machine vision offerings. The Photoneo acquisition complements and expands our machine vision offerings across several industries. The operating results of Photoneo are included in the AVA segment.
AddedMD&A
Gross margin decreased to 48.1% for the current year compared to 48.4% in the prior year. The decrease was primarily due to unfavorable impacts of tariffs, net of mitigating actions, along with lower services and software margins, largely offset by volume leverage favorability. Gross margin was higher in AVA and declined in CF. As we exited 2025, the unfavorable impacts of existing import tariffs have been fully mitigated.
AddedMD&A
(1)Free cash flow, a non-GAAP measure, is defined as Net cash provided by (used in) operating activities in a period minus purchases of property, plant and equipment (capital expenditures) made in that period.
AddedMD&A
•$96 million decrease in net operating cash inflows primarily due to larger reductions in inventory in the prior year, higher employee incentive compensation payments in the current year, and cash receipts from the settlements of terminated interest rate swap agreements in the prior year. These items were partly offset by favorable timing of customer collections.
AddedMD&A
•$1,398 million increase in net investing cash outflows primarily due to the acquisitions of Elo and Photoneo and higher capital expenditures in the current year.