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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 17, 2026
Motorola Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-7221 |
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36-1115800 |
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(IRS Employer Identification No.) |
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| 500 W. Monroe Street |
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| Chicago, Illinois |
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60661 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (847) 576-5000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $0.01 Par Value per Share |
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MSI |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 17, 2026, Motorola Solutions, Inc. (the “Company”) closed the underwritten public offering (the “Offering”) of $350,000,000 in aggregate principal amount of 4.850% senior notes due 2029 (the “2029 Notes”), and $600,000,000 in aggregate principal amount of 5.650% senior notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”) pursuant to the Underwriting Agreement, dated August 6, 2026, by and among the Company and the several underwriters named therein (the “Underwriting Agreement”). The Notes were issued pursuant to an Indenture dated as of August 19, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), as supplemented by an Officers’ Certificate, dated August 17, 2026 (the “Officers’ Certificate”). The Notes were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-277316) under the Securities Act of 1933, as amended.
The Underwriting Agreement is filed as Exhibit 1.1, the Indenture is included as Exhibit 4.1, the Officers’ Certificate is filed as Exhibit 4.2, and specimen copies of the 2029 Notes and the 2036 Notes are filed as Exhibit 4.3 and Exhibit 4.4, respectively, to this current report on Form 8-K. Each of these exhibits is incorporated herein by reference. The foregoing description of the Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Notes and such other documents, forms or copies of which are attached as exhibits (or incorporated by reference) to this current report on Form 8-K and are incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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| 1.1 |
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Underwriting Agreement, dated August 6, 2026, by and among Motorola Solutions, Inc. and the several underwriters named therein. |
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| 4.1 |
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Indenture, dated as of August 19, 2014, between Motorola Solutions, Inc. and the Bank of New York Mellon Trust Company , N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 19, 2014). |
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| 4.2 |
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Officers’ Certificate of Motorola Solutions, Inc., dated as of August 17, 2026. |
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| 4.3 |
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Specimen of 4.850% Senior Note Due 2029. |
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| 4.4 |
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Specimen of 5.650% Senior Note Due 2036. |
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| 5.1 |
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Opinion of Jones Day as to the legality of the securities being registered. |
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| 23.1 |
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Consent of Jones Day (contained in the opinion filed as Exhibit 5.1). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MOTOROLA SOLUTIONS, INC. |
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| Dated: August 17, 2026 |
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By: |
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/s/ Kristin L. Kruska |
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Name: Kristin L. Kruska |
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Title: Corporate Vice President, Transactions, Corporate & Securities Law and Secretary |
