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  4. [8-K] Motorola Solutions, Inc. Reports Material Event

Motorola Solutions (NYSE: MSI) raises $950M in long-term notes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Motorola Solutions, Inc. completed an underwritten public offering of senior notes. The company issued $350,000,000 in aggregate principal amount of 4.850% senior notes due 2029 and $600,000,000 in aggregate principal amount of 5.650% senior notes due 2036. These notes were issued under an existing Indenture dated August 19, 2014, with The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by an Officers’ Certificate dated August 17, 2026. The securities were offered and sold pursuant to an effective shelf registration statement on Form S-3. Related transaction documents, including the Underwriting Agreement, Indenture, Officers’ Certificate, note specimens and a legal opinion from Jones Day, are listed as exhibits and incorporated by reference.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing confirms the closed offering created two senior-note obligations: $350,000,000 at 4.850% due 2029 and $600,000,000 at 5.650% due 2036.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2029 Notes Principal $350,000,000 Aggregate principal amount of 4.850% senior notes due 2029
2029 Notes Coupon 4.850% Interest rate on senior notes due 2029
2036 Notes Principal $600,000,000 Aggregate principal amount of 5.650% senior notes due 2036
2036 Notes Coupon 5.650% Interest rate on senior notes due 2036
Indenture Date August 19, 2014 Date of base Indenture with The Bank of New York Mellon Trust Company, N.A.
Officers’ Certificate Date August 17, 2026 Date of Officers’ Certificate supplementing the Indenture
senior notes financial
"4.850% senior notes due 2029 and 5.650% senior notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
aggregate principal amount financial
"closed the underwritten public offering of $350,000,000 in aggregate principal amount"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Indenture financial
"The Notes were issued pursuant to an Indenture dated as of August 19, 2014"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
underwritten public offering financial
"closed the underwritten public offering of $350,000,000 in aggregate principal amount"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
registration statement on Form S-3 regulatory
"offered and sold pursuant to a registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

What new debt securities did Motorola Solutions (MSI) issue on August 17, 2026?
Motorola Solutions issued $350 million of 4.850% senior notes due 2029 and $600 million of 5.650% senior notes due 2036 in an underwritten public offering, expanding its long-term debt profile.

What are the key terms of Motorola Solutions (MSI) 2029 senior notes?
The 2029 notes have an aggregate principal amount of $350,000,000 and a fixed coupon of 4.850%. They are senior notes issued under Motorola Solutions’ existing Indenture dated August 19, 2014, with The Bank of New York Mellon Trust Company, N.A. as trustee.

What are the key terms of Motorola Solutions (MSI) 2036 senior notes?
The 2036 notes total $600,000,000 in aggregate principal amount and carry a 5.650% fixed interest rate. They are senior obligations issued under the same Indenture framework governing other Motorola Solutions debt securities.

Which law firm provided the legality opinion for Motorola Solutions (MSI) note offering?
Jones Day provided the legal opinion for the securities being registered, filed as Exhibit 5.1. A related consent from Jones Day appears as Exhibit 23.1, supporting the registered offering of the senior notes.

What agreements support Motorola Solutions (MSI) August 2026 note issuance?
The issuance is supported by an Underwriting Agreement dated August 6, 2026, the base Indenture dated August 19, 2014, and an Officers’ Certificate dated August 17, 2026, along with specimen notes filed as exhibits.

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Understanding 8-K Material Events →
false 0000068505 0000068505 2026-08-17 2026-08-17
 
 

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)

 

1-7221   36-1115800

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

500 W. Monroe Street    
Chicago, Illinois     60661
(Address of Principal Executive Offices)     (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):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

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:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.01 Par Value per Share   MSI   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. ☐

 

 
 

Item 8.01.

Other Events.

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.

 

1.1    Underwriting Agreement, dated August 6, 2026, by and among Motorola Solutions, Inc. and the several underwriters named therein.
4.1    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).
4.2    Officers’ Certificate of Motorola Solutions, Inc., dated as of August 17, 2026.
4.3    Specimen of 4.850% Senior Note Due 2029.
4.4    Specimen of 5.650% Senior Note Due 2036.
5.1    Opinion of Jones Day as to the legality of the securities being registered.
23.1    Consent of Jones Day (contained in the opinion filed as Exhibit 5.1).
104    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.

 

  MOTOROLA SOLUTIONS, INC.
Dated: August 17, 2026     By:  

/s/ Kristin L. Kruska

    Name: Kristin L. Kruska
   

Title: Corporate Vice President,

Transactions, Corporate & Securities Law and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Other Documents