Motorola Solutions, Inc. Reports Material Event

Available on EDGAR 11/04/2026 - 04:13 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:13 PM EST

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Form Type

8-K

Filing Explained

Motorola raised full-year revenue and non-GAAP EPS guidance and increased expected operating cash flow to three billion fifty million dollars.

Motorola Solutions furnished its third-quarter 2026 results for the quarter ended October 3, 2026, in this November 4, 2026 Form 8-K. It had closed the D-Fend acquisition for $1.3 billion, net of cash acquired; the filing says it was funded primarily through $950 million of new long-term senior notes, making debt financing part of the completed deal. The company also increased its share-repurchase authorization by $2 billion, while reporting $94 million of common stock actually repurchased in the quarter; the authorization increase is not reported as a completed purchase of that amount.

GAAP diluted EPS was $3.06, compared with $3.33 a year earlier, while non-GAAP EPS was $4.69, compared with $4.06. Motorola says its non-GAAP measures supplement, rather than replace, GAAP results; Q3 non-GAAP EPS excludes $1.63 per diluted share for listed adjustments, including share-based compensation and intangible-asset amortization.

For full-year 2026, the company now expects revenue of approximately $13.050 billion, up from $12.975 billion, and non-GAAP EPS of $17.94 to $17.99, versus its prior $17.62 to $17.72 range; it increased expected operating cash flow to $3.050 billion. Forward-looking non-GAAP guidance is not quantitatively reconciled to GAAP because some reconciling items have not occurred or cannot be reasonably predicted, and the company says those items could significantly affect results.

In its macroeconomic environment update, the company says inventory is expected to remain elevated as it manages higher memory and component costs and uncertainty around supply chains, tariffs and trade rules.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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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): November 4, 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

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 2.02. Results of Operations and Financial Condition.

The information in this Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On November 4, 2026 Motorola Solutions, Inc. issued a press release announcing, among other things, financial results for the quarter ended October 3, 2026. A copy of this press release is furnished hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release by Motorola Solutions, Inc. dated November 4, 2026 announcing financial results for the quarter ended October 3, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MOTOROLA SOLUTIONS, INC. (Registrant)


Dated: November 4, 2026	By:	/s/ Katherine Maher
		Name:	Katherine Maher
		Title:	Corporate Vice President and Chief Accounting Officer

Exhibit 99.1

Motorola Solutions Reports Third-Quarter 2026 Financial Results

Company raises full-year revenue and earnings outlook again and increases full-year cash flow expectations

•Sales of $3.4 billion, up 12% versus a year ago

◦Products and Systems Integration sales up 12%

◦Software and Services sales up 13%

•GAAP earnings per share ("EPS") of $3.06

•Non-GAAP EPS* of $4.69

•Record ending backlog of $16.6 billion, up 14% versus a year ago, driven by record Q3 orders

•Acquired D-Fend Solutions ("D-Fend"), an industry leader in counter-drone technology

•Announced $2 billion increase to the share repurchase authorization

CHICAGO – November 4, 2026 – Motorola Solutions, Inc. (NYSE: MSI) today reported its earnings results for the third quarter of 2026.

“Q3 was another outstanding quarter, with double-digit revenue growth across both segments and all three technologies,” said Greg Brown, chairman and CEO, Motorola Solutions. “We continue to see exceptionally strong demand across our safety and security solutions, driving record Q3 orders and an all-time record ending backlog. As a result, we’re raising our revenue and earnings outlook again and increasing our cash flow expectations for the full year.”

KEY FINANCIAL RESULTS (presented in millions, except per share data and percentages)


	Q3 2026		Q3 2025		% Change
Sales	$3,376		$3,009		12	%
GAAP
Operating Earnings	$777		$770		1	%
% of Sales	23.0	%	25.6	%
EPS	$3.06		$3.33		(8)	%
Non-GAAP*
Operating Earnings	$1,096		$918		19	%
% of Sales	32.5	%	30.5	%
EPS	$4.69		$4.06		16	%
Products and Systems Integration Segment
Sales	$2,118		$1,897		12	%
GAAP Operating Earnings	$446		$458		(3)	%
% of Sales	21.1	%	24.1	%
Non-GAAP* Operating Earnings	$671		$555		21	%
% of Sales	31.7	%	29.3	%
Software and Services Segment
Sales	$1,258		$1,112		13	%
GAAP Operating Earnings	$331		$312		6	%
% of Sales	26.3	%	28.1	%
Non-GAAP* Operating Earnings	$425		$363		17	%
% of Sales	33.8	%	32.6	%

* Non-GAAP financial information excludes the after-tax impact of approximately $1.63 per diluted share related to highlighted items, share-based compensation expense and intangible assets amortization expense. Details regarding these non-GAAP adjustments and the use of non-GAAP measures are included later in this news release.

OTHER SELECTED FINANCIAL RESULTS

•Revenue - Sales were $3.4 billion, up 12% from the year-ago quarter driven by growth in North America and International. Revenue growth related to acquisitions was $211 million and foreign currency tailwinds were $11 million in the quarter. The Products and Systems Integration segment grew 12% driven by growth in Mission Critical Networks ("MCN") and Video Security and Access Control ("Video"). The Software and Services segment grew 13% driven by growth in MCN, Command Center and Video.

•Operating margin - GAAP operating margin was 23.0% of sales, down from 25.6% in the year-ago quarter primarily driven by an increase to the contingent Silvus earnout in the current quarter due to strong performance of the business. Non-GAAP operating margin was 32.5% of sales, up 200 basis points from 30.5% in the year-ago quarter driven by higher sales and improved operating leverage, partially offset by higher supply chain costs.

•Taxes - The GAAP effective tax rate during the quarter was 24.2%, versus 22.2% in the year-ago quarter and the non-GAAP effective tax rate was 21.8%, versus 20.7% in the year-ago quarter. The increases in the GAAP and non-GAAP effective tax rates were primarily driven by lower benefits from share-based compensation recognized in the current quarter.

•Cash flow - Operating cash flow was $662 million, compared to $799 million in the year-ago quarter and free cash flow was $589 million, compared to $733 million in the year-ago quarter. Both the operating cash flow and free cash flow for the quarter decreased due to higher tax and interest payments during the quarter, primarily offset by higher earnings, net of non-cash charges.

•Capital allocation - During the quarter, the company paid $200 million in cash dividends, repurchased $94 million of common stock at an average price of $457.07 and invested $73 million in capital expenditures. Additionally, the company announced a $2 billion increase to the share repurchase authorization during the quarter.

The company also closed the acquisition of D-Fend during the quarter for $1.3 billion, net of cash acquired, which was primarily funded through $950 million of new long-term senior notes. The company also issued a new $300 million 364-day term loan and repaid $300 million of the 364-day term loan issued for the Silvus acquisition, upon its maturity during the quarter.

In addition, the company acquired DeepNeuronic, a provider of AI software that turns live camera feeds into real-time operational insights, for $29 million, net of cash acquired.

•Backlog - The company ended the quarter with record backlog of $16.6 billion, up 14% or $2.1 billion from the year-ago quarter driven by record Q3 orders in all three technologies. Products and Systems Integration segment backlog was up $635 million, or 18%, driven primarily by strong demand in MCN and Video. Software and Services segment backlog was up $1.4 billion, or 13%, driven by strong demand in all three technologies.

NOTABLE WINS AND ACHIEVEMENTS

Products and Systems Integration

•$140 million P25 systems and device order with the Federal Bureau of Prisons

•$98 million P25 device and SVX order for a U.S. federal customer

•$63 million P25 system and device order for the Metro Government of Nashville and Davidson County

•$56 million fixed video order for a large convenience store chain

•$39 million Silvus order for a German unmanned systems provider

Software and Services

•$139 million ten-year P25 services, mobile video and Command Center order for the State of Louisiana

•$78 million eight-year mobile video award for a U.S. federal customer

•$59 million six-year P25 services order for a state and local customer

•$51 million computer aided dispatch and records management order for the Los Angeles Police Dept

•$27 million P25 services renewal for North Carolina State Highway Patrol

BUSINESS OUTLOOK

•Fourth quarter 2026 - The company expects revenue growth of approximately 13% compared to the fourth quarter of 2025 and non-GAAP EPS between $5.47 and $5.52 per share. This assumes approximately 168 million of fully diluted shares and a non-GAAP effective tax rate of approximately 22.5%.

•Full-year 2026 - The company now expects revenue of approximately $13.050 billion, up from its prior guidance of $12.975 billion and non-GAAP EPS between $17.94 and $17.99 per share, up from its prior guidance of between $17.62 and $17.72 per share. This outlook assumes approximately 168 million of fully diluted shares and a non-GAAP effective tax rate between 21.5% and 22%.

In addition, the company is increasing its operating cash flow expectations to $3.050 billion for the full year.

The company has not quantitatively reconciled its guidance for forward-looking non-GAAP measurements in this news release to their most comparable GAAP measurements because the company does not provide specific guidance for the various reconciling items as certain items that impact these measurements have not occurred, are out of the company’s control, or cannot be reasonably predicted. Accordingly, a reconciliation to the most comparable GAAP financial measurement is not available without unreasonable effort. Please note that the unavailable reconciling items could significantly impact the company’s results.

RECENT EVENTS

MACROECONOMIC ENVIRONMENT UPDATE

The global trade landscape continues to shift rapidly, including evolving tariffs and import/export regulations, such as restrictions around rare earth minerals, trade barriers and trade disputes.

On February 20, 2026, a U.S. Supreme Court ruling invalidated tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). On April 20, 2026, the U.S. Customs and Border Protection launched a system to process IEEPA tariff refund claims. Following the implementation of this system, the company determined that the recovery of a portion of these refunds is now probable. Accordingly, during the nine months ended October 3, 2026, the company recognized a favorable adjustment of approximately $70 million recorded within Cost of sales in its Condensed Consolidated Statements of Operations.

In addition, the company is experiencing higher costs for memory in its products which is a result of substantial demand in the market driven by AI. As a result, the company continues to observe elevated volatility and uncertainty around the global supply chain. The company engages with global suppliers across a diverse network of locations around the world. The company is actively managing its inventory and continues to work with its global supply base to mitigate its exposure to elevated volatility and uncertainty from these rising memory costs, as well as global tariffs and import/export regulations that have developed, and which may continue to develop, to ensure supply continues at levels necessary to meet its current customer demand. The company expects inventory levels to remain elevated as it mitigates this dynamic supply chain environment. The current environment has led to increased costs on materials and components, for which the company continues to develop mitigation actions going forward.

CONFERENCE CALL AND WEBCAST Motorola Solutions will host its quarterly conference call beginning at 4 p.m. U.S. Central Time (5 p.m. U.S. Eastern Time) on Wednesday, November 4. The conference call will be webcast live at www.motorolasolutions.com/investors. An archive of the webcast will be available for a limited period of time thereafter.

CONSOLIDATED GAAP RESULTS (presented in millions, except per share data)

A comparison of results from operations is as follows:


	Q3 2026	Q3 2025
Net sales	$3,376	$3,009
Gross margin	$1,768	$1,554
Operating earnings	$777	$770
Amounts attributable to Motorola Solutions, Inc. common stockholders
Net earnings	$512	$562
Diluted EPS	$3.06	$3.33
Weighted average diluted common shares outstanding	167.4	169.0

USE OF NON-GAAP FINANCIAL INFORMATION

In addition to the results presented in accordance with accounting principles generally accepted in the U.S. ("GAAP") included in this news release, Motorola Solutions also has included non-GAAP measurements of results, including free cash flow, non-GAAP operating earnings, non-GAAP EPS, non-GAAP operating margin, non-GAAP net earnings attributable to MSI, non-GAAP tax rate, and organic revenue. The company has provided these non-GAAP measurements to help investors better understand its core operating performance, enhance comparisons of core operating performance from period-to-period and allow better comparisons of its operating performance to that of its competitors. Among other things, management uses these operating results, excluding the identified items, to evaluate the performance of its businesses and to evaluate results relative to certain incentive compensation targets. Management uses operating results excluding these items because it believes these measurements enable it to make better period-to-period evaluations of the financial performance of its core business operations. The non-GAAP measurements are intended only as a supplement to the comparable GAAP measurements and the company compensates for the limitations inherent in the use of non-GAAP measurements by using GAAP measures in conjunction with the non-GAAP measurements. As a result, investors should consider these non-GAAP measurements in addition to, and not in substitution for or as superior to, GAAP measurements.

Reconciliations: Details and reconciliations of such non-GAAP measurements to the corresponding GAAP measurements can be found at the end of this news release.

Free cash flow: Free cash flow represents net cash provided by operating activities less capital expenditures. The company believes that free cash flow is useful to investors as the basis for comparing its performance and coverage ratios with other companies in the company's industries, although the company's measure of free cash flow may not be directly comparable to similar measures used by other companies. This measure is also used as a component of incentive compensation.

Organic Revenue: Organic revenue reflects net sales calculated under GAAP excluding net sales from acquired business owned for less than four full quarters. The company believes organic revenue provides useful information for evaluating the periodic growth of the business on a consistent basis and provides for a meaningful period-to-period comparison and analysis of trends in the business.

Non-GAAP operating earnings, non-GAAP EPS, non-GAAP operating margin and non-GAAP net earnings attributable to MSI each excludes highlighted items, including share-based compensation expenses and intangible assets amortization expense, as follows:

Highlighted items: The company has excluded the effects of highlighted items including, but not limited to, acquisition-related transaction fees, tangible and intangible asset impairments, reorganization of business charges, certain non-cash pension adjustments, legal settlements and other contingencies, gains and losses on investments and businesses, Hytera-related legal expenses, gains and losses on the extinguishment of debt, adjustments to contingent earnout, and the income tax effects of significant tax matters, from its non-GAAP operating expenses and net income measurements because the company believes that these historical items do not reflect expected future operating earnings or expenses and do not contribute to a meaningful evaluation of the company's current operating performance or comparisons to the company's past operating performance. For the purposes of management's internal analysis over operating performance, the company uses financial statements that exclude highlighted items, as these charges do not contribute to a meaningful evaluation of the company's current operating performance or comparisons to the company's past operating performance.

Hytera-Related Legal Expenses: In 2017, the company filed a complaint against Hytera Communications Corporation Limited of Shenzhen, China; Hytera America, Inc.; and Hytera Communications America (West), Inc. (collectively, "Hytera"), in the U.S. District Court for the Northern District of Illinois (the "District Court"), alleging trade secret theft and copyright infringement, and seeking injunctive relief. In

2020, a jury decided in the company's favor, ultimately resulting in an award to the company of $543.7 million, plus $51.1 million in pre-judgment interest and $2.6 million in costs, as well as $34.2 million in attorneys' fees.

In 2024, after both parties appealed to the U.S. Court of Appeals for the Seventh Circuit (the "Court of Appeals"), the Court of Appeals, among other items, affirmed the District Court's award of $407.4 million in damages under the Defend Trade Secrets Act, and directed the District Court to recalculate and reduce its award of $136.3 million in copyright infringement damages, which remains subject to ruling by the District Court. As of October 3, 2026, as a result of this civil litigation and 2020 bankruptcy proceedings by Hytera America, Inc. and Hytera Communications America (West), Inc., Hytera had paid $245 million against this award, $73 million of which was paid in the first nine months of 2026. These payments were recorded as a gain within Other charges within the Consolidated Statement of Operations.

Further, in 2022, the District Court ordered Hytera to pay the company a forward-looking reasonable royalty on Hytera’s products (“I-Series”) that use the company’s stolen trade secrets, applicable to I-Series products sold from July 1, 2019 forward. In 2024, the company received royalties of $61 million related to the I-Series products, which was recorded as a gain within Other charges within the Consolidated Statement of Operations. Beginning in 2025, a favorable ruling in a related legal proceeding in the District Court (which Hytera has subsequently appealed to the Court of Appeals) also ordered Hytera to pay the company for Hytera’s continued use of the company’s trade secrets and copyrighted source code in Hytera’s currently shipping products (“H-Series”), and Hytera has subsequently reported to the company approximately $116 million in royalties subject to the Court's order. While several aspects of the court proceedings related to the H-Series are subject to appeal, the company continues to seek collection of the amounts owed by Hytera through the ongoing legal process.

Management typically considers legal expenses associated with defending the company's intellectual property as “normal and recurring.” Since 2020, the company has believed that Hytera-related legal expenses have not been part of its “normal and recurring” legal expenses incurred to operate its business and has accordingly excluded such expenses from its GAAP operating Income. In addition, as any contingent or actual gains associated with the Hytera litigation are recognized, they will be similarly excluded from the company's non-GAAP operating income, consistent with the company's treatment of the approximately $15 million realized in 2022, $61 million realized in 2024, $157 million realized in 2025, and $73 million realized in the first nine months of 2026. The company believes after the jury award, the presentation of excluding both Hytera-related legal expenses and gains related to awards better aligns with how management evaluates the company's ongoing underlying business performance.

Share-based compensation expenses: The company has excluded share-based compensation expense from its non-GAAP operating expenses and net income measurements. Although share-based compensation is a key incentive offered to the company’s employees and the company believes such compensation contributed to the revenue earned during the periods presented and also believes it will contribute to the generation of future period revenues, the company continues to evaluate its performance excluding share-based compensation expense primarily because it represents a significant non-cash expense. Share-based compensation expense will recur in future periods.

Intangible assets amortization expense: The company has excluded intangible assets amortization expense from its non-GAAP operating expenses and net earnings measurements primarily because it represents a non-cash expense and because the company evaluates its performance excluding intangible assets amortization expense. Amortization of intangible assets is consistent in amount and frequency but is significantly affected by the timing and size of the company’s acquisitions. Investors should note that the use of intangible assets contributed to the company’s revenues earned during the periods presented and will contribute to the company’s future period revenues as well. Intangible assets amortization expense will recur in future periods.

FORWARD LOOKING STATEMENTS

This news release contains "forward-looking statements" within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “anticipates,” “estimates” and similar expressions. The company can give no assurance that any actual or future results or events discussed in these statements will be achieved. Any forward-looking statements represent the company’s views only as of today and should not be relied upon as representing the company’s views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause the company’s actual results to differ materially from the statements contained in this release. Such forward-looking statements include, but are not limited to, Motorola Solutions’ financial outlook for the fourth quarter and full-year of 2026; and the impact of changes in the global trade environment, the dynamic supply chain environment and the memory market on Motorola Solutions' business, and Motorola Solutions' actions in response thereto (including with respect to inventory levels). Motorola Solutions cautions the reader that the risks and uncertainties below, as well as those in Part I Item 1A of Motorola Solutions’ 2025 Annual Report on Form 10-K and in its other SEC filings available for free on the SEC’s website at www.sec.gov and on Motorola Solutions’ website at www.motorolasolutions.com/investors, could cause Motorola Solutions’ actual results to differ materially from those estimated or predicted in the forward-looking statements. Many of these risks and uncertainties cannot be controlled by Motorola Solutions, and factors that may impact forward-looking statements include, but are not limited to: (i) impact of current global economic and political conditions in the markets in which the company operates; (ii) increased areas of risk, increased competition and additional compliance obligations associated with the introduction of new or enhanced products and services in our segments; (iii) challenges relating to the use of artificial intelligence ("AI") in our products and services; (iv) impact of catastrophic events on our business or our customers' or suppliers' business; (v) the effectiveness of our strategic acquisitions, including the integrations of such acquired businesses; (vi) the inability of our products to meet our customers’ expectations or regulatory or industry standards, or actual or perceived systems or service failures of our products and services; (vii) our inability to purchase a sufficient amount of materials, parts, and components, as well as software and services, at acceptable prices to meet the demands of our customers, and any disruption to our suppliers or significant increase in the price of supplies; (viii) risks related to our large, multi-year system and services contracts; (ix) the global nature of our employees, customers, suppliers and outsource partners; (x) our use of third-parties to develop, design and/or manufacture many of our components and some of our products, and to perform portions of our business operations; (xi) the inability of our subcontractors to perform in a timely and compliant manner or adhere to our Human Rights Policy; (xii) inability to attract and retain senior management and key employees; (xiii) evolving and sometimes conflicting expectations from investors, customers, lawmakers, regulators and other stakeholders regarding social and sustainability considerations and disclosures; (xiv) challenges relating to existing or future legislation and regulations pertaining to AI, AI-enabled products and the use of biometrics and other video analytics; (xv) the impact, including increased costs and potential liabilities, associated with changes in laws and regulations regarding cybersecurity, privacy, data protection, data sovereignty and information security; (xvi) the impact of government regulation of radio frequencies; (xvii) regulations, laws and other compliance requirements and risks applicable to our U.S. government customer contracts and grants; (xviii) the impact, including increased costs and additional compliance obligations, associated with existing or future telecommunications-related laws and regulations; (xix) impact of product regulatory and safety, consumer, worker safety and environmental product compliance and remediation laws; (xx) impact of tax matters; (xxi) increased cybersecurity threats, a security breach or other significant disruption of our IT systems or those of our outsource partners, suppliers or customers; (xxii) our inability to protect our intellectual property or potential infringement of intellectual property rights of third parties; (xxiii) risks relating to intellectual property licenses and intellectual property indemnities in our customer and supplier contracts; (xxiv) our license of the MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M logo and all derivatives and formatives thereof from Motorola Trademark Holdings, LLC; (xxv) inability to access the capital markets for financing on acceptable terms and conditions; (xxvi) exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars; (xxvii) impact of returns on pension and retirement plan assets and interest rate changes; and (xxviii) the return of capital to shareholders through dividends and/or repurchasing shares. Motorola Solutions undertakes no obligation

to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

The company uses its website as a means of disclosing material, non-public information and for complying with the company's disclosure obligations under Regulation FD. Therefore, the company encourages investors to monitor the Investor Relations page of the company's website at www.motorolasolutions.com/investors, and review the information the company posts on that page.

About Motorola Solutions | Solving for safer

Safety and security are at the heart of everything we do at Motorola Solutions. We build and connect technologies to help protect people, property and places. Our solutions foster the collaboration that’s critical for safer communities, safer schools, safer hospitals, safer businesses, and ultimately, safer nations. Learn more about our commitment to innovating for a safer future for us all at www.motorolasolutions.com.

MEDIA CONTACT

Matt Schuler

Motorola Solutions

+1 312-909-5234

matt.schuler@motorolasolutions.com

INVESTOR CONTACT

Brian Piotrowski

Motorola Solutions

+1 847-576-6899

Brian.Piotrowski@motorolasolutions.com

MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. ©2026 Motorola Solutions, Inc. All rights reserved.

GAAP-1

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In millions, except per share amounts)


	Three Months Ended
	October 3, 2026			September 27, 2025
Net sales from products	$	1,999		$	1,751
Net sales from services	1,377			1,258
Net sales	3,376			3,009
Costs of products sales	800			728
Costs of services sales	808			727
Costs of sales	1,608			1,455
Gross margin	1,768			1,554
Selling, general and administrative expenses	504			485
Research and development expenditures	276			237
Other charges (income)	114			(4)
Intangibles amortization	97			66
Operating earnings	777			770
Other income (expense):
Interest expense, net	(107)			(86)

Other, net	8			41
Total other expense	(99)			(45)
Net earnings before income taxes	678			725
Income tax expense	164			161



Net earnings	514			564

Less: Earnings attributable to non-controlling interests	2			2
Net earnings attributable to Motorola Solutions, Inc.	$	512		$	562






Earnings per common share:
Basic	$	3.09		$	3.37




Diluted	$	3.06		$	3.33



Weighted average common shares outstanding:
Basic	165.5			166.6
Diluted	167.4			169.0

	Percentage of Net Sales*
Net sales from products	59.2		%	58.2		%
Net sales from services	40.8		%	41.8		%
Net sales	100.0		%	100.0		%
Costs of products sales	40.0		%	41.6		%
Costs of services sales	58.7		%	57.8		%
Costs of sales	47.6		%	48.4		%
Gross margin	52.4		%	51.6		%
Selling, general and administrative expenses	14.9		%	16.1		%
Research and development expenditures	8.2		%	7.9		%
Other charges (income)	3.4		%	(0.1)		%
Intangibles amortization	2.9		%	2.2		%
Operating earnings	23.0		%	25.6		%
Other income (expense):
Interest expense, net	(3.2)		%	(2.9)		%

Other, net	0.2		%	1.4		%
Total other expense	(2.9)		%	(1.5)		%
Net earnings before income taxes	20.1		%	24.1		%
Income tax expense	4.9		%	5.4		%
Net earnings	15.2		%	18.7		%
Less: Earnings attributable to non-controlling interests	0.1		%	0.1		%
Net earnings attributable to Motorola Solutions, Inc.	15.2		%	18.7		%
* Percentages may not add up due to rounding

GAAP-2

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In millions, except per share amounts)


	Nine Months Ended
	October 3, 2026			September 27, 2025
Net sales from products	$	5,298		$	4,731
Net sales from services	3,925			3,571
Net sales	9,223			8,302
Costs of products sales	2,130			1,948
Costs of services sales	2,285			2,087
Costs of sales	4,415			4,035
Gross margin	4,808			4,267
Selling, general and administrative expenses	1,439			1,371
Research and development expenditures	788			700
Other charges	188			10
Intangibles amortization	282			142
Operating earnings	2,111			2,044
Other income (expense):
Interest expense, net	(315)			(192)

Other, net	64			100
Total other expense	(251)			(92)
Net earnings before income taxes	1,860			1,952
Income tax expense	420			442



Net earnings	1,440			1,510

Less: Earnings attributable to non-controlling interests	5			5
Net earnings attributable to Motorola Solutions, Inc.	$	1,435		$	1,505





Earnings per common share:

Basic	$	8.66		$	9.02




Diluted	$	8.57		$	8.89

Weighted average common shares outstanding:
Basic	165.7			166.8
Diluted	167.5			169.2

	Percentage of Net Sales*
Net sales from products	57.4		%	57.0		%
Net sales from services	42.6		%	43.0		%
Net sales	100.0		%	100.0		%
Costs of products sales	40.2		%	41.2		%
Costs of services sales	58.2		%	58.4		%
Costs of sales	47.9		%	48.6		%
Gross margin	52.1		%	51.4		%
Selling, general and administrative expenses	15.6		%	16.5		%
Research and development expenditures	8.5		%	8.4		%
Other charges (income)	2.0		%	0.1		%
Intangibles amortization	3.1		%	1.7		%
Operating earnings	22.9		%	24.6		%
Other income (expense):
Interest expense, net	(3.4)		%	(2.3)		%

Other, net	0.7		%	1.2		%
Total other expense	(2.7)		%	(1.1)		%
Net earnings before income taxes	20.2		%	23.5		%
Income tax expense	4.6		%	5.3		%
Net earnings	15.6		%	18.2		%
Less: Earnings attributable to non-controlling interests	0.1		%	0.1		%
Net earnings attributable to Motorola Solutions, Inc.	15.6		%	18.1		%
* Percentages may not add up due to rounding

GAAP-3

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions)


	October 3, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	774	$	1,165
Accounts receivable, net	2,441		2,200
Contract assets	1,535		1,574
Inventories, net	1,511		983
Other current assets	452		378

Total current assets	6,713		6,300
Property, plant and equipment, net	1,203		1,165
Operating lease assets	534		581
Investments	292		187
Deferred income taxes	697		761
Goodwill	7,666		6,800
Intangible assets, net	3,502		3,104
Other assets	534		491

Total assets	$	21,141	$	19,389
Liabilities and Stockholders' Equity

Short-term borrowings	$	750	$	749
Accounts payable	1,049		1,134
Contract liabilities	2,481		2,265
Accrued liabilities	1,839		1,930

Total current liabilities	6,119		6,078
Long-term debt	9,361		8,413
Operating lease liabilities	409		471
Other liabilities	2,166		2,000

Total Motorola Solutions, Inc. stockholders’ equity	3,069		2,410
Non-controlling interests	17		17
Total liabilities and stockholders’ equity	$	21,141	$	19,389

GAAP-4

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In millions)


	Three Months Ended
	October 3, 2026		September 27, 2025
Operating
Net earnings	$	514	$	564
Adjustments to reconcile Net earnings to Net cash provided by operating activities:
Depreciation and amortization	150		115
Contingent earnout adjustment	87		—
Non-cash other charges	10		1
Share-based compensation expenses	103		73



Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
Accounts receivable	(263)		(128)
Inventories	(148)		(23)
Other current assets and contract assets	(33)		(108)
Accounts payable, accrued liabilities and contract liabilities	47		175
Other assets and liabilities	157		52
Deferred income taxes	38		78
Net cash provided by operating activities	662		799
Investing
Acquisitions and investments, net	(1,363)		(4,370)
Proceeds from sales of investments and businesses, net	2		2
Capital expenditures	(73)		(66)

Net cash used for investing activities	(1,434)		(4,434)
Financing
Net proceeds from issuance of debt	942		750
Net proceeds from short-term borrowings	435		923

Repayments of short-term debt	(300)		(70)


Issuances of common stock, net of tax	54		32
Purchases of common stock	(94)		(121)
Payments of dividends	(200)		(182)
Payments of dividends to non-controlling interests	(1)		(1)
Net cash provided by financing activities	836		1,331







Effect of exchange rate changes on total cash and cash equivalents	—		(8)
Net increase (decrease) in total cash and cash equivalents	64		(2,312)
Cash and cash equivalents, beginning of period	710		3,206
Cash and cash equivalents, end of period	$	774	$	894

GAAP-5

Motorola Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In millions)


	Nine Months Ended
	October 3, 2026		September 27, 2025
Operating


Net earnings	$	1,440	$	1,510


Adjustments to reconcile Net earnings to Net cash provided by operating activities:
Depreciation and amortization	441		282

Contingent earnout adjustment	178		—
Non-cash other charges (income)	10		(4)


Share-based compensation expenses	307		213




Changes in assets and liabilities, net of effects of acquisitions, dispositions, and foreign currency translation adjustments:
Accounts receivable	(227)		1
Inventories	(503)		(107)
Other current assets and contract assets	(24)		(230)
Accounts payable, accrued liabilities and contract liabilities	(161)		(280)
Other assets and liabilities	73		101
Deferred income taxes	48		95
Net cash provided by operating activities	1,582		1,581
Investing
Acquisitions and investments, net	(1,587)		(4,835)
Proceeds from sales of investments and businesses, net	8		14
Capital expenditures	(190)		(151)
Proceeds from sales of property, plant and equipment	1		—
Net cash used for investing activities	(1,768)		(4,972)
Financing
Net proceeds from issuance of debt	942		2,733
Net proceeds from short-term borrowings	500		923

Repayments of short-term debt	(500)		(322)
Revolving credit facility renewal fees	—		(5)


Issuances of common stock, net of tax	45		(3)
Purchases of common stock	(543)		(664)

Payments of dividends	(602)		(546)
Payments of dividends to non-controlling interests	(5)		(5)

Net cash provided by (used for) financing activities	(163)		2,111







Effect of exchange rate changes on total cash and cash equivalents	(42)		72
Net decrease in total cash and cash equivalents	(391)		(1,208)
Cash and cash equivalents, beginning of period	1,165		2,102
Cash and cash equivalents, end of period	$	774	$	894

Non-GAAP-1

Motorola Solutions, Inc. and Subsidiaries

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

(In millions)


	Three Months Ended				Nine Months Ended
	October 3, 2026		September 27, 2025		October 3, 2026		September 27, 2025
Net cash provided by operating activities	$	662	$	799	$	1,582	$	1,581
Capital expenditures	(73)		(66)		(190)		(151)
Free cash flow	$	589	$	733	$	1,392	$	1,430

Non-GAAP-2

Motorola Solutions, Inc. and Subsidiaries

Reconciliation of Net Earnings Attributable to MSI to Non-GAAP Net Earnings Attributable to MSI

(In millions)


		Three Months Ended				Nine Months Ended
	Statement Line	October 3, 2026		September 27, 2025		October 3, 2026		September 27, 2025
Net earnings attributable to MSI		$	512	$	562	$	1,435	$	1,505
Non-GAAP adjustments before income taxes:
Share-based compensation expenses	Cost of sales, SG&A and R&D	$	103	$	73	$	307	$	213
Intangible assets amortization expense	Intangibles amortization	97		66		282		142
Contingent earnout adjustment	Other charges (income)	87		—		178		—
Acquisition-related transaction fees	Other charges (income)	29		55		42		63
Reorganization of business charges	Cost of sales and Other charges (income)	12		14		42		45
Fair value adjustments to equity investments	Other (income) expense	9		(8)		1		(21)
Hytera-related legal expenses	SG&A	3		11		9		31
Assessments of uncertain tax positions	Interest income, net, Other (income) expense	1		1		2		2
Legal settlements	Other charges (income)	1		2		5		7
Operating lease asset impairments	Other charges (income)	—		1		5		1
Investment impairments	Other (income) expense	—		2		—		2
Loss on financing issuance costs	Other (income) expense	—		—		—		2


Fixed asset impairments	Other charges (income)	—		—		1		—
Gain on Hytera litigation	Other charges (income)	(13)		(74)		(73)		(94)



Total Non-GAAP adjustments before income taxes		$	329	$	143	$	801	$	393
Income tax expense on Non-GAAP adjustments		56		19		148		70
Total Non-GAAP adjustments after income taxes		273		124		653		323
Non-GAAP Net earnings attributable to MSI		$	785	$	686	$	2,088	$	1,828

Calculation of Non-GAAP Tax Rate

(In millions)


	Three Months Ended						Nine Months Ended
	October 3, 2026			September 27, 2025			October 3, 2026			September 27, 2025
Net earnings before income taxes	$	678		$	725		$	1,860		$	1,952
Total Non-GAAP adjustments before income taxes*	329			143			801			393
Non-GAAP Net earnings before income taxes	1,007			868			2,661			2,345
Income tax expense	164			161			420			442
Income tax expense on Non-GAAP adjustments**	56			19			148			70
Total Non-GAAP Income tax expense	$	220		$	180		$	568		$	512
Non-GAAP Tax rate	21.8		%	20.7		%	21.3		%	21.8		%
*See reconciliation on Non-GAAP-2 table above for detail on Non-GAAP adjustments before income taxes
**Income tax impact of highlighted items

Non-GAAP-2

Reconciliation of Earnings Per Share to Non-GAAP Earnings Per Share*


		Three Months Ended				Nine Months Ended
	Statement Line	October 3, 2026		September 27, 2025		October 3, 2026		September 27, 2025
Net earnings attributable to MSI		$	3.06	$	3.33	$	8.57	$	8.89
Non-GAAP adjustments before income taxes:
Share-based compensation expenses	Cost of sales, SG&A and R&D	$	0.62	$	0.43	$	1.83	$	1.26
Intangible assets amortization expense	Intangibles amortization	0.58		0.39		1.68		0.84
Contingent earnout adjustment	Other charges (income)	0.52		—		1.06		—
Acquisition-related transaction fees	Other charges (income)	0.17		0.33		0.25		0.37
Reorganization of business charges	Cost of sales and Other charges (income)	0.07		0.08		0.25		0.27
Fair value adjustments to equity investments	Other (income) expense	0.05		(0.05)		0.01		(0.12)
Hytera-related legal expenses	SG&A	0.02		0.07		0.05		0.18
Assessments of uncertain tax positions	Interest income, net, Other (income) expense	0.01		0.01		0.01		0.01
Legal settlements	Other charges (income)	0.01		0.01		0.03		0.04
Operating lease asset impairments	Other charges (income)	—		0.01		0.03		0.01
Investment impairments	Other (income) expense	—		0.01		—		0.01
Loss on financing issuance costs	Other (income) expense	—		—		—		0.01


Fixed asset impairments	Other charges (income)	—		—		0.01		—

Gain on Hytera litigation	Other charges (income)	(0.08)		(0.44)		(0.43)		(0.56)
Total Non-GAAP adjustments before income taxes		$	1.97	$	0.85	$	4.78	$	2.32
Income tax expense on Non-GAAP adjustments		0.34		0.12		0.89		0.41
Total Non-GAAP adjustments after income taxes		1.63		0.73		3.89		1.91
Non-GAAP Net earnings attributable to MSI		$	4.69	$	4.06	$	12.46	$	10.80

Diluted Weighted Average Common Shares		167.4		169.0		167.5		169.2
*Indicates Non-GAAP Diluted EPS

Non-GAAP-3

Motorola Solutions, Inc. and Subsidiaries

Reconciliations of Operating Earnings to Non-GAAP Operating Earnings and Operating Margin to Non-GAAP Operating Margin

(In millions)


	Three Months Ended
	October 3, 2026									September 27, 2025
	Products and Systems Integration			Software and Services			Total			Products and Systems Integration			Software and Services			Total
Net sales	$	2,118		$	1,258		$	3,376		$	1,897		$	1,112		$	3,009
Operating earnings ("OE")	446			331			777			458			312			770
Above OE non-GAAP adjustments:
Contingent earnout adjustment	78			9			87			—			—			—
Share-based compensation expenses	69			34			103			53			20			73
Intangible assets amortization expense	59			38			97			44			22			66
Acquisition-related transaction fees	20			9			29			52			3			55
Reorganization of business charges	9			3			12			9			5			14
Hytera-related legal expenses	3			—			3			11			—			11
Legal settlements	—			1			1			1			1			2
Operating lease asset impairments	—			—			—			1			—			1
Gain on Hytera litigation	(13)			—			(13)			(74)			—			(74)


Total above-OE non-GAAP adjustments	225			94			319			97			51			148
Operating earnings after non-GAAP adjustments	$	671		$	425		$	1,096		$	555		$	363		$	918

Operating earnings as a percentage of net sales - GAAP	21.1		%	26.3		%	23.0		%	24.1		%	28.1		%	25.6		%
Operating earnings as a percentage of net sales - after non-GAAP adjustments	31.7		%	33.8		%	32.5		%	29.3		%	32.6		%	30.5		%

Non-GAAP-4

Motorola Solutions, Inc. and Subsidiaries

Reconciliations of Operating Earnings to Non-GAAP Operating Earnings and Operating Margin to Non-GAAP Operating Margin

(In millions)


	Nine Months Ended
	October 3, 2026									September 27, 2025
	Products and Systems Integration			Software and Services			Total			Products and Systems Integration			Software and Services			Total
Net sales	$	5,586		$	3,637		$	9,223		$	5,095		$	3,207		$	8,302
Operating earnings ("OE")	1,112			999			2,111			1,173			871			2,044
Above-OE non-GAAP adjustments:
Share-based compensation expenses	203			104			307			155			58			213
Intangible assets amortization expense	186			96			282			76			66			142
Contingent earnout adjustment	160			18			178			—			—			—
Reorganization of business charges	30			12			42			31			14			45
Acquisition-related transaction fees	22			20			42			54			9			63
Hytera-related legal expenses	9			—			9			31			—			31
Operating lease asset impairments	3			2			5			1			—			1
Legal settlements	3			2			5			4			3			7
Fixed asset impairments	1			—			1			—			—			—
Gain on Hytera litigation	(73)			—			(73)			(94)			—			(94)



Total above-OE non-GAAP adjustments	544			254			798			258			150			408
Operating earnings after non-GAAP adjustments	$	1,656		$	1,253		$	2,909		$	1,431		$	1,021		$	2,452

Operating earnings as a percentage of net sales - GAAP	19.9		%	27.5		%	22.9		%	23.0		%	27.2		%	24.6		%
Operating earnings as a percentage of net sales - after non-GAAP adjustments	29.6		%	34.5		%	31.5		%	28.1		%	31.8		%	29.5		%

Non-GAAP-5

Motorola Solutions, Inc. and Subsidiaries

Reconciliation of Revenue to Non-GAAP Organic Revenue

(In millions)



	Three Months Ended
	October 3, 2026		September 27, 2025		% Change
Net sales	$	3,376	$	3,009	12	%
Non-GAAP adjustments:
Sales from acquisitions	323		112
Organic revenue	$	3,053	$	2,897	5	%

	Nine Months Ended
	October 3, 2026		September 27, 2025		% Change
Net sales	$	9,223	$	8,302	11	%
Non-GAAP adjustments:
Sales from acquisitions	789		115
Organic revenue	$	8,434	$	8,187	3	%