Motorola Solutions (NYSE: MSI) CTO reports option vesting and tax share withholding

Rhea-AI Filing Summary

Motorola Solutions EVP and CTO Mahesh Saptharishi reported routine equity compensation activity and related tax withholding. He exercised 1,484 market stock units into an equal number of common shares and received 2,567 additional shares as part of the same market stock unit payout, reflecting a 173% performance-based payout factor on the third tranche of an award granted in 2023.

On the same date, 19,038 performance-based stock options granted in 2023 vested, with an exercise price of $265.18 per share and an expiration date in 2033. To cover tax obligations on the equity settlements, 4,159.73 shares and 1,241.15 shares were withheld by the company at a reference price of $458.03 per share; these are not open-market sales. After these transactions, he directly holds 29,502.77 common shares and indirectly holds 15.63 shares through the Motorola Solutions, Inc. 401(k) Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SAPTHARISHI MAHESH

(Last) (First) (Middle)

MOTOROLA SOLUTIONS, INC.

500 WEST MONROE ST.

(Street)

CHICAGO IL 60661

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Motorola Solutions, Inc. [ MSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CTO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Motorola Solutions, Inc. - Common Stock	03/09/2026		F(1)		4,159.73	D	$458.03	28,176.92(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2026		M		2,567	A	$0(3)	30,743.92(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2026		F		1,241.15	D	$458.03	29,502.77(2)	D
Motorola Solutions, Inc. - Common Stock								15.63(4)	I	Motorola Solutions, Inc. 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Market Stock Units	(5)	03/09/2026		M			1,484(6)	(6)	(6)	Motorola Solutions, Inc. - Common Stock	1,484	$0	0	D
Performance Options	$265.18	03/09/2026		A		19,038		(7)	03/09/2033	Motorola Solutions, Inc. - Common Stock	19,038	$0	19,038	D

Explanation of Responses:

1. Represents the shares withheld by the Company to satisfy the tax withholding requirement upon settlement (on March 9, 2026 per the award terms) of performance stock units, which were determined to be earned on February 25, 2026 based on performance results for the applicable performance period, as previously reported on a Form 4 as of February 27, 2026.

2. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan, and through the reinvestment of dividends.

3. Represents the vesting (1,484) and payout (2,567) of the third tranche (1/3) of the market stock units (MSU) granted on March 9, 2023 at 173% payout factor and such payment includes 1,083 shares which were above the target number of shares originally reported.

4. Based on plan statement as of March 2, 2026.

5. Each market stock unit ("MSU") converts into shares of common stock on a 1-for-1 basis but the number of MSUs earned varies from 0% to 200% of the target number of MSUs based on the average of the closing price of the Company's common stock on the date of grant and the thirty calendar days immediately preceding the date of grant (referred to as Share Price on Date of Grant) as compared to the closing share price of the Company's common stock on the vesting date and the thirty calendar days immediately preceding the vesting date (referred to as Share Price on Vesting Date). The target number of MSUs is reported in this Report.

6. One third of the MSU award will vest on each of the first, second and third anniversaries of the date of grant and will be converted into shares of common stock based on a payout factor, providedthat the MSUs will only vest if the Share Price on the Vesting Date equals at least 60% of the Share Price on the Date of Grant.

7. Represents the vesting of performance based stock options granted to the reporting person on March 9, 2023 that were eligible to vest on the third anniversary date of the grant or March 9, 2026 based on the satisfaction of certain financial performance objectives. On March 9, 2026, the Company determined that, based on the Company's performance over the applicable performance period, 19,038 options would vest.

Remarks:

	Lauren E. Henderson, on behalf of Mahesh Saptharishi, Executive Vice President and Chief Technology Officer (Power of Attorney on File)	03/11/2026
	** Signature of Reporting Person	Date
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FAQ

What did Motorola Solutions (MSI) executive Mahesh Saptharishi report in this Form 4?

He reported routine equity compensation events, including the vesting and payout of market stock units and performance-based stock options, along with share withholding for taxes. These transactions reflect compensation mechanics rather than open-market buying or selling activity.

How many Motorola Solutions (MSI) stock options vested for Mahesh Saptharishi?

A total of 19,038 performance-based stock options vested, originally granted on March 9, 2023. These options have an exercise price of $265.18 per share and are scheduled to expire on March 9, 2033, subject to plan terms.

Were any of Mahesh Saptharishi’s Motorola Solutions (MSI) shares sold on the market?

No open-market sales were reported. Shares were disposed of under code F, which indicates shares withheld by the company to pay tax obligations on vested awards, not discretionary market sales by the executive.

How many Motorola Solutions (MSI) shares does Mahesh Saptharishi hold after these transactions?

Following the reported transactions, he directly holds 29,502.77 shares of Motorola Solutions common stock and indirectly holds 15.63 shares through the Motorola Solutions, Inc. 401(k) Plan, according to the filing data.

What are market stock units (MSUs) in the context of Motorola Solutions (MSI)?

Each market stock unit converts into one share of common stock, with the number earned ranging from 0% to 200% of target. The payout depends on the comparison of share prices at grant and vesting, averaged over specified 30-day periods.

How were the Motorola Solutions (MSI) performance goals reflected in this Form 4?

The filing notes that 1,484 MSUs vested and 2,567 shares were paid out at a 173% payout factor on the third tranche. It also states that 19,038 performance-based stock options vested after the company met defined financial performance objectives.