Motorola Solutions (NYSE: MSI) CEO converts MSUs, withholds shares for taxes

Rhea-AI Filing Summary

Motorola Solutions, Inc. Chairman and CEO Gregory Q. Brown reported compensation-related stock activity involving market stock units (MSUs) and common shares. On March 12, 2026, he received a grant of 19,273 MSUs, each eligible to convert into one share of common stock based on a payout formula.

On March 13 and 14, 2026, tranches of earlier MSU awards vested and were converted into common stock at payout factors of 108% and 140%, resulting in more shares than the original targets. Following these conversions, shares totaling 3,529.55 and 4,332.64 were withheld at $473.12 per share to cover tax obligations, leaving Brown with 85,051.45 common shares held directly. He also reports additional indirect holdings through a 401(k) plan, his wife, and multiple family trusts based on statements as of March 2, 2026.

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^*

BROWN GREGORY Q

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/13/2026		M		7,300	A	$0(1)	83,952.64(2)	D
Motorola Solutions, Inc. - Common Stock	03/13/2026		F		3,529.55	D	$473.12	80,423.09(2)	D
Motorola Solutions, Inc. - Common Stock	03/14/2026		M		8,961	A	$0(3)	89,384.09(2)	D
Motorola Solutions, Inc. - Common Stock	03/14/2026		F		4,332.64	D	$473.12	85,051.45(2)	D
Motorola Solutions, Inc. - Common Stock								6.13(4)	I	Motorola Solutions, Inc. 401(k) Plan
Motorola Solutions, Inc. - Common Stock								2,220	I	Held by wife
Motorola Solutions, Inc. - Common Stock								81,000(5)	I	By Trust
Motorola Solutions, Inc. - Common Stock								21,580(6)	I	By Trust
Motorola Solutions, Inc. - Common Stock								14,343(7)	I	By Trust
Motorola Solutions, Inc. - Common Stock								13,246(8)	I	By Trust
Motorola Solutions, Inc. - Common Stock								62,004	I	2024-1 Grantor Retained Annuity Trust
Motorola Solutions, Inc. - Common Stock								120,500	I	2025-1 Grantor Retained Annuity Trust

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	(9)	03/12/2026		A		19,273		(10)	(10)	Motorola Solutions, Inc. - Common Stock	19,273	$0	19,273	D
Market Stock Units	(9)	03/13/2026		M			6,760(10)	(10)	(10)	Motorola Solutions, Inc. - Common Stock	6,760	$0	13,519	D
Market Stock Units	(9)	03/14/2026		M			6,401(10)	(10)	(10)	Motorola Solutions, Inc. - Common Stock	6,401	$0	6,400	D

Explanation of Responses:

1. Represents the vesting (6,760) and payout (7,300) of the first tranche (1/3) of the market stock units (MSU) granted on March 13, 2025 at 108% payout factor and such payment includes 540 shares which were above the target number of shares originally reported.

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

3. Represents the vesting (6,401) and payout (8,961) of the second tranche (1/3) of the market stock units (MSU) granted on March 14, 2024 at 140% payout factor and such payment includes 2,560 shares which were above the target number of shares originally reported.

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

5. These shares are held in an irrevocable trust for the benefit of the reporting person's wife and children. The reporting person's wife is trustee of this trust.

6. These shares are held in a family trust for the benefit of the reporting person's children. The reporting person's child is trustee of this trust

7. These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust.

8. These shares are held in a non-exempt gift trust for the benefit of the reporting person's child. The reporting person's wife is trustee of this trust.

9. 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.

10. 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, provided that 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.

Remarks:

	Lauren E. Henderson, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File)	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Motorola Solutions (MSI) CEO Gregory Q. Brown report?

Gregory Q. Brown reported vesting and conversion of market stock units into common shares and related tax withholding. These were compensation-driven events, not open-market trades, reflecting scheduled equity award activity and associated share withholding to satisfy tax obligations.

How many market stock units did the Motorola Solutions (MSI) CEO receive?

Gregory Q. Brown received a grant of 19,273 market stock units. Each MSU can convert into one share of common stock, with the actual shares earned varying from 0% to 200% of target based on the company’s share price performance over defined periods.

What payout factors applied to the vested MSUs at Motorola Solutions (MSI)?

Two MSU tranches vested with payout factors of 108% and 140%. These percentages meant Brown received more shares than the target amounts, including 540 and 2,560 shares above the original targets due to strong share price performance over the measurement windows.

Were any Motorola Solutions (MSI) shares sold by the CEO on the market?

The filing shows no open-market sales by Gregory Q. Brown. Instead, shares were withheld at $473.12 per share to cover tax obligations tied to MSU vesting and conversion, which is a standard non-market mechanism rather than a discretionary sale.

How many Motorola Solutions (MSI) shares were withheld for taxes from the CEO’s awards?

A total of 3,529.55 and 4,332.64 common shares were withheld for taxes at a price of $473.12 per share. These withholdings reduced the net shares delivered to Brown but did not involve selling shares into the open market.

What are the CEO’s direct and indirect holdings in Motorola Solutions (MSI) after these transactions?

After the reported activity, Gregory Q. Brown directly holds 85,051.45 common shares. He also reports indirect holdings through a 401(k) plan, his wife, and several family and grantor retained annuity trusts, each with specified share balances as of early March 2026.

How do Motorola Solutions (MSI) market stock units vest for the CEO?

Each MSU grant vests in three equal annual tranches. Vesting and conversion into common stock depend on share-price performance, with MSUs vesting only if the share price at vesting is at least 60% of the share price on the grant date.