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Motorola Solutions (MSI) SVP logs MSU vesting, option grant and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Motorola Solutions, Inc. senior vice president Rajan Naik reported compensation-related equity activity centered on vesting awards and tax withholding, with no open‑market buying or selling. On March 9, 2026, the third tranche of market stock units granted in 2023 vested, converting 742 units and paying out 1,283 shares of common stock at a 173% payout factor, including 541 shares above the original target. To cover tax obligations on vested performance stock units and shares from option exercises, the company withheld a total of 2,242.18 shares of common stock at $458.03 per share. Naik also received a new grant of 9,518 performance-based stock options with a $265.18 exercise price, eligible to vest based on financial performance and expiring in 2033. After these transactions, he directly held about 13,684.22 shares of common stock, plus 11.54 shares held indirectly in the Motorola Solutions 401(k) Plan.

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Insider NAIK RAJAN
Role SVP, Strategy & Ventures
Type Security Shares Price Value
Exercise Market Stock Units 742 $0.00 --
Grant/Award Performance Options 9,518 $0.00 --
Tax Withholding Motorola Solutions, Inc. - Common Stock 1,663.55 $458.03 $762K
Exercise Motorola Solutions, Inc. - Common Stock 1,283 $0.00 --
Tax Withholding Motorola Solutions, Inc. - Common Stock 578.63 $458.03 $265K
holding Motorola Solutions, Inc. - Common Stock -- -- --
Holdings After Transaction: Market Stock Units — 0 shares (Direct); Performance Options — 9,518 shares (Direct); Motorola Solutions, Inc. - Common Stock — 12,979.85 shares (Direct); Motorola Solutions, Inc. - Common Stock — 11.54 shares (Indirect, Motorola Solutions, Inc. 401(k) Plan)
Footnotes (1)
  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. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan, and through the reinvestment of dividends. Represents the vesting (742) and payout (1,283) 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 541 shares which were above the target number of shares originally reported. Based on plan statement as of March 2, 2026. 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. 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. 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, 9,518 options would vest.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
NAIK RAJAN

(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)
SVP, Strategy & Ventures
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) 1,663.55 D $458.03 12,979.85(2) D
Motorola Solutions, Inc. - Common Stock 03/09/2026 M 1,283 A $0(3) 14,262.85(2) D
Motorola Solutions, Inc. - Common Stock 03/09/2026 F 578.63 D $458.03 13,684.22(2) D
Motorola Solutions, Inc. - Common Stock 11.54(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 742(6) (6) (6) Motorola Solutions Inc. - Common Stock 742 $0 0 D
Performance Options $265.18 03/09/2026 A 9,518 (7) 03/09/2033 Motorola Solutions, Inc. - Common Stock 9,518 $0 9,518 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 (742) and payout (1,283) 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 541 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, 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.
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, 9,518 options would vest.
Remarks:
Lauren E. Henderson, on behalf of Rajan S. Naik, Senior Vice President, Strategy & Ventures (Power of Attorney on File) 03/11/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Motorola Solutions (MSI) executive Rajan Naik report in this Form 4?

Rajan Naik reported vesting of market stock units, tax-related share withholding, and a new grant of performance-based stock options. These are compensation and tax events, not open-market trades, and adjust his equity-based incentives and share ownership within Motorola Solutions.

How many performance-based stock options did Rajan Naik receive from Motorola Solutions (MSI)?

Rajan Naik received a grant of 9,518 performance-based stock options at a $265.18 exercise price. These options were eligible to vest based on financial performance objectives and are scheduled to expire in 2033, further aligning his compensation with Motorola Solutions’ long-term performance.

What happened to Rajan Naik’s market stock units at Motorola Solutions (MSI)?

The third tranche of market stock units granted on March 9, 2023 vested, converting 742 units and paying out 1,283 shares at a 173% payout factor. This payout included 541 shares above the original target, reflecting performance relative to share-price metrics over the measurement period.

Why did Motorola Solutions (MSI) withhold shares from Rajan Naik in this filing?

Motorola Solutions withheld 2,242.18 shares of common stock at $458.03 per share to satisfy tax withholding obligations. These withholdings related to the settlement of performance stock units and option activity, functioning as non-market tax payments rather than discretionary sales by the executive.

How many Motorola Solutions (MSI) shares does Rajan Naik hold after these transactions?

After the reported transactions, Rajan Naik directly held about 13,684.22 Motorola Solutions common shares. He also had 11.54 additional shares held indirectly through the Motorola Solutions 401(k) Plan, based on the plan statement dated March 2, 2026 referenced in the filing.

Were any of Rajan Naik’s transactions in Motorola Solutions (MSI) open-market buys or sells?

The reported activity consists of vesting of equity awards, option grants, and shares withheld for taxes, with no open-market purchases or sales. Code F entries indicate tax-withholding dispositions, while codes M and A reflect derivative exercises and grants tied to compensation programs.