Motorola Solutions (NYSE: MSI) SVP logs equity vesting and tax-withheld shares

Rhea-AI Filing Summary

Motorola Solutions SVP and General Counsel James A. Niewiara reported routine equity compensation activity involving market stock units, performance options, and related tax withholding. On March 9, 2026, 593 market stock units vested and converted into the same number of common shares, and a third tranche payout delivered a further 1,025 shares based on a 173% payout factor.

On the same date, 7,614 performance-based stock options granted in 2023 vested at an exercise price of $265.18 per share after the company met specified financial objectives. To cover tax obligations tied to these awards, the company withheld about 2,022 shares of common stock at a reference price of $458.03 per share, a non-market disposition. After these transactions, Niewiara directly owned roughly 17,164 Motorola Solutions common shares, and the filing shows no open-market buying or selling.

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^*

NIEWIARA JAMES A

(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, GENERAL COUNSEL

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)		1,568.05	D	$458.03	16,592.65(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2026		M		1,025	A	$0(3)	17,617.65(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2026		F		454.08	D	$458.03	17,163.57(2)	D

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	(4)	03/09/2026		M			593(5)	(5)	(5)	Motorola Solutions Inc. - Common Stock	593	$0	0	D
Performance Options	$265.18	03/09/2026		A		7,614		(6)	03/09/2033	Motorola Solutions, Inc. - Common Stock	7,614	$0	7,614	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 (593) and payout (1,025) 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 432 shares which were above the target number of shares originally reported.

4. 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.

5. 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.

6. 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, 7,614 options would vest.

Remarks:

	Lauren E. Henderson, on behalf of James A. Niewiara, Senior Vice President, General Counsel (Power of Attorney on File)	03/11/2026
	** Signature of Reporting Person	Date
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FAQ

What did MSI SVP James Niewiara report in this Form 4 filing?

He reported vesting and settlement of equity awards, not open-market trades. 593 market stock units and 1,025 additional shares were delivered, while 7,614 performance-based stock options vested and related tax obligations were settled through share withholding.

How many Motorola Solutions (MSI) performance options vested for James Niewiara?

The filing shows 7,614 performance-based stock options vested for James Niewiara. These options were originally granted on March 9, 2023 and became eligible to vest three years later after the company met specified financial performance objectives over the applicable performance period.

What are the key details of the market stock units in the MSI Form 4?

593 market stock units vested and converted 1-for-1 into common shares. The tranche paid out at a 173% factor, adding 1,025 shares, including 432 above the original target, based on the company’s share price performance over the defined measurement periods.

How many Motorola Solutions (MSI) shares were withheld for taxes in this report?

Approximately 2,022 shares were withheld to satisfy tax obligations tied to the vesting and settlement of equity awards. These tax-withholding dispositions, priced at about $458.03 per share, are non-market transactions and do not represent discretionary open-market sales by the executive.

How many Motorola Solutions (MSI) shares does James Niewiara hold after these transactions?

After the reported equity award vesting, exercises, and tax withholding, James Niewiara directly holds about 17,164 Motorola Solutions common shares. This figure includes shares accumulated through the employee stock purchase plan and dividend reinvestment, as disclosed in the accompanying footnotes.

Do the reported MSI Form 4 transactions indicate insider buying or selling in the market?

The transactions reflect equity award vesting, option grants, and tax withholding rather than market trades. There are no open-market purchases or sales reported; instead, the activity is compensation-related and driven by preset award terms and performance conditions.