Motorola Solutions (NYSE: MSI) CTO exercises MSUs, covers taxes

Rhea-AI Filing Summary

Motorola Solutions EVP and CTO Mahesh Saptharishi reported routine equity compensation activity involving market stock units (MSUs) and related tax withholding. On March 13 and 14, 2026, first and second tranches of prior MSU grants vested and were paid out in common stock, with payout factors of 108% and 140% respectively, resulting in 1,267 and 1,764 shares of Motorola Solutions common stock.

To cover tax liabilities, the issuer withheld 612.60 and 852.89 shares at $473.12 per share, leaving Saptharishi with 31,068.28 shares of common stock held directly after these transactions. On March 12, 2026, he also received a new grant of 3,951 MSUs, which convert into common stock on a 1-for-1 basis with an actual payout range of 0% to 200% of the target, vesting in three annual installments if share-price conditions are met. He additionally holds 15.63 shares indirectly through the Motorola Solutions 401(k) Plan 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^*

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)
03/12/2026

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		1,267	A	$0(1)	30,769.77(2)	D
Motorola Solutions, Inc. - Common Stock	03/13/2026		F		612.6	D	$473.12	30,157.17(2)	D
Motorola Solutions, Inc. - Common Stock	03/14/2026		M		1,764	A	$0(3)	31,921.17(2)	D
Motorola Solutions, Inc. - Common Stock	03/14/2026		F		852.89	D	$473.12	31,068.28(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)	03/12/2026		A		3,951		(6)	(6)	Motorola Solutions, Inc. - Common Stock	3,951	$0	3,951	D
Market Stock Units	(5)	03/13/2026		M			1,174(6)	(6)	(6)	Motorola Solutions, Inc. - Common Stock	1,174	$0	2,346	D
Market Stock Units	(5)	03/14/2026		M			1,260(6)	(6)	(6)	Motorola Solutions, Inc. - Common Stock	1,260	$0	1,259	D

Explanation of Responses:

1. Represents the vesting (1,174) and payout (1,267) 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 93 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 (1,260) and payout (1,764) 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 504 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.

Remarks:

	Lauren E. Henderson, on behalf of Mahesh Saptharishi, Executive Vice President and Chief Technology Officer (Power of Attorney on File)	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did MSI EVP and CTO Mahesh Saptharishi report?

Mahesh Saptharishi reported MSU vesting and related stock issuances. Tranches of earlier market stock unit grants vested in March 2026, paying out 1,267 and 1,764 shares of Motorola Solutions common stock, with a portion of shares withheld to satisfy tax obligations.

How many Motorola Solutions shares does Mahesh Saptharishi hold after these Form 4 transactions?

Following the reported transactions, Mahesh Saptharishi directly holds 31,068.28 shares of Motorola Solutions common stock. He also has an indirect position of 15.63 shares through the Motorola Solutions, Inc. 401(k) Plan, based on a plan statement dated March 2, 2026.

What are market stock units (MSUs) in the MSI Form 4 for Mahesh Saptharishi?

The MSUs convert into Motorola Solutions common stock on a 1-for-1 basis. Actual shares earned can range from 0% to 200% of the target, depending on share price performance between grant and vesting dates, with target MSU counts reported in the filing.

What new equity award did Mahesh Saptharishi receive from Motorola Solutions?

On March 12, 2026, Mahesh Saptharishi received a grant of 3,951 market stock units. These MSUs vest in three equal annual installments, subject to a share-price condition requiring the vesting-date price to be at least 60% of the grant-date share price.

How were taxes handled on Mahesh Saptharishi’s vested shares at Motorola Solutions?

To cover tax liabilities on share payouts, Motorola Solutions withheld 612.60 shares and 852.89 shares of common stock at a price of $473.12 per share. This tax-withholding disposition reduced the net shares delivered but did not involve open-market sales.

What payout factors applied to the vested MSI market stock units for Mahesh Saptharishi?

The first tranche of MSUs granted March 13, 2025 vested at a 108% payout factor, producing 1,267 shares. The second tranche of MSUs granted March 14, 2024 vested at a 140% payout factor, producing 1,764 shares, including shares above the original target amounts.