STOCK TITAN

Motorola Solutions (NYSE: MSI) CFO equity awards vest with tax withholding

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

Rhea-AI Filing Summary

Motorola Solutions EVP and CFO Jason Winkler reported compensation-related stock transactions involving market stock units and common shares. On March 13, 2026 and March 14, 2026, tranches of previously granted market stock units vested and converted into 1,267 and 1,764 shares of Motorola Solutions common stock, respectively. To cover tax obligations, 781.45 and 561.28 shares were withheld at a price of $473.12 per share, rather than sold on the open market. Winkler also received a new grant of 3,951 market stock units, each convertible into one share of common stock, with payouts ranging from 0% to 200% of the target based on share-price performance. Following these transactions, he directly held 19,717.04 common shares and indirectly held 13.28 shares through the Motorola Solutions 401(k) Plan as of a plan statement dated March 2, 2026.

Positive

  • None.

Negative

  • None.
Insider WINKLER JASON J
Role EVP and CFO
Type Security Shares Price Value
Exercise Market Stock Units 1,260 $0.00 --
Exercise Motorola Solutions, Inc. - Common Stock 1,764 $0.00 --
Tax Withholding Motorola Solutions, Inc. - Common Stock 781.45 $473.12 $370K
Exercise Market Stock Units 1,174 $0.00 --
Exercise Motorola Solutions, Inc. - Common Stock 1,267 $0.00 --
Tax Withholding Motorola Solutions, Inc. - Common Stock 561.28 $473.12 $266K
Grant/Award Market Stock Units 3,951 $0.00 --
holding Motorola Solutions, Inc. - Common Stock -- -- --
Holdings After Transaction: Market Stock Units — 1,259 shares (Direct); Motorola Solutions, Inc. - Common Stock — 21,481.04 shares (Direct); Motorola Solutions, Inc. - Common Stock — 13.28 shares (Indirect, Motorola Solutions, Inc. 401(k) Plan)
Footnotes (1)
  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. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan, and through the reinvestment of dividends. 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. 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.
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*
WINKLER JASON J

(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 CFO
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) 20,278.32(2) D
Motorola Solutions, Inc. - Common Stock 03/13/2026 F 561.28 D $473.12 19,717.04(2) D
Motorola Solutions, Inc. - Common Stock 03/14/2026 M 1,764 A $0(3) 21,481.04(2) D
Motorola Solutions, Inc. - Common Stock 03/14/2026 F 781.45 D $473.12 20,699.59(2) D
Motorola Solutions, Inc. - Common Stock 13.28(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 Jason J. Winkler, Executive Vice President and Chief Financial Officer (Power of Attorney on File) 03/16/2026
** 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) CFO Jason Winkler report in this Form 4?

Jason Winkler reported vesting and conversion of market stock units into Motorola Solutions common shares and related tax-withholding transactions. These were compensation events, not open-market trades, reflecting scheduled equity awards tied to prior grants and share-price performance conditions.

How many Motorola Solutions shares did Jason Winkler receive from vested awards?

Vesting of prior market stock unit awards converted into 1,267 and 1,764 Motorola Solutions common shares on separate dates. These conversions reflect first and second tranches of earlier grants, with payout factors above target based on the company’s share-price performance relative to grant dates.

How were taxes handled on Jason Winkler’s Motorola Solutions equity awards?

Taxes were satisfied by withholding Motorola Solutions shares rather than selling them in the market. Specifically, 781.45 and 561.28 shares were withheld at a price of $473.12 per share, classified as tax-withholding dispositions, not discretionary sales of stock.

What new equity grant did Jason Winkler receive from Motorola Solutions (MSI)?

He received a new grant of 3,951 market stock units, each convertible into one Motorola Solutions common share. The number ultimately earned can range from 0% to 200% of target, depending on the company’s share-price performance between grant and vesting dates.

What are Jason Winkler’s Motorola Solutions share holdings after these transactions?

After the reported transactions, Jason Winkler directly held 19,717.04 Motorola Solutions common shares. He also indirectly held 13.28 additional shares through the Motorola Solutions 401(k) Plan, based on the plan statement dated March 2, 2026, reflecting retirement-plan ownership.

How do Motorola Solutions market stock units (MSUs) work for executives?

Each market stock unit converts into one share of common stock, but the number earned varies from 0% to 200% of target. The payout depends on comparing average share prices around the grant date and vesting date, with vesting also requiring a minimum 60% price threshold.