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[Form 4] Motorola Solutions, Inc. Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4
Rhea-AI Filing Summary

Gregory Q. Brown, Motorola Solutions (MSI) Chairman and CEO, reported simultaneous option exercise and share sales on 09/12/2025. The filing shows the acquisition of 50,000 common shares via performance-based awards and the disposition of 50,000 common shares in a series of market sales with weighted-average prices ranging from $481.29 to $487.97. After the transactions the reporting person directly beneficially owned 46,936.41 shares. The filing also discloses multiple indirect holdings: 2,220 shares held by his wife, trusts holding 81,000, 43,180, 25,143, and 24,046 shares, and grantor retained annuity trusts holding 62,004 and 120,500 shares. The derivative section reports 100,000 performance-option-related units outstanding following the reported activity.

Positive
  • Exercise of performance-based awards: acquisition of 50,000 shares from vested performance options
  • Substantial indirect ownership retained: multiple trusts and family holdings totaling significant additional shares (e.g., 81,000, 120,500) which maintain alignment with shareholders
Negative
  • Material share sales by CEO: disposition of 50,000 shares on 09/12/2025 via multiple transactions at weighted-average prices between $481.29 and $487.97

Insights

TL;DR: CEO exercised 50,000 performance-based awards and sold 50,000 shares the same day; substantial indirect holdings remain in trusts.

The filing documents a same-day exercise/acquisition of 50,000 common shares tied to prior performance awards and concurrent market sales totaling 50,000 shares across multiple trades with weighted-average prices approximately between $481 and $488. Direct ownership after the trades is reported as 46,936.41 shares while meaningful indirect holdings remain in family and grantor trusts, totaling several hundred thousand shares across named vehicles. For investors this is a routine Section 16 disclosure showing monetization of vested awards while retaining substantial family/trust positions.

TL;DR: Insider exercised vested performance awards and executed offsetting sales; significant alignment preserved via trusts.

The report explicitly shows the exercise/acquisition of shares from performance-based awards and immediate disposition of an equal number of shares via multiple sales, a pattern consistent with routine executive liquidity events rather than an indication of governance change. The filing also details extensive indirect ownership held in irrevocable and family trusts and two grantor retained annuity trusts, which demonstrates continued long-term economic alignment with shareholders through structured ownership vehicles.

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*
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)
09/12/2025
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 09/12/2025 M 50,000 A $71.22 96,936.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 696 D $487.7128(2) 96,240.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 1,245 D $486.6848(3) 94,995.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 2,750 D $485.7613(4) 92,245.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 4,648 D $484.7991(5) 87,597.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 13,258 D $484.1156(6) 74,339.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 11,812 D $483.0407(7) 62,527.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 14,103 D $482.173(8) 48,424.41(1) D
Motorola Solutions, Inc. - Common Stock 09/12/2025 S 1,488 D $481.3965(9) 46,936.41(1) D
Motorola Solutions, Inc. - Common Stock 2,220 I Held by wife
Motorola Solutions, Inc. - Common Stock 81,000(10) I By Trust
Motorola Solutions, Inc. - Common Stock 43,180(11) I By Trust
Motorola Solutions, Inc. - Common Stock 25,143(12) I By Trust
Motorola Solutions, Inc. - Common Stock 24,046(13) 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
Performance Options $71.22 09/12/2025 M 50,000 (14) 03/10/2026 Motorola Solutions, Inc. - Common Stock 50,000 $0 100,000 D
Explanation of Responses:
1. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends.
2. $487.7128 is the weighted average sales price. Prices for this transaction ranged from $487.07 to $487.97. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3. $486.6848 is the weighted average sales price. Prices for this transaction ranged from $486.19 to $487.01. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. $485.7613 is the weighted average sales price. Prices for this transaction ranged from $485.47 to $486.10. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
5. $484.7991 is the weighted average sales price. Prices for this transaction ranged from $484.48 to $485.325. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
6. $484.1156 is the weighted average sales price. Prices for this transaction ranged from $483.49 to $484.395. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
7. $483.0407 is the weighted average sales price. Prices for this transaction ranged from $482.55 to $483.45. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
8. $482.1730 is the weighted average sales price. Prices for this transaction ranged from $481.64 to $482.51. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
9. $481.3965 is the weighted average sales price. Prices for this transaction ranged from $481.29 to $481.54. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
10. 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.
11. 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.
12. 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.
13. 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.
14. These performance based stock options vested on March 10, 2019, upon the attainment of the satisfaction of certain financial performance objectives.
Remarks:
James A. Niewiara, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File) 09/16/2025
** 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 transactions did Gregory Q. Brown report on Form 4 for MSI?

The filing reports the acquisition of 50,000 common shares tied to performance-based awards and the sale of 50,000 common shares on 09/12/2025.

At what prices were the MSI shares sold by the reporting person?

Sales were executed across multiple trades with weighted-average prices reported in the filing ranging from $481.29 to $487.97.

How many MSI shares does Gregory Q. Brown directly and indirectly own after these transactions?

Direct beneficial ownership reported after the transactions is 46,936.41 shares; indirect holdings include 2,220 (held by wife) and trusts holding 81,000, 43,180, 25,143, 24,046, 62,004, and 120,500 shares.

Were the acquired shares the result of option exercise or another plan?

Yes. The filing shows the shares relate to performance options that vested and were credited as underlying common stock; the derivative table references performance options and shows related amounts.

Does the Form 4 indicate any change in executive title or relationship to MSI?

No. The filing lists Gregory Q. Brown as Chairman and CEO and indicates he is a director and officer; no change of title is reported.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed by James A. Niewiara on behalf of Gregory Q. Brown (power of attorney on file) with a signature date of 09/16/2025.
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