Motorola Solutions (NYSE: MSI) CFO reports MSU vesting, tax withholding and option grant

Rhea-AI Filing Summary

Motorola Solutions EVP and CFO Jason Winkler reported several equity compensation events. He exercised market stock units, receiving 1,484 shares of common stock, and a related payout delivered an additional 2,567 shares based on a 173% payout factor for the vested tranche.

To cover tax obligations on these vestings, the company withheld 3,572.48 shares and 1,137.18 shares at a price of $458.03 per share, which were delivered back to the issuer rather than sold on the open market. Winkler also received 19,038 performance-based stock options with a conversion price of $265.18 per share that vest on performance conditions.

Following these transactions, he directly holds 19,011.32 shares of Motorola Solutions common stock, plus 13.28 shares held indirectly through the Motorola Solutions, Inc. 401(k) Plan.

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^*

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)
03/09/2026

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)		3,572.48	D	$458.03	17,581.5(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2026		M		2,567	A	$0(3)	20,148.5(2)	D
Motorola Solutions, Inc. - Common Stock	03/09/2026		F		1,137.18	D	$458.03	19,011.32(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)	03/09/2026		M			1,484(6)	(6)	(6)	Motorola Solutions, Inc. - Common Stock	1,484	$0	0	D
Performance Options	$265.18	03/09/2026		A		19,038		(7)	03/09/2033	Motorola Solutions, Inc. - Common Stock	19,038	$0	19,038	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 (1,484) and payout (2,567) 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 1,083 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, 19,038 options would vest.

Remarks:

	Lauren E. Henderson, on behalf of Jason J. Winkler, Executive Vice President and Chief Financial Officer (Power of Attorney on File)	03/11/2026
	** Signature of Reporting Person	Date
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FAQ

What did Motorola Solutions (MSI) CFO Jason Winkler report in this Form 4?

Jason Winkler reported equity compensation activity, not open-market trades. He received shares from vesting market stock units and a related payout, had shares withheld to cover taxes, and was granted performance-based stock options tied to future financial performance conditions.

How many Motorola Solutions (MSI) shares did the CFO receive from vesting awards?

The CFO received 1,484 shares plus a 2,567-share payout. These shares came from the vesting and payout of the third tranche of market stock units granted in 2023, which paid out at a 173% factor based on the company’s share price performance.

Were any Motorola Solutions (MSI) shares sold on the open market in this filing?

No open-market sales were reported. Shares totaling 3,572.48 and 1,137.18 were withheld by the company at $458.03 per share to satisfy tax obligations on vesting awards, a standard mechanism that does not reflect discretionary selling into the market.

What new stock options did the Motorola Solutions (MSI) CFO receive?

He received 19,038 performance-based stock options. These options have an exercise price of $265.18 per share and were eligible to vest on March 9, 2026, based on the company meeting specified financial performance objectives over the relevant performance period.

How many Motorola Solutions (MSI) shares does the CFO hold after these transactions?

After the transactions, the CFO directly holds 19,011.32 shares. He also has an additional 13.28 shares held indirectly through the Motorola Solutions, Inc. 401(k) Plan, according to plan statement information dated March 2, 2026.

What are market stock units (MSUs) in the Motorola Solutions (MSI) plan?

MSUs convert into common stock on a 1-for-1 basis. However, the number earned can range from 0% to 200% of the target, depending on Motorola Solutions’ average share price at grant versus at vesting over specified 30-day periods.