Dear Fellow Motorola Solutions Shareholder:

At Motorola Solutions, our purpose is safety and security. We are defined by a mission: to provide our customers across public safety, defense and enterprise with technology leadership that enables people, property and places to be safer. The need for resilient, real-time intelligence has never been greater, and Motorola Solutions is committed to building, connecting and supporting the technologies that help address the world’s rapidly evolving and increasingly complex challenges.

We believe that architecture resiliency is the foundational difference that sets Motorola Solutions apart. Grounded in our mission-critical communications expertise, we enable the connectivity platform and services that integrate the best of land mobile radio, broadband and mobile ad-hoc networks (MANET) to support our customers with scale, security and reliability.

Reflecting on 2025, I’m proud of our execution, with our leadership evident in another year of outstanding financial performance. We achieved revenue of approximately $11.7 billion, representing 8% growth, and generated $2.8 billion in operating cash flow, representing 19% growth. We also ended the year with a record backlog of $15.7 billion. These results, supported by a solid balance sheet, provide us with the flexibility to invest.

A cornerstone of our value creation is our disciplined capital allocation. In 2025, Motorola Solutions deployed over $8 billion across strategic acquisitions, research and development, capital expenditures and direct shareholder returns:

We continue to invest in our global workforce of approximately 23,000 while also proactively refreshing our Board, adding five new independent directors in the last four years. We remain focused on the opportunities ahead, centered on building a safer future for the customers and communities we serve. Thank you for your continued investment and support.

Gregory Q. Brown

Chairman and CEO

April 2, 2026

NOTICE OF 2026 VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

Annual Meeting Date: Monday, May 18, 2026

Time: 10:00 a.m. Central Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/MSI2026

This year’s virtual annual meeting (the “Annual Meeting”) will be held entirely online via live audio webcast. The Annual Meeting will begin promptly at 10:00 a.m. Central Time. For more information regarding how to attend the Annual Meeting online, please see the section titled “User’s Guide” on page 84 of this Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has internet connectivity. There will be no physical location for shareholders to attend. Shareholders may only attend, vote, and submit questions during the Annual Meeting by logging in at www.virtualshareholdermeeting.com/MSI2026 and entering the 16-digit control number included in their Notice of Internet Availability of Proxy Materials (the “Notice”), voting instruction form, or proxy card. Shareholders who hold shares through the Motorola Solutions 401(k) Plan may attend and submit questions during the Annual Meeting and may only vote shares held through the Motorola Solutions 401(k) Plan in advance of the Annual Meeting as described in this Proxy Statement, but may not vote such shares virtually at the Annual Meeting.

The purpose of the meeting is to:

Only Motorola Solutions shareholders of record at the close of business on March 19, 2026 (the “record date”) will be entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof. The Notice, which contains instructions regarding how to access this Proxy Statement, the proxy card and the Company’s 2025 Annual Report, is first being mailed to shareholders on or about April 2, 2026. In addition, this Proxy Statement, the proxy card and the Company’s 2025 Annual Report will be available on or about April 2, 2026 at www.ProxyVote.com.

If you are a “street name” shareholder (meaning that your shares are registered in the name of your broker, bank or other nominee), you will receive instructions from such bank, broker or other nominee describing how to vote your shares.

By order of the Board of Directors,

Kristin L. Kruska

Secretary

THIS MEETING WILL TAKE PLACE ONLINE ONLY. THERE IS NO PHYSICAL LOCATION. In order to attend the meeting as a shareholder, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. *Shareholders who hold shares through the Motorola Solutions 401(k) Plan may attend and submit questions during the Annual Meeting and may only vote shares held through the Motorola Solutions 401(k) Plan in advance of the Annual Meeting as described in this Proxy Statement, but may not vote such shares virtually at the Annual Meeting.

PROXY STATEMENT

This proxy statement (the “Proxy Statement”) is being furnished to holders of common stock, $0.01 par value per share (the “Common Stock”) of Motorola Solutions, Inc. (“we,” “our,” “Motorola Solutions,” “MSI” or the “Company”). Proxies are being solicited on behalf of the Board of Directors of the Company (the “Board”) to be used at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/MSI2026 on Monday, May 18, 2026 at 10:00 a.m. Central Time, for the purposes set forth in the Notice of 2026 Virtual Annual Meeting of Shareholders. This Proxy Statement is dated April 2, 2026 and is being distributed to shareholders on or about April 2, 2026.

WHAT IS MOTOROLA SOLUTIONS?

Motorola Solutions’ business is safety and security. Every day our approximately 23,000 employees work to deliver on our commitment of helping to create safer communities, safer schools, safer hospitals, safer businesses, and ultimately, safer nations. We are a global leader in mission-critical safety and security technologies for public safety, government, including defense, and enterprise customers, grounded in nearly 100 years of close customer and community collaboration. Headquartered in Chicago, we design and advance technology for more than 100,000 customers in over 100 countries. We are driven by our goal to make everywhere safer for all.

PERFORMANCE AND ACCOMPLISHMENTS

TOTAL SHAREHOLDER RETURN (in percent)

PERFORMANCE HIGHLIGHTS SINCE 2011

= Chair of Committee

DIRECTOR NOMINEE STATISTICS

SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES

Skills and Experience Detail:

Relevant industry experience – Directors who possess an understanding of financial, operational and strategic issues facing public safety agencies, defense organizations and enterprises bring valuable insight to our business.

Public company CEO, division CEO or CFO – Directors who have served in relevant public company senior leadership positions bring unique experience and perspective to our business.

Financial and accounting expertise – Directors with a deep understanding of financial markets, accounting principles and methodologies and financial reporting processes are well-suited to oversee our financial position, results of operations and related financial reporting.

Technology experience – Directors with experience in innovation and technology, including engineering and AI across video and software platforms, are strategically equipped to help our business in “Solving for safer” to help protect people, property and places.

Cybersecurity and privacy experience – Directors with experience in cybersecurity and data privacy risk bring valued perspective to our delivery of mission-critical systems that help our public safety, defense, critical infrastructure and enterprise customers detect and protect against these threats.

Software and services business experience – Directors with experience in software and services are uniquely positioned to manage our business’s growing focus on software and recurring services.

Global business experience – Directors with experience overseeing non-U.S. operations, global business cultures and multicultural customer preferences assist in managing our global operations and supply chain, supporting customers in over 100 countries around the world.

Government, public policy or regulatory experience – Directors with U.S. and multi-national government affairs, policy or regulatory experience are uniquely qualified to provide guidance to our business, which primarily serves governmental entities.

Private equity, investment banking or capital allocation experience – Directors with private equity, investment banking or capital allocation experience are particularly skilled to help address our business’s complex financial transactions.

Public company board experience – Directors who currently serve, or have served, on other public company boards, maintain a thorough understanding of corporate governance practices and policies and assist in maintaining relationships between the corporate board and senior management.

Human capital management experience – Directors with experience managing people and teams, including with respect to recruitment, retention, development and compensation, provide strategic value in overseeing our human capital management efforts, as we operate in a competitive talent market, particularly with respect to software and cloud computing infrastructure engineers, as well as employees in data science and AI.

GOVERNANCE HIGHLIGHTS (page 14)

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS (page 34)

Corporate responsibility is embedded in our strategy and operations. We have an Executive Management Governance Team, co-chaired by two members of our management’s Executive Committee, that develops and implements strategies and programs across our global organization to responsibly shape our corporate impact. Our program centers around the following six pillars:

In addition to our efforts preparing for upcoming regulations in a number of areas, the following is a sampling of our efforts in 2025, organized across our six pillars:

Proposal Number 1 of this Proxy Statement enables you to vote on the members of your Board.^* We open the Proxy Statement with this proposal because we believe there is no more important vote than that of electing the fiduciaries who oversee Motorola Solutions on your behalf.

To inform that vote, we provide you information here on, among other topics:

OUR BOARD – WHO WE ARE

Our Board has nominated and recommends eight individuals for election to our Board at the Annual Meeting. These individuals are as follows:

Gregory Q. Brown

Nicole Anasenes

Kenneth D. Denman

Ayanna M. Howard

Mark E. Lashier

Peter A. Leav

Elizabeth D. Mann

Joseph M. Tucci

Our Board believes that each nominee has the skills, experience and personal qualities our Board seeks in its directors, and that the combination of these nominees creates an effective and well-functioning Board, with a multitude of perspectives, viewpoints, backgrounds and professional experiences that best serves our Board, the Company and our shareholders.

Each of the nominees named is currently a director of the Company. The ages shown are current as of the date of this Proxy Statement.

Each of the director nominees (other than Messrs. Lashier and Leav) was elected at the annual meeting of shareholders held on May 15, 2025. As previously announced, on November 18, 2025, the Board increased the number of directors of the Company from seven to eight, and elected Mr. Lashier to serve as a director, effective immediately. Also as previously announced, on March 12, 2026, the Board increased the number of directors of the Company from eight to nine, and elected Mr. Leav to serve as a director, effective immediately after the conclusion of the March 12, 2026 Board and committee meetings. Mr. Mondre has not been nominated for re-election at the Annual Meeting. Mr. Mondre has been a valuable member of the Board during his tenure, and the Board thanks him for his years of service. The size of the Board will be reduced to eight members, effective as of, and contingent upon, the election of the eight director nominees at the Annual Meeting.

Included in each nominee’s biography is a description of select key qualifications, experience and characteristics that led our Board to conclude that each nominee is qualified to serve as a member of our Board.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE EIGHT NOMINEES NAMED HEREIN AS DIRECTORS. UNLESS OTHERWISE INDICATED ON YOUR PROXY, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF SUCH EIGHT NOMINEES AS DIRECTORS.

OUR BOARD’S QUALIFICATIONS

We believe our Board should be comprised of individuals with appropriate skills and experiences to meet its board governance responsibilities and contribute effectively to the Company. Our Governance and Nominating Committee carefully considers the skills and experiences of current directors and new candidates to ensure that they meet the needs of the Company before nominating directors for election to our Board. All of our non-employee directors serve on Board committees, further supporting our Board by providing expertise to those committees. The needs of the committees also are reviewed when considering nominees to our Board. Our Board has a deep working knowledge of matters common to large companies and is comprised of individuals with a mix of attributes, skills and qualifications which include, with respect to our eight director nominees:

Specific experience, qualifications, attributes and skills of our nominees are listed in the biographies above.

HOW OUR BOARD IS SELECTED AND ASSESSED

Director Nominating Process

The Governance and Nominating Committee recommends candidates to our Board it believes are qualified and suitable to become members of our Board. The Governance and Nominating Committee also considers the performance of incumbent directors in determining whether to recommend them for re-election. The Governance and Nominating Committee considers recommendations from many sources, including members of our Board (e.g., Messrs. Lashier and Leav), management and search firms. From time to time, Motorola Solutions hires search firms to help identify and facilitate the screening and interview process of director candidates. In 2025, we continued our retention of Russell Reynolds to assist with this process. Russell Reynolds compiles a list of candidates (which may include candidates recommended by the Board, the Company or other search firms), evaluates each candidate and makes recommendations to the Governance and Nominating Committee. They screen candidates based on our Board’s criteria, perform reference checks, prepare a biography of each candidate for the Governance and Nominating Committee’s review and help arrange interviews if necessary. The Governance and Nominating Committee and the Chairman of the Board will conduct interviews with candidates who meet our Board’s criteria. The Governance and Nominating Committee has full discretion in considering potential candidates and making its nominations to our Board.

The Governance and Nominating Committee will consider nominees recommended by Motorola Solutions shareholders as described below. A description of certain considerations our Governance and Nominating Committee reviews in evaluating director nominees is described in “Skills and Experience” on page 15 of this Proxy Statement. A shareholder wishing to propose a candidate for consideration should forward the candidate’s name and information about the candidate’s qualifications in writing to Secretary, Motorola Solutions, Inc., 500 West Monroe Street Chicago, IL 60661. Our Secretary will forward all recommendations received to the Chair of our Governance and Nominating Committee for discussion and consideration. A shareholder who wishes to directly nominate an individual as a director candidate, rather than recommending the individual to the Governance and Nominating Committee as a nominee, must comply with the advance notice requirements for shareholder nominations set forth in Article III, Section 13 of our Bylaws (including the requirement to provide reasonable evidence that such shareholder has complied with the requirements of Rule 14a-19 of the Securities Exchange Act, as amended (the “Exchange Act”)) or the proxy access process set forth in Article III, Section 17 of our Bylaws. See the section titled “Important Dates for the 2027 Annual Meeting” on page 88 of this Proxy Statement for further information on these procedures.

Governance and Nominating Committee Director Commitment Level Assessment

Our Board recognizes that a robust evaluation and assessment process is an essential component of strong corporate governance practices and promoting Board effectiveness. The Governance and Nominating Committee oversees an annual assessment of our director nominees’ director commitment levels with respect to service on other public company boards. Our director commitment policy in our Board Governance Guidelines provides that the Chairman of the Board and the Lead Independent Director may serve on no more than four public boards (including our own, unless the Chairman of the Board is a “named executive officer,” in which case such limit shall be three public boards), and all other director nominees may serve on no more than five public boards (including our own), in each case with consideration given to public company leadership roles (the “Director Commitment Policy”).

With respect to the Governance and Nominating Committee’s annual review of director commitment levels, the Governance and Nominating Committee affirms that all director nominees are compliant with the Director Commitment Policy as of the date of this Proxy Statement.

Skills and Experience

Our Board seeks members with varying professional backgrounds and other characteristics who combine a broad spectrum of experience and expertise with a reputation for integrity. As stated in our Board Governance Guidelines, when selecting directors, our Board and the Governance and Nominating Committee review and consider many factors, including: experience in the context of the Board’s needs; integrity; leadership qualities; ability to exercise sound judgment; existing time commitments; and independence. They also consider ethical standards. Our Board and the Governance and Nominating Committee recognize the importance of a Board representing a multitude of knowledge and experiences and strive to nominate directors with a variety of complementary skills, backgrounds and perspectives so that, as a group, the Board will possess the appropriate talent, skills, experience and expertise to oversee the Company’s businesses. The Governance and Nominating Committee annually assesses the effectiveness of its director nomination process and the Board Governance Guidelines.

Board Assessment and Director Peer Review and Process

Our Board recognizes that a robust evaluation and assessment process is an essential component of strong corporate governance practices and promoting Board effectiveness. The Governance and Nominating Committee oversees an annual assessment process of our director nominees. Our Board Governance Guidelines provide that, at a minimum, the annual assessment of director nominees will address the overall effectiveness, achievement of mission, discharge of responsibilities, structure, meetings, processes, relationships with management and Board and committee development. Such assessment process also includes the following steps:

1		The Governance and Nominating Committee reviews the format of the Board assessment and director peer review process as necessary to help ensure that the solicited feedback remains relevant and appropriate.
2		Each director completes an annual self-assessment of the Board and the committees on which such director serves. These self-assessments are designed to help assess the skills, qualifications, and experience represented on the Board and its committees, and to determine whether the Board and its committees are functioning effectively.
3		The results of this annual self-assessment are discussed by the full Board and each committee, as applicable, and changes to the Board’s and its committees’ practices are implemented as appropriate.
4		The Lead Independent Director also conducts a confidential director peer review process. As part of this process, the Lead Independent Director speaks with each other director individually to obtain insights regarding the contributions of other directors (and the Chairman of the Board may speak with each other director regarding the contributions of the Lead Independent Director), and to discuss issues in greater depth and obtain more targeted feedback with respect to Board, committee and individual director effectiveness.

With respect to Mr. Brown, the Compensation and Leadership Committee also conducts an annual review of his performance as CEO, as described in our Board Governance Guidelines and the charter of the Compensation and Leadership Committee.

Board Refreshment

Our Board believes that a degree of Board refreshment is important to ensure that Board composition is aligned with the changing needs of the Company and the Board, and that fresh viewpoints and perspectives are regularly considered. Our Board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides significant value, and therefore a significant degree of continuity year-over-year should be expected. Our current director nominee tenure and board refreshment statistics as of the date of the Annual Meeting are as follows:

DIRECTOR NOMINEE TENURE		BOARD REFRESHMENT
		+5  Directors  added				-4  Directors  retired
		over the last 4 years   since Feb.2022

Our Board believes both that refreshment is an important consideration in assessing Board composition, and that the best interests of the Company and its shareholders are served by being able to take advantage of all available talent. Therefore, our Board does not have absolute limits on a director’s age or the length of time that a director may serve, but considers the age and tenure of directors as two of several factors in re-nomination decisions. In February 2026, we amended our Board Governance Guidelines to remove the mandatory retirement age of 75 for non-executive directors. The Board implemented this change in recognition of the significant continued contributions that experienced directors, with meaningful knowledge of the Company, bring to effective Board oversight. In approving this change, the Board recognized that the prior retirement age of 75 for non-executive directors could result in the arbitrary and premature loss of active directors. The Board also acknowledged its robust director refreshment process, including through the evaluation and assessment process described above, and determined that the Company and its shareholders are best served by retaining the flexibility afforded by this change.

HOW OUR BOARD GOVERNS THE COMPANY

We believe that the governance tone of a company is set at the top. Our Board has:

Board Governance Practices and Principles

We adhere to a number of good board governance practices and principles:

Corporate Governance Practices and Principles

We maintain a strong foundation of corporate governance practices and principles:

Compensation Governance Practices and Principles

We maintain a robust compensation governance framework:

Governance of Risks and Corporate Controls

We maintain comprehensive governance of risks and corporate controls:

We encourage you to visit www.motorolasolutions.com/investors/corporate-governance to obtain more information and view our governance documents, including our Code of Business Conduct and our Board Governance Guidelines, which are publicly available on such website. The information contained on or accessible through our corporate website is not incorporated by reference into and is not a part of this Proxy Statement. Any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business Conduct will be posted on our website within four business days following the date of the amendment or waiver. There were no waivers in 2025.

Human Capital Management and Succession Planning

Our Board believes that human capital management and succession planning are critical to the Company’s success. Our Board’s involvement in leadership development and succession planning is ongoing throughout the year, and our Board provides input on important decisions in each of these areas. Our Board has primary responsibility for succession planning for the CEO and oversight of other senior management positions. The Compensation and Leadership Committee oversees the development of the process and will periodically report to our Board on succession planning, as described in our Board Governance Guidelines. In the event the Board is required to appoint a new CEO, the entire Board will work with the Compensation and Leadership Committee, or a special committee designated by our Board, to nominate and evaluate potential successors to the CEO. To prepare for such an eventuality, our Board has reviewed short and long-term succession plans for the CEO and other members of management who are part of our Executive Committee. When assessing possible CEO candidates, our Board identifies skills and behavioral characteristics it considers a requirement for the Company’s CEO. Our Board evaluates these succession plans with the overall business strategy in mind. When possible, potential leaders are introduced to our Board through presentations or separate events. The Compensation and Leadership Committee is also regularly updated on key talent indicators for the overall workforce, including recruiting, attrition and development programs.

Risk Oversight

Our approach to enterprise risk management is designed to effectively identify, assess, prioritize, mitigate, and monitor the Company’s principal risks. Management is responsible for the Company’s day-to-day risk management activities. Our Board’s role is to exercise informed risk oversight, which is done both directly and indirectly through its committees. Our Board oversees the business of the Company, including CEO and senior management performance and risk management, to assure that the long-term interests of the shareholders are being served. Each committee of the Board is also responsible for reviewing the risk exposure of the Company related to the committee’s areas of responsibility and providing input to management on such risks. Management and our Board have a robust process embedded throughout the Company to identify, analyze, manage and report all significant risks facing the Company. Our CEO and other senior managers regularly report to our Board on significant risks facing the Company, including financial, macroeconomic, cybersecurity and data privacy, AI, operational, strategic, reputational, M&A/integration and regulatory and compliance risks. Each of the Board committees reviews with management significant risks related to the committee’s area of responsibility and reports to the Board on such risks.

While each committee is responsible for reviewing significant risks in the committee’s area of responsibility, the entire Board is regularly informed about such risks through committee reports and presentations. The oversight of specific risks by Board committees enables the entire Board to oversee risks facing the Company more effectively and develop strategic direction taking into account the effects and magnitude of such risks. The independent Board members also discuss the Company’s significant risks when they meet in executive session without management.

Our audit services department has a very important role in the risk management program, providing management and the Audit Committee with an overarching and objective view of the risk management activities of the Company. Audit services identifies and conducts engagements utilizing inputs from our annual enterprise risk management assessment, which considers the probability, impact and velocity of potential risks. The engagements span financial, operational, strategic and compliance risks, with a view to assessing risks over a two-year time horizon. The engagement results assist management in maintaining acceptable risk levels. The Vice President of Audit Services reports directly to the Audit Committee as well as the Chief Financial Officer and meets regularly with the Audit Committee and its chairperson, including in executive sessions.

In addition, we have a Vice President of Ethics & Compliance who reports directly to the General Counsel and who meets regularly with the Audit Committee and its chairperson, including in executive session.

Additional detail regarding the manners in which our Board and its committees undertake their risk oversight responsibilities include the following:

Board Oversight of Risks Related to Cybersecurity Threats

One area which our Board views as important to our ability to execute strategy and achieve long-term sustainable growth is oversight and effective management of risks related to cybersecurity threats. Our Board has delegated to the Audit Committee the responsibility to oversee risks related to cybersecurity threats as part of our enterprise risk management program. Specifically, subject to oversight by the full Board, the Vice President of Cybersecurity & Information Technology Infrastructure provides the Audit Committee with periodic cybersecurity and information security reports, including recent cybersecurity incidents and the potential threat landscape pertaining to the cybersecurity of our products and operations. In addition, a subset or the full group of certain individuals, such as our Chief Information Officer, Vice President of Cybersecurity & Information Technology Infrastructure, and Data Protection Officer, present at least once per year to the Audit Committee regarding cybersecurity and data privacy risk topics. For further information regarding our oversight of risks related to cybersecurity threats, please refer to Part I, Item 1C. of our Annual Report on Form 10-K for the year ended December 31, 2025.

Board Oversight of Risks Related to AI

Our Board has been highly engaged with management regarding notable developments as we increasingly leverage AI (including generative AI) in our offerings, as well as increasingly utilize AI within the Company to help improve our employees’ productivity and efficiency. In addition to oversight by the full Board, our Board has delegated to the Audit Committee the responsibility to oversee risks related to AI as part of our enterprise risk management program. The Board and the Audit Committee receive regular updates regarding AI from members of the Motorola Solutions Technology Advisory Committee (the “MTAC”), including from a member of our management’s Executive Committee and our Corporate Vice President, Products, Channel, Litigation & Intellectual Property Law; and from our executive finance team. The MTAC was commissioned by our management’s Executive Committee in an effort to ensure that our technological advancements remain aligned with our purpose and ethics, and are informed by the broader implications to our customers, the communities we serve and society at large. In addition, our AI in MSI Operations council, which is headed by various members of management, including a member of our Executive Committee, governs efforts within the Company to utilize AI in a responsible manner to help improve both employee productivity and efficiency and customer outcomes.

Shareholder Engagement

We recognize the value of listening to and considering the perspectives of our shareholders. Developing relationships with our shareholders is an integral part of that process and we routinely engage with, and collect feedback from, our shareholders on a variety of topics, through both our investor relations team and shareholder outreach. Our senior management team maintains regular contact with a broad base of investors, including through quarterly earnings calls and other channels of communication, to understand their concerns. In addition, we have a robust shareholder outreach program, which is a recurring effort led by a cross-functional team that includes members of our investor relations, legal, executive rewards, environmental, health and safety and ethics teams, with participation from our information technology team. In 2025, we held discussions with a diverse cross-section of our shareholders. Specifically, during the spring of 2025, we contacted our top 25 shareholders (owning approximately 50% of our outstanding stock) to collect feedback, and in the fall and winter of 2025, we offered to engage again with such top 25 shareholders (owning approximately 54% of our outstanding stock). These discussions covered various corporate responsibility, compensation, corporate governance, operational and financial performance matters. One recent example of an enhancement to our practices based on feedback from our shareholders includes updating our director skills matrix in this Proxy Statement. For additional information regarding our 2025 shareholder engagement efforts, see the section titled “Say on Pay Vote Results and Shareholder Engagement” on page 35 of this Proxy Statement.

We are continuing our program of active shareholder engagement during fiscal year 2026, including participation at industry and investment community conferences, analyst meetings, and select one-on-one meetings with shareholders.

In addition to direct engagement, we have instituted a number of complementary mechanisms that allow shareholders to effectively communicate with the Board and management, including the policy regarding direct correspondence with individual directors and the Board as a whole described in the section entitled “How You Can Communicate with our Board” on page 25 of this Proxy Statement, a commitment to thoughtfully consider shareholder proposals submitted to the Company, an annual advisory vote to approve executive compensation, and attendance at our annual shareholder meetings. Our investor relations website (at www.motorolasolutions.com/investors) features substantive information and materials for the reference of our shareholders, including earnings and conference presentations, corporate governance documents, public filings and news releases. The information contained in or accessed through our corporate website, as described in this “Shareholder Engagement” section, is not incorporated by reference into and is not a part of this Proxy Statement.

COMMITTEES OF THE BOARD

To assist it in carrying out its duties, our Board has delegated certain authority to several committees. Our Board currently has the following standing committees: (1) Audit, (2) Compensation and Leadership, (3) Governance and Nominating, and (4) Executive. The charters for each of the Audit Committee, Compensation and Leadership Committee and Governance and Nominating Committee are available on our website at www.motorolasolutions.com/investors/corporate-governance. Committee membership as of December 31, 2025 (except as otherwise noted), the number of meetings of each committee during 2025, and the key responsibilities of each committee and independence information are described below:

Attendance at Board Meetings

Our Board held seven meetings during 2025. During 2025, all but two incumbent directors attended 100% of the combined total meetings of the Board and the committees on which such director served for the period for which such director served. The remaining two incumbent directors attended 78% and 94% of such meetings. At the Board meetings, independent directors of the Company meet regularly in executive session led by Mr. Denman, the Lead Independent Director, and without management as required by the Board Governance Guidelines and NYSE listing standards. Generally, executive sessions are held in conjunction with regularly-scheduled meetings of the Board. In 2025, the non-employee independent members of the Board met in executive session six times. In addition, Board members are expected to attend the annual meeting of shareholders as provided in the Board Governance Guidelines. All but one of the directors who stood for election at the 2025 Annual Meeting of Shareholders attended that meeting.

INDEPENDENCE

On March 12, 2026, our Board made the determination, based on the recommendation of the Governance and Nominating Committee and in accordance with our Director Independence Guidelines, that the current non-employee directors, Ms. Anasenes, Mr. Denman, Dr. Howard, Mr. Lashier, Mr. Leav, Ms. Mann, Mr. Mondre and Mr. Tucci, and former non-employee directors Mr. Jones and Ms. Lewent, were independent during the periods in 2025 and 2026 that they were members of the Board. Mr. Brown does not qualify as an independent director because he is an executive officer of the Company. See “Motorola Solutions’ Relationship with Entities Associated with Independent Directors” below for further details.

Determining Independence

The Director Independence Guidelines include both the NYSE independence standards and additional independence standards the Board has adopted to determine if a relationship that a Board member has with the Company is material. We have adopted a stricter application of the NYSE independence standards requiring a lookback period of four years when assessing independence in connection with a director’s (i) status as an employee of the Company, (ii) direct compensation from the Company in excess of $120,000, (iii) relationship with our internal or external auditor, and (iv) employment with a company that has made payments to, or received payments from, the Company for property or services.

A complete copy of the Director Independence Guidelines is available on the Company’s website at www.motorolasolutions.com/investors/corporate-governance.

Motorola Solutions’ Relationship With Entities Associated With Independent Directors

When assessing independence, each of Ms. Anasenes, Mr. Denman, Dr. Howard, Mr. Lashier, Ms. Mann, and Mr. Mondre had relationships with entities that were reviewed by our Board under independence standards covering payments to, or received from, other entities. In each case, the payments or contributions were significantly less than the NYSE independence standards or the Director Independence Guidelines adopted by our Board, or did not constitute a disqualifying event under such standards.

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

The Company has established a written policy for the review of certain related person transactions, including those that are required to be disclosed in this Proxy Statement (the “RPT Policy”). For purposes of the RPT Policy, a “related person transaction” includes, subject to certain exceptions, a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) the Company or any of its subsidiaries was, is or will be a participant, (ii) the amount involved exceeds or will exceed $120,000, and (iii) any Related Person (as defined below) has or will have a direct or indirect material interest. The RPT Policy supplements our other conflict of interest policies set forth in the Principles of Conduct for Members of the Motorola Solutions, Inc. Board of Directors, the Code of Business Conduct for employees and our other internal procedures.

For purposes of the RPT Policy, a Related Person is defined to include directors, director nominees and executive officers of the Company since the beginning of the Company’s last fiscal year, beneficial owners of 5% or more of any class of voting securities of the Company and members of their respective immediate families. The Governance and Nominating Committee reviews all RPT Policy matters.

The RPT Policy provides that, prior to engaging in any possible related person transaction, any such transaction is to be promptly reported to the Company’s Secretary. The Secretary will assist with gathering important information about the possible related person transaction. If the Secretary determines that such transaction is a defined “related person transaction,” then the Governance and Nominating Committee will conduct a reasonable prior review of such related person transaction. There may be circumstances where ratification of a related person transaction by the Governance and Nominating Committee is warranted if such a prior review is unreasonable.

The Governance and Nominating Committee will determine whether to approve, reject or, if necessary, ratify the related person transaction, and will prohibit such transaction if it determines it to be inconsistent with the interests of the Company and its shareholders. In making its determination, the Governance and Nominating Committee may consider: (i) whether the related person transaction is in the ordinary course of the Company’s business; (ii) whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; (iii) the aggregate amount of the related person transactions; (iv) the types of goods and services provided; (v) the relationship of the Related Person to the Company; (vi) the extent of the Related Person’s interest in the related person transaction; (vii) whether the related person transaction involves a conflict of interest; and (viii) any other information regarding the related person transaction or Related Person that would be material to investors in light of the circumstances of the transaction.

During 2025, Stella Moore, stepdaughter of Kathryn Moore, our Senior Vice President, Human Resources, was employed by the Company. Ms. Moore was Strategic Initiatives & Business Operations Manager and her total compensation in 2025 was approximately $130,919, which includes salary, bonus amounts, and the grant date fair value of an off-cycle equity grant. Ms. Moore also participated in the Company’s general welfare plans and received benefits comparable to those received by persons in similar positions within the Company. The Governance and Nominating Committee ratified this relationship in February 2026.

Motorola Solutions had no other related person transactions requiring approval or ratification under the RPT Policy since January 1, 2025.

HOW YOU CAN COMMUNICATE WITH OUR BOARD

All interested parties, including our shareholders, who wish to communicate with the Board of Directors as a whole, any individual director (including the Chairman or the Lead Independent Director), or the non-management directors as a group, may send written correspondence addressed to the attention of Secretary, Motorola Solutions, Inc., 500 West Monroe Street Chicago, IL 60661 or by email to boardofdirectors@MotorolaSolutions.com. Our Secretary reviews all written communications and forwards to the Board a summary and/or copies of any such correspondence that, in the opinion of the Secretary, deals with the functions of the Board or Board committees or that the Secretary otherwise determines requires the Board’s or any Board committee’s attention.

HOW WE DETERMINE DIRECTOR COMPENSATION

The Governance and Nominating Committee recommends to the Board the compensation for non-employee directors, which is to be consistent with market practices of other similarly situated companies and takes into consideration the impact on non-employee directors’ independence and objectivity. This recommendation is based, in part, on input received from CAP, our independent compensation consultant. CAP conducts compensation benchmarking regarding compensation of non-employee directors of the Company’s peer group, which results the Governance and Nominating Committee considers. Our Board has asked the Compensation and Leadership Committee to assist the Governance and Nominating Committee in making such recommendations. The charter of the Governance and Nominating Committee does not permit it to delegate director compensation matters to management, and management has no role in recommending the amount or form of director compensation.

HOW OUR DIRECTORS ARE COMPENSATED

Non-employee director compensation on an annual basis for 2025 was as follows:

During 2025, a director could elect to receive all or a portion of his or her annual cash retainer and other cash fees in the form of (i) deferred stock units (“DSUs”) that settle when the director terminates service, (ii) DSUs that settle after one year (unless service is earlier terminated), or (iii) outright shares of Common Stock. Directors could also elect to receive the annual equity grant in the form of (i) DSUs that settle when the director terminates service, or (ii) DSUs that settle after one year (unless service is earlier terminated). These choices allow directors to engage in tax planning appropriate for their circumstances.

On May 15, 2025, each non-employee director received his or her annual equity award in the form of a DSU award of 576 shares of Common Stock. The number of DSUs awarded was determined by dividing $245,000 by the fair market value of a share of Common Stock on the date of grant based on the closing price on the date of grant and rounding the result up to the next whole number. For a non-employee director who becomes a member of the Board after the annual grant of DSUs, the award will be prorated based on the number of full months to be served until the next annual meeting of shareholders ($20,416.67 per month) divided by the closing price of the Common Stock on the day of election to the Board.

Non-employee directors are not eligible to participate in the Motorola Solutions Management Deferred Compensation Plan. Motorola Solutions does not have a non-equity incentive plan or pension plan for non-employee directors. Non-employee directors do not receive any additional fees for attendance at meetings of the Board or its committees, or for additional work done on behalf of the Board or a committee. The Company also reimburses its directors and, in certain circumstances, spouses who accompany directors, for travel, lodging and related expenses they incur in attending Board and committee meetings or other meetings as requested by Motorola Solutions. Mr. Brown, who was an employee during 2025, received no additional compensation for serving on the Board.

The following table further summarizes compensation paid to the non-employee directors during 2025. Mr. Leav joined the Board after the end of 2025 and therefore is not included in the table.

Director Stock Ownership Guidelines

Our Board stock ownership guidelines provide that non-employee directors are expected to own Common Stock with a value equivalent to at least five times the annual cash retainer fee for directors within five years after the date of joining the Board. Directors who do not meet their stock ownership requirement within five years must hold 100% of shares acquired by them upon the vesting of their DSUs until compliance with the stock ownership requirement is achieved. Shares counted toward guideline achievement include directly owned shares, vested DSUs and unvested DSUs. As of December 31, 2025, all non-employee directors met their stock ownership requirement or are within their five-year achievement period.

WHO WE ARE

Organization of our Business

As a global leader in mission-critical safety and security technologies for public safety, government, including defense, and enterprise customers, we are driven by our commitment to help create safer communities, safer schools, safer hospitals, safer businesses, and ultimately, safer nations. We manage our business through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, we are building and connecting an ecosystem of safety and security products and services to help protect people, property and places, which includes Mission Critical Networks, Video Security and Access Control and Command Center. Across all three technologies, we offer AI-powered capabilities and software solutions, services such as cybersecurity subscription services and managed and support services.

Our strategy is to generate value through our technologies that help meet the changing needs of our customers around the world in protecting people, property and places. While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes for our customers by uniting these technologies as a comprehensive integrated safety and security system. Our goal is to help dismantle silos and barriers between people and systems, so that data unifies, information flows, operations run and collaboration improves to help strengthen safety and security everywhere.

We support public safety and defense agencies in their mission to protect communities and countries. We additionally serve our growing base of enterprise customers, including schools, hospitals, businesses and stadiums, as the criticality of safety and security becomes increasingly important. Across these diverse sectors, our technologies facilitate the connection between those in need and those who can help, enabling the collaboration that is critical for a more proactive approach to safety and security.

Human Capital Management

At Motorola Solutions, we have a “people first” philosophy and are committed to our goal to foster a workplace where our employees feel that their unique perspectives and abilities drive both personal growth and our Company’s success.

As our driving force, our approximately 23,000 employees are drawn from all segments of our global society to make a difference for our customers. We are intensely focused on investing in our employees’ growth, offering structured mentorship, rotational programs and a wide array of technical and professional development resources.

We believe our senior leadership team, whose biographies are presented below, has the experience necessary to effectively execute our strategy and advance our technology leadership. Our Chief Executive Officer and senior management leaders have extensive industry experience and are supported by a talented management team.

OUR LEADERSHIP TEAM

Our Chief Executive Officer’s team, the management Executive Committee, is comprised of the following seven individuals as of April 2, 2026: