| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Motorola Solutions, Inc. [ MSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 02/25/2026 | A(1) | 43,554 | A | $0 | 90,720.73(2) | D | |||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 30 | D | $474.015 | 43,150(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 82 | D | $471.9788(4) | 43,068(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 2,465 | D | $470.6929(5) | 40,603(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 3,880 | D | $470.0075(6) | 36,723(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 2,832 | D | $469.154(7) | 33,891(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 663 | D | $468.0127(8) | 33,228(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 351 | D | $466.8159(9) | 32,877(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 255 | D | $466.0179(10) | 32,622(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 190 | D | $465.0838(11) | 32,432(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 52 | D | $464.28 | 32,380(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 30 | D | $473.106(12) | 32,350(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 663 | D | $471.2047(13) | 31,687(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 3,895 | D | $470.4012(14) | 27,792(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 3,730 | D | $469.5322(15) | 24,062(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 1,128 | D | $468.8277(16) | 22,934(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 554 | D | $467.889(17) | 22,380(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 429 | D | $466.5841(18) | 21,951(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 278 | D | $465.6396(19) | 21,673(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 02/25/2026 | S | 93 | D | $464.1727(20) | 21,580(3) | I | By Trust | ||
| Motorola Solutions, Inc. - Common Stock | 5.06(21) | I | Motorola Solutions, Inc. 401(k) Plan | |||||||
| Motorola Solutions, Inc. - Common Stock | 2,220 | I | Held by wife | |||||||
| Motorola Solutions, Inc. - Common Stock | 81,000(22) | I | By Trust | |||||||
| Motorola Solutions, Inc. - Common Stock | 25,143(23) | I | By Trust | |||||||
| Motorola Solutions, Inc. - Common Stock | 24,046(24) | 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 | ||||||||
| Explanation of Responses: |
| 1. On February 25, 2026, the Company determined that, based on the Company's performance over the applicable performance period, 43,554 performance stock units were earned, with settlement scheduled to occur on March 9, 2026. |
| 2. Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan, and through the reinvestment of dividends. |
| 3. 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. |
| 4. $471.9788 is the weighted average sales price. Prices for this transaction ranged from $471.82 to $472.285. 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. $470.6929 is the weighted average sales price. Prices for this transaction ranged from $470.38 to $471.285. 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. $470.0075 is the weighted average sales price. Prices for this transaction ranged from $469.47 to $470.37. 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. $469.1540 is the weighted average sales price. Prices for this transaction ranged from $468.56 to $469.465. 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. $468.0127 is the weighted average sales price. Prices for this transaction ranged from $467.73 to $468.555. 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. $466.8159 is the weighted average sales price. Prices for this transaction ranged from $466.425 to $467.315. 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. $466.0179 is the weighted average sales price. Prices for this transaction ranged from $465.865 to $466.305. 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. |
| 11. $465.0838 is the weighted average sales price. Prices for this transaction ranged from $464.62 to $465.31. 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. |
| 12. $473.106 is the weighted average sales price. Prices for this transaction ranged from $473.085 to $473.13. 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. |
| 13. $471.2047 is the weighted average sales price. Prices for this transaction ranged from $470.98 to $471.84. 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. |
| 14. $470.4012 is the weighted average sales price. Prices for this transaction ranged from $470.02 to $470.92. 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. |
| 15. $469.5322 is the weighted average sales price. Prices for this transaction ranged from $469.12 to $470.015. 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. |
| 16. $468.8277 is the weighted average sales price. Prices for this transaction ranged from $468.225 to $469.10. 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. |
| 17. $467.889 is the weighted average sales price. Prices for this transaction ranged from $467.23 to $468.185. 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. |
| 18. $466.5841 is the weighted average sales price. Prices for this transaction ranged from $466.00 to $466.94. 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. |
| 19. $465.6396 is the weighted average sales price. Prices for this transaction ranged from $465.22 to $465.97. 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. |
| 20. $464.1727 is the weighted average sales price. Prices for this transaction ranged from $463.94 to $464.28. 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. |
| 21. Based on plan statement as of February 20, 2026. |
| 22. 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. |
| 23. 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. |
| 24. 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. |
| Remarks: |
| Form 4 - 1 of 2 |
| Lauren E. Henderson, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File) | 02/27/2026 | |
| ** 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. | ||