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Motorola Solutions, Inc.·4

Mar 11, 4:16 PM ET

BROWN GREGORY Q 4

4 · Motorola Solutions, Inc. · Filed Mar 11, 2026

Research Summary

AI-generated summary of this filing

Updated

Motorola Solutions (MSI) CEO Gregory Q. Brown Exercises Options and Sells Shares

What Happened

  • Gregory Q. Brown, Chairman and CEO of Motorola Solutions (MSI), had performance-based awards and options vest/convert on March 9, 2026 and the filing shows both acquisitions and share dispositions to satisfy tax obligations.
  • Transactions reported: 94,246 shares issued from vested performance-based stock options (no cash paid); 12,715 shares issued from a market stock unit (MSU) payout (1-for-1 conversion); 20,635.39 shares and 6,147.70 shares were disposed/withheld at $458.03 per share to satisfy tax withholding (proceeds reported $9,451,628 and $2,815,831 respectively). The filing also lists 7,350 derivative shares as disposed (reported $0). Total cash reported from withheld/share dispositions ≈ $12,267,459.

Key Details

  • Transaction date(s): March 9, 2026; Form 4 filed March 11, 2026 (timely filing).
  • Prices and values: Withheld/disposed shares priced at $458.03; amounts withheld: $9,451,628 and $2,815,831 (total ≈ $12.27M). Acquisitions recorded at $0 (derivative vesting/conversion).
  • Shares reported acquired: 94,246 (vested performance options) + 12,715 (MSU payout) = 106,961 shares issued.
  • Shares reported disposed/withheld: 20,635.39 + 6,147.70 = 26,783.09 shares withheld to satisfy taxes; plus 7,350 derivative shares listed as disposed in the filing.
  • Notable footnotes: tax withholding on settlement (F1); MSU payout at 173% of target for the tranche (F3); 94,246 options vested based on performance (F11); MSU vesting/conversion mechanics and vesting schedule noted (F9, F10).
  • Shares owned after the transactions: not specified in the portions of the filing provided here.

Context

  • These disposals appear to be share withholding to satisfy tax obligations on vesting/settlement (common practice), not necessarily an open-market sale signaling intent to liquidate.
  • The filing includes both option/award vesting and MSU payout mechanics (MSUs can pay out up to 200% of target based on share-price metrics). The MSU tranche in this filing paid at 173% of target per the footnote.
  • For retail investors: awards vesting and tax-withholding disposals are routine following performance-based vesting; purchases would be a stronger bullish signal than routine tax-related sales.

Insider Transaction Report

Form 4
Period: 2026-03-09
Motorola Solutions, Inc.MSI
BROWN GREGORY Q
DirectorChairman and CEO
Transactions
  • Tax Payment

    Motorola Solutions, Inc. - Common Stock

    [F1][F2]
    2026-03-09$458.03/sh−20,635.39$9,451,628→ 70,085.34 total
  • Exercise/Conversion

    Motorola Solutions, Inc. - Common Stock

    [F3][F2]
    2026-03-09+12,715→ 82,800.34 total
  • Tax Payment

    Motorola Solutions, Inc. - Common Stock

    [F2]
    2026-03-09$458.03/sh−6,147.7$2,815,831→ 76,652.64 total
  • Exercise/Conversion

    Market Stock Units

    [F9][F10]
    2026-03-09−7,350→ 0 total
    → Motorola Solutions, Inc. - Common Stock (7,350 underlying)
  • Award

    Performance Options

    [F11]
    2026-03-09+94,246→ 94,246 total
    Exercise: $265.18Exp: 2033-03-09→ Motorola Solutions, Inc. - Common Stock (94,246 underlying)
Holdings

  • Motorola Solutions, Inc. - Common Stock

    [F4]
    (indirect: By 401(k))
    6.13

  • Motorola Solutions, Inc. - Common Stock

    (indirect: By Spouse)
    2,220

  • Motorola Solutions, Inc. - Common Stock

    [F5]
    (indirect: By Trust)
    81,000

  • Motorola Solutions, Inc. - Common Stock

    [F6]
    (indirect: By Trust)
    21,580

  • Motorola Solutions, Inc. - Common Stock

    [F7]
    (indirect: By Trust)
    14,343

  • Motorola Solutions, Inc. - Common Stock

    [F8]
    (indirect: By Trust)
    13,246

  • Motorola Solutions, Inc. - Common Stock

    (indirect: By Trust)
    62,004

  • Motorola Solutions, Inc. - Common Stock

    (indirect: By Trust)
    120,500
Footnotes (11)
  • [F1]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.
  • [F10]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.
  • [F11]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, 94,246 options would vest.
  • [F2]Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan and through the reinvestment of dividends.
  • [F3]Represents the vesting (7,350) and payout (12,715) 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 5,365 shares which were above the target number of shares originally reported.
  • [F4]Based on plan statement as of March 2, 2026.
  • [F5]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.
  • [F6]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
  • [F7]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.
  • [F8]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.
  • [F9]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.
Signature
Lauren E. Henderson, on behalf of Gregory Q. Brown, Chairman and Chief Executive Officer (Power of Attorney on File)|2026-03-11

Documents

1 file
  • 4
    wk-form4_1773260169.xmlPrimary

    FORM 4