YAZDI CYNTHIA 4

What Happened

• Cynthia Yazdi, SVP and Chief of Staff to the Chairman & CEO of Motorola Solutions, converted market stock units (MSUs) into company shares in mid‑March 2026. On 2026-03-13 she converted 520 MSU shares and on 2026-03-14 she converted 725 MSU shares (total converted = 1,245 shares). To satisfy tax withholding obligations, 226.72 shares were withheld on 3/13 (valued at $107,266) and 316.10 shares were withheld on 3/14 (valued at $149,553), for a combined withholding of 542.82 shares worth approximately $256,819. The Form 4 also reports a grant of 1,314 target MSUs on 2026-03-12 (derivative award).

Key Details

• Transaction dates: conversions on 2026-03-13 and 2026-03-14; Form 4 filed 2026-03-16 (appears timely).
• Prices reported for tax withholding: $473.12 per share (used to calculate withholding value).
• Withheld (disposed) shares: 226.72 (3/13) and 316.10 (3/14) — total 542.82 shares; total withholding value ≈ $256,819.
• Conversions/awards reported as derivatives (MSUs) with $0 exercise price reported (MSUs convert 1-for-1 to common stock).
• Footnotes: first tranche (vest/payout) from 3/13/2025 paid at 108% (includes 38 excess shares); second tranche from 3/14/2024 paid at 140% (includes 207 excess shares). MSUs vest one‑third each year and payout varies 0–200% based on share‑price performance; withholding was per plan.
• Shares owned after the transactions are not specified in the provided filing.

Context

• These were not open‑market purchases or discretionary sales: they were MSU vesting/conversions and routine share withholding to cover tax liabilities (cashless tax withholding). MSUs convert into shares on a 1:1 basis but the actual payout can be above target per the plan formulas noted in the footnotes. Such withholding is a standard administrative step and does not necessarily indicate a change in insider sentiment.