WINKLER JASON J 4
4 · Motorola Solutions, Inc. · Filed Mar 11, 2026
Research Summary
AI-generated summary of this filing
Motorola Solutions CFO Jason Winkler Exercises Options & Sells Shares
What Happened
- Jason J. Winkler, EVP and CFO of Motorola Solutions (MSI), had equity awards vest and converted/received shares on March 9, 2026. The Form 4 shows: 19,038 performance-based options/awards vested (grant/award A), conversion/settlement of market stock units (MSUs) for 2,567 shares (reported as acquired), and 1,484 MSU shares reported as disposed. To satisfy tax withholding on the settlements, the company withheld 3,572.48 shares ($1,636,303) and 1,137.18 shares ($520,863) — a total of 4,709.66 shares withheld for ~$2,157,166. Some shares were reported as disposed (including the withholding); other shares were reported as acquired from the vesting/conversion. These transactions are routine compensation settlements rather than open-market purchases.
Key Details
- Transaction date: March 9, 2026; Form 4 filed March 11, 2026 (timely filing).
- Reported items:
- 19,038 shares granted/vested (award A; performance-based options eligible to vest per F7).
- 2,567 shares acquired on conversion of MSUs (M).
- 1,484 shares disposed on conversion/vesting of MSUs (M).
- 3,572.48 shares withheld for taxes at $458.03 = $1,636,303 (F1).
- 1,137.18 shares withheld for taxes at $458.03 = $520,863 (F1).
- Total shares withheld: 4,709.66; total value withheld: $2,157,166.
- Shares owned after the transaction: not specified in the excerpt provided.
- Notable footnotes: F1 = company share withholding for taxes on settled PSUs; F3–F7 explain MSU payout mechanics, vesting schedule and that 19,038 options vested based on performance results.
Context
- These transactions reflect compensation settlement (vesting/conversion of performance stock units, market stock units and performance-based options) and tax withholding — commonly reported as "dispositions" when shares are withheld to cover taxes. This is different from an open-market sale (which can be interpreted as a trading decision) and does not necessarily indicate a change in insider sentiment.
- For clarity: M = option/derivative exercise or conversion; A = grant/award; F = shares withheld to satisfy tax obligations.
Insider Transaction Report
Form 4
WINKLER JASON J
EVP and CFO
Transactions
- Tax Payment
Motorola Solutions, Inc. - Common Stock
[F1][F2]2026-03-09$458.03/sh−3,572.48$1,636,303→ 17,581.5 total - Exercise/Conversion
Motorola Solutions, Inc. - Common Stock
[F3][F2]2026-03-09+2,567→ 20,148.5 total - Tax Payment
Motorola Solutions, Inc. - Common Stock
[F2]2026-03-09$458.03/sh−1,137.18$520,863→ 19,011.32 total - Exercise/Conversion
Market Stock Units
[F5][F6]2026-03-09−1,484→ 0 total→ Motorola Solutions, Inc. - Common Stock (1,484 underlying) - Award
Performance Options
[F7]2026-03-09+19,038→ 19,038 totalExercise: $265.18Exp: 2033-03-09→ Motorola Solutions, Inc. - Common Stock (19,038 underlying)
Holdings
- 13.28(indirect: By 401(k))
Motorola Solutions, Inc. - Common Stock
[F4]
Footnotes (7)
- [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.
- [F2]Includes shares acquired under the Motorola Solutions Employee Stock Purchase Plan, and through the reinvestment of dividends.
- [F3]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.
- [F4]Based on plan statement as of March 2, 2026.
- [F5]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.
- [F6]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.
- [F7]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.
Signature
Lauren E. Henderson, on behalf of Jason J. Winkler, Executive Vice President and Chief Financial Officer (Power of Attorney on File)|2026-03-11