WINKLER JASON J 4

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.