NIEWIARA JAMES A 4
4 · Motorola Solutions, Inc. · Filed Mar 11, 2026
Research Summary
AI-generated summary of this filing
Motorola Solutions SVP James Niewiara Exercises Options, Receives Shares
What Happened
James A. Niewiara, Senior Vice President and General Counsel of Motorola Solutions (MSI), reported multiple equity events on March 9, 2026. The filing shows: 7,614 performance-based stock options vested (converted into shares), 1,025 market stock units (MSUs) converted into shares and acquired, and a grant/recognition of 7,614 shares from option vesting. To satisfy tax withholding obligations, the company withheld/disposed 1,568.05 shares and 454.08 shares (total 2,022.13 shares) at $458.03 per share, generating approximately $926,196 in withholding value. The filing reports 593 MSU-related shares as disposed in the same set of transactions.
Key Details
- Transaction date: March 9, 2026 (Form filed March 11, 2026 — timely).
- Reported acquisitions: 1,025 shares (MSU conversion, coded M) + 7,614 shares (performance-based options vested/awarded, coded A) = 8,639 shares acquired (reported at $0 acquisition price because they are award/conversion events).
- Reported dispositions/withholding: 1,568.05 shares and 454.08 shares withheld at $458.03 per share (codes F), totaling ~2,022.13 shares withheld and ~$926,196 in value; additionally 593 shares listed as disposed in connection with MSU vesting (code M).
- Net (reported) change from this filing: 8,639 shares acquired less 2,615.13 shares disposed/withheld = a net increase of 6,023.87 shares (simple arithmetic of reported lines).
- Footnotes: MSU payout factor was 173% for the third tranche (F3/F4/F5) — MSUs convert 1-for-1 but payout varies 0–200% based on share-price metrics; the 7,614 options vested based on meeting performance objectives (F6). Withheld shares represent settlement to cover tax withholding obligations (F1).
- Transaction codes explained: M = exercise/conversion of derivative (MSUs/options), A = award/grant, F = payment of exercise price or tax liability (share withholding).
- Shares owned after the transactions: not disclosed in the provided excerpt of the Form 4.
Context
- These are largely award/vesting and conversion events, not open-market purchases or voluntary sales — the disposals here are primarily to cover tax withholding. Such filings reflect routine compensation settlement rather than a market-timed buy/sell decision.
- For derivatives: MSUs convert into shares based on a payout factor tied to share-price performance; performance options vested because specified performance targets were met.
- No indication in the filing that this was part of a 10b5-1 trading plan or that the Form 4 was late.
Insider Transaction Report
Form 4
NIEWIARA JAMES A
SVP, GENERAL COUNSEL
Transactions
- Tax Payment
Motorola Solutions, Inc. - Common Stock
[F1][F2]2026-03-09$458.03/sh−1,568.05$718,214→ 16,592.65 total - Exercise/Conversion
Motorola Solutions, Inc. - Common Stock
[F3][F2]2026-03-09+1,025→ 17,617.65 total - Tax Payment
Motorola Solutions, Inc. - Common Stock
[F2]2026-03-09$458.03/sh−454.08$207,982→ 17,163.57 total - Exercise/Conversion
Market Stock Units
[F4][F5]2026-03-09−593→ 0 total→ Motorola Solutions Inc. - Common Stock (593 underlying) - Award
Performance Options
[F6]2026-03-09+7,614→ 7,614 totalExercise: $265.18Exp: 2033-03-09→ Motorola Solutions, Inc. - Common Stock (7,614 underlying)
Footnotes (6)
- [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 (593) and payout (1,025) 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 432 shares which were above the target number of shares originally reported.
- [F4]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.
- [F5]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.
- [F6]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, 7,614 options would vest.
Signature
Lauren E. Henderson, on behalf of James A. Niewiara, Senior Vice President, General Counsel (Power of Attorney on File)|2026-03-11