NIEWIARA JAMES A 4

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.