Motorola Solutions, Inc. MSI Form 10-Q filing Q1 FY2026

For the Quarter Ended April 4, 2026

PART I. FINANCIAL INFORMATION Page No.

Item 1. Financial Statements (Unaudited) 1

Condensed Consolidated Statements of Operations for the Three Months Ended April 4, 2026 and March 29, 2025 1

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended April 4, 2026 and March 29, 2025 2

Condensed Consolidated Balance Sheets as of April 4, 2026 and December 31, 2025 3

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended April 4, 2026 and March 29, 2025 4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended April4, 2026 and March 29, 2025 5

Index for Notes to Condensed Consolidated Financial Statements 6

Notes to Condensed Consolidated Financial Statements 7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26

Item 3. Quantitative and Qualitative Disclosures About Market Risk 34

Item 4. Controls and Procedures 34

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 36

Item 1A. Risk Factors 36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 37

Item 3. Defaults Upon Senior Securities 37

Item 4. Mine Safety Disclosures 37

Item 5. Other Information 37

Item 6. Exhibits 38

Signatures 39

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in millions, except as noted)

1.Basis of Presentation

The condensed consolidated financial statements as of April 4, 2026 and for the three months ended April 4, 2026 and March 29, 2025 include, in the opinion of management, all adjustments (consisting of normal recurring adjustments and reclassifications) necessary to state fairly the Condensed Consolidated Balance Sheets, Statements of Operations, Statements of Comprehensive Income, Statements of Stockholders' Equity, and Statements of Cash Flows of Motorola Solutions, Inc. and its controlled subsidiaries (“Motorola Solutions” or the “Company”) for all periods presented.

The Company operates on a 52-week fiscal year, with each fiscal year ending on December 31. With respect to each fiscal quarter, the Company operates on a 13-week fiscal quarter, with all fiscal quarters ending on a Saturday.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2025 (the "Form 10-K"). The results of operations for the three months ended April 4, 2026 are not necessarily indicative of the operating results to be expected for the full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Business Overview

The Company manages the business through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company reports net sales across three principal product lines:

• Mission Critical Networks ("MCN"): Infrastructure, mobile ad-hoc network ("MANET") technology, devices (two-way radio and broadband, including both for public safety and professional and commercial radio ("PCR")), software and artificial intelligence ("AI")-powered capabilities. MCN includes installation and integration, backed by managed and support services, to help assure mission-critical communications availability, security and resiliency;
• Video: Cameras (fixed, body-worn, in-vehicle), access control, sensors, infrastructure, video management, video monitoring, software and AI-powered analytics that enable visibility of events and focus attention on what's important, to inform faster and more accurate decisions and actions; and
• Command Center: Command center solutions, software applications and AI-powered capabilities, that unify voice and data from public safety agencies, enterprises and the community, enabling a broad informational view of operations and incidents while helping to accelerate workflows and improve the accuracy, speed and trust of decisions.

Recent Announcements

On March 26, 2026, the Company entered into a definitive agreement to acquire the land mobile radio networks services business from Bell Mobility, the wireless subsidiary of Bell Canada and BCE Inc., for $675 million Canadian dollars, subject to customary adjustments and a deferred net working capital settlement. The land mobile radio networks services business provides secure, resilient and highly reliable LMR communications for customers across Canada. Subject to the closing of the transaction, this business will be part of both the Products and Systems Integration segment and the Software and Services segment. The acquisition is expected to be completed in the fourth quarter of 2026.

Recent Acquisitions

On March 24, 2026, the Company acquired Hyper for $23 million, net of cash acquired. Hyper provides conversational, agentic AI designed to reduce the burden on understaffed public safety answering points ("PSAPs") by handling non-emergency calls. The Company issued restricted stock at a fair value of $2 million to certain key employees that will be expensed over a service period of two years. The acquisition expands the Company's use of agentic AI across its Command Center portfolio and mission-critical AI, Assist. This business is part of the Software and Services segment.

On March 11, 2026, the Company acquired Exacom, a provider of cloud-native voice and multimedia recording and logging solutions for mission-critical communications for $67 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of two years. The acquisition enhances the Company's public safety ecosystem by consolidating call logs, recording 911 audio and radio traffic into a cloud-based solution to unify voice and video across the incident lifecycle. This business is part of the Software and Services segment.

On November 18, 2025, the Company acquired Blue Eye, a provider of AI-powered enterprise remote video monitoring ("RVM") services for $79 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of two years. The acquisition enhances the Company's video security portfolio, serving a wide range of enterprises with real-time intelligence to help reduce loss and damage, mitigate risk and boost profitability. This business is part of the Software and Services segment.

On August 6, 2025, the Company acquired Silvus from Silvus Technologies Group LLC (the "Seller"). Silvus designs and develops software-defined high-speed MANET technology that enables highly secure data, video and voice communications without the need for fixed infrastructure. This acquisition brings mobile ad-hoc network expertise and new applications to the Company's public safety and enterprise portfolio. The purchase price of $4.4 billion consisted of cash payments of $4.4 billion, net of cash acquired and customary purchase price adjustments, and contingent earnout consideration that had an estimated fair value as of the acquisition date of $38 million. Under the terms of the transaction, the Seller will have the potential to earn the contingent earnout consideration upon the achievement of certain financial targets of up to $600 million in total, comprised of up to $150 million for the annual period from July 5, 2026 through July 3, 2027 and up to $450 million for the annual period from July 4, 2027 through July 1, 2028 (with the potential to earn catch-up earnout consideration based on performance in the annual period from July 4, 2027 through July 1, 2028 if the maximum earnout for the annual period from July 5, 2026 through July 3, 2027 is not earned). The earnout consideration, if any, will be paid in shares of common stock. This business is part of both the Products and Systems Integration segment and the Software and Services segment.

On March 6, 2025, the Company acquired Theatro, a maker of AI and voice-powered communication and digital workflow software for frontline workers for $174 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $5 million to certain key employees that will be expensed over a service period of three years. The acquisition enhances the Company's portfolio of enterprise technologies by integrating Theatro's AI voice assistant in the Company's complementary workflows across our portfolio, including body cameras, fixed video, panic buttons and radios. This business is part of the Software and Services segment.

On February 21, 2025, the Company acquired RapidDeploy, a provider of cloud-native 911 solutions for public safety for $240 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $6 million to certain key employees that will be expensed over a service period of two years. The acquisition complements the Company's Command Center portfolio of 911 solutions. This business is part of the Software and Services segment.

Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2025-06, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" to modernize the accounting for internal-use software costs. The ASU is effective for fiscal years beginning after December 15, 2027 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is still evaluating the complete impact of the adoption of this ASU on its financial statements and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" (DISE), to enhance disclosures relating to key income statement expense topics. This was subsequently amended by ASU No. 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date," which clarified the effective dates. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is still evaluating the complete impact of the adoption of this ASU on its disclosures.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets" to introduce a practical expedient in the estimation of expected credit losses for current accounts receivable and current contract assets. The ASU is effective for fiscal years beginning after December 15, 2025 and interim periods within annual reporting periods beginning after December 15, 2025, with early adoption permitted. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset, which did not have a material impact to the Company's current expected credit losses.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which expands disclosures in an entity's income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The Company adopted ASU No. 2023-09 for the year ended December 31, 2025 and applied the retrospective transition method. As the provisions of ASU 2023-09 relate primarily to annual disclosure requirements, the adoption has no impact on "Part 1 - Financial Information" of this Form 10-Q.

2. Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes the disaggregation of the Company's revenue by segment, region, major products and services and customer type for the three months ended April 4, 2026 and March 29, 2025, consistent with the information reviewed by the Company's chief operating decision maker for evaluating the financial performance of the Company's reportable segments:

Remaining Performance Obligations

Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of a period. Remaining performance obligations are equal to disclosed backlog, except within our Software and Services contracts where multi-year contract terms may be limited by the customer's ability to terminate for convenience. Where termination for convenience exists in the Company's service contracts, its disclosure of the remaining performance obligations that are unsatisfied assumes the contract term is limited until renewal. The transaction value associated with remaining performance obligations which were not yet satisfied as of April 4, 2026 was $9.5 billion, of which $4.1 billion is expected to be recognized in the next twelve months. The remaining amounts will generally be satisfied over time as systems are implemented and services are performed.

Contract Balances

Payment terms on system contracts are typically tied to implementation milestones associated with progress on contracts, while revenue recognition is over time based on a cost-to-cost method of measuring performance. The Company may recognize a Contract asset or Contract liability, depending on whether revenue has been recognized in excess of billings or billings in excess of revenue. Services contracts are typically billed in advance, generating Contract liabilities until the Company has performed the services. The Company does not record a financing component to contracts when it expects, at contract inception, that the period between the transfer of a promised good or service and related payment terms are less than a year.

Revenue recognized during the three months ended April 4, 2026 which was previously included in Contract liabilities as of December 31, 2025 was $691 million, compared to $537 million of revenue recognized during the three months ended March 29, 2025 which was previously included in Contract liabilities as of December 31, 2024. Revenue of $2 million was recognized during the three months ended April 4, 2026 related to performance obligations satisfied, or partially satisfied, in previous periods,

compared to $9 million reversed for the three months ended March 29, 2025, primarily driven by changes in the estimates of progress on system contracts.

There were no material expected credit losses recorded on contract assets during each of the three months ended April 4, 2026 and March 29, 2025.

Contract Cost Balances

Contract cost assets include incremental costs to obtain a contract, primarily related to the Company's sales incentive plans, and certain costs to fulfill contracts. Contract cost assets are amortized into expense over a period that follows the passage of control to the customer over time. Incremental costs to obtain a contract with the Company's sales incentive plans are accounted for under a portfolio approach, with amortization ranging from one to eight years to approximate the recognition of revenues over time. Where incremental costs to obtain a contract will be recognized in one year or less, the Company applies a practical expedient around expensing amounts as incurred. Amortization of contract cost assets was $14 million for the three months ended April 4, 2026, and $13 million for the three months ended March 29, 2025, respectively.

3. Leases

Components of Lease Expense

Lease Assets and Liabilities

Other Information Related to Leases

During the three months ended April 4, 2026, assets obtained in exchange for lease liabilities were primarily driven by new and renewed real estate leases.

Future Lease Payments

4. Other Financial Data

Statements of Operations Information

Other Charges

Other charges included in Operating earnings consist of the following:

During the three months ended April 4, 2026, the Company recorded a charge of $75 million to increase the fair value of the contingent earnout consideration related to the Silvus acquisition. Refer to "Note 10: Fair Value Measurements," in this "Part 1 — Financial Information" of this Form 10-Q for more information.

During the three months ended April 4, 2026, the Company recognized a gain on the Hytera litigation of $40 million for amounts recovered through legal proceedings due to theft of the Company's trade secrets. Refer to "Hytera Civil Litigation" within "Note 12: Commitments and Contingencies" in this "Part 1 — Financial Information" of this Form 10-Q for more information.

Other Income (Expense)

Interest expense, net, and Other, net, both included in Other income (expense), consist of the following:

Earnings Per Common Share

Basic and diluted earnings per common share from net earnings attributable to Motorola Solutions, Inc. are computed as follows:

In the computation of diluted earnings per common share for the three months ended April 4, 2026, the assumed exercise of 0.2 million options and 0.2 million awards subject to performance conditions were excluded from the computation of diluted earnings per common share because their inclusion would have been antidilutive.

In the computation of diluted earnings per common share for the three months ended March 29, 2025, the assumed exercise of 0.1 million options and 0.1 million awards subject to performance conditions were excluded from the computation of diluted earnings per common share because their inclusion would have been antidilutive.

In connection with the acquisition of Silvus, the Seller will have the potential to earn contingent earnout consideration upon the achievement of certain financial targets payable in shares of common stock of up to $600 million in total, comprised of up to $150 million for the annual period from July 5, 2026 through July 3, 2027 and up to $450 million for the annual period from July 4, 2027 through July 1, 2028 (with the potential to earn catch-up earnout consideration based on performance in the annual period from July 4, 2027 through July 1, 2028 if the maximum earnout for the annual period from July 5, 2026 through July 3, 2027 is not earned). The estimated fair value of the total contingent earnout consideration was $111 million as of April 4, 2026. The shares required to settle the contingent earnout consideration will only be reflected within diluted earnings per share when and if the earnout financial targets have been achieved, in each of the two respective periods.

Balance Sheet Information

Accounts Receivable, Net

Accounts receivable, net, consists of the following:

Inventories, Net

Inventories, net, consist of the following:

Other Current Assets

Other current assets consist of the following:

Property, Plant and Equipment, Net

Property, plant and equipment, net, consist of the following:

Depreciation expense was $53 million and $44 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

Investments

Investments consist of the following:

Other Assets

Other assets consist of the following:

Accounts Payable

The Company utilizes a supplier finance program which provides its suppliers the ability to accelerate payment on the Company's invoices beyond the stated payment terms. Under the terms of this program, the Company agrees to pay an intermediary the stated amount of confirmed invoices on the stated maturity dates of the invoices, and the supplier is able to negotiate earlier payment terms with the intermediary. The Company or the intermediary may terminate their agreement at any time upon 60 days' notice. The Company does not provide any forms of guarantees under this arrangement. Supplier participation in the program is solely at the supplier's discretion, and the participating suppliers negotiate their arrangements directly with the intermediary. The Company has no economic interest in a supplier's decision to participate in the program, and their participation has no bearing on payment terms or amounts due. The stated invoice payment terms range from 75 to 120 days from the invoice date and are considered commercially reasonable.

The Company's outstanding amounts related to the suppliers participating in this program was $31 million and $34 million as of April 4, 2026 and December 31, 2025, respectively. Supplier finance program obligations are classified as Accounts payable within the Condensed Consolidated Balance Sheets.

Accrued Liabilities

Accrued liabilities consist of the following:

Other Liabilities

Other liabilities consist of the following:

Stockholders’ Equity

Share Repurchase Program: During the three months ended April 4, 2026, the Company repurchased approximately 0.3 million shares at an average price of $440.94 per share for an aggregate amount of $118 million.

Payment of Dividends: During the three months ended April 4, 2026 and March 29, 2025, the Company paid $201 million and $182 million, respectively, in cash dividends to holders of its common stock. Subsequent to the quarter, the Company paid an additional $201 million in cash dividends to holders of its common stock.

Accumulated Other Comprehensive Loss

The following table displays the changes in Accumulated other comprehensive loss, including amounts reclassified into income, and the affected line items in the Condensed Consolidated Statements of Operations during the three months ended April 4, 2026 and March 29, 2025:

5. Debt and Credit Facilities

On June 16, 2025, the Company issued $600 million of 4.85% senior notes due 2030, $500 million of 5.2% senior notes due 2032, and $900 million of 5.55% senior notes due 2035. The Company recognized net proceeds of approximately $2.0 billion after debt issuance costs and discounts. The proceeds from these notes were used to fund a portion of the acquisition of Silvus.

On August 6, 2025, the Company borrowed $1.5 billion of senior delayed draw term loan facilities comprised of a $750 million 364-day facility and a $750 million three-year facility ("term loan due 2028") to fund a portion of the acquisition of Silvus. On January 30, 2026, the Company repaid $200 million of the $750 million 364-day term loan, reducing the outstanding principal balance to $550 million. The Company must comply with certain customary covenants including a maximum leverage ratio, as defined in the 364-Day Term Loan Credit Agreement and Three-Year Term Loan Credit Agreement, each entered into on July 21, 2025. The Company was in compliance with its financial covenants as of April 4, 2026. During the three months ended April 4, 2026, the weighted average interest rate of the 364-day facility and the term loan due 2028 was 4.77% and 4.99%, respectively.

The Company has an unsecured commercial paper program, backed by the 2025 Motorola Solutions Credit Agreement (as defined below), under which the Company may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. Proceeds from the issuances of the notes are expected to be used for general corporate purposes. The notes are issued at a zero-coupon rate and are issued at a discount which reflects the interest component. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of April 4, 2026, the Company had no outstanding debt under the commercial paper program.

As of April 4, 2026, the Company had a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in April 2030 which can be used for general corporate purposes and letters of credit (the "2025 Motorola Solutions Credit Agreement"). Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the Secured Overnight Financing Rate (SOFR), at the Company's option. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if the Company's credit rating changes. The Company must comply with certain customary covenants including a maximum leverage ratio, as defined in the 2025 Motorola Solutions Credit Agreement. The Company was in compliance with its financial covenants as of April 4, 2026.

6. Risk Management

Foreign Currency Risk

The Company had outstanding foreign exchange contracts with notional amounts totaling $1.4 billion and $1.6 billion for the periods ended April 4, 2026 and December 31, 2025, respectively. The Company does not believe these financial instruments should subject it to undue risk due to foreign exchange movements because gains and losses on these contracts should generally offset gains and losses on the underlying assets, liabilities and transactions.

The following table shows the five largest net notional amounts of the positions to buy or sell foreign currency as of April 4, 2026, and the corresponding positions as of December 31, 2025:

Counterparty Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk in the event of non-performance by counterparties. However, the Company’s risk is limited to the fair value of the instruments when the derivative is in an asset position. The Company actively monitors its exposure to credit risk. As of April 4, 2026, all of the counterparties had investment grade credit ratings. As of April 4, 2026, the Company had $5 million of exposure to aggregate credit risk with all counterparties.

Derivative Financial Instruments

The following tables summarize the fair values and locations in the Condensed Consolidated Balance Sheets of all derivative financial instruments held by the Company as of April 4, 2026 and December 31, 2025:

The following table summarizes the effect of derivatives on the Company's condensed consolidated financial statements for the three months ended April 4, 2026 and March 29, 2025:

Net Investment Hedges

The Company uses foreign exchange forward and option contracts to hedge against the effect of the British pound and the Euro exchange rate fluctuations against the U.S. dollar on a portion of its net investments in certain European operations. The Company recognizes changes in the fair value of the net investment hedges as a component of foreign currency translation adjustments within Other comprehensive income to offset a portion of the change in translated value of the net investments being hedged, until the investments are sold or liquidated. As of April 4, 2026, the Company had €160 million of net investment hedges in certain Euro functional subsidiaries and £50 million of net investment hedges in a British pound functional subsidiary.

The Company excludes the difference between the spot rate and the forward rate of the forward contracts and initial time value of the options from its assessment of hedge effectiveness. The effect of the forward points recognized in forward contracts and the initial time value of the option contracts are amortized on a straight-line basis and recognized through interest expense within Other income (expense) in the Condensed Consolidated Statement of Operations.

Equity Swap Contracts

The Company uses equity swap contracts which serve as economic hedges against volatility within the equity markets, impacting the Company's deferred compensation plan obligations. These contracts are not designated as hedges for accounting purposes. Unrealized gains and losses on these contracts are included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The notional amount of these contracts as of April 4, 2026 was $21 million.

7. Income Taxes

At the end of each interim reporting period, the Company makes an estimate of its annual effective income tax rate. Tax expense in interim periods is calculated at the estimated annual effective tax rate plus or minus the tax effects of items of income and expense that are discrete to the period. The estimate used in providing for income taxes on a year-to-date basis may change in subsequent interim periods.

The following table provides details of income taxes:

The effective tax rate for the three months ended April 4, 2026 of 17% was lower than the U.S. federal statutory tax rate of 21% primarily due to excess tax benefits of share-based compensation and the deduction for foreign-derived deduction-eligible income (formerly known as foreign-derived intangible income), partially offset by state tax expense.

The effective tax rate for the three months ended March 29, 2025 of 21% was equal to the U.S. federal statutory tax rate of 21% primarily due to excess tax benefits of share-based compensation, offset by state tax expense.

The effective tax rate for the three months ended April 4, 2026 of 17% was lower than the effective tax rate for the three months ended March 29, 2025 of 21%, primarily due to higher excess tax benefits of share-based compensation and an increased deduction for foreign-derived deduction-eligible income.

On July 4, 2025, the "One Big Beautiful Bill Act" was enacted into law, introducing a broad range of changes to the U.S. corporate income tax framework. The legislation includes business provisions that impact the Company's tax position, including tax cut extensions and modifications to the international tax framework and corporate income tax deductions. Certain provisions of this legislation were effective for the 2025 fiscal year, whereas other provisions became effective starting in 2026. For the three months ended April 4, 2026, the impact of the enacted legislation on the Company's tax position was not material. The Company will continue to assess the ongoing impact of this legislation as further guidance is made available.

8. Retirement and Other Employee Benefits

Pension and Postretirement Health Care Benefits Plans

The net periodic benefits for Pension and Postretirement Health Care Benefits Plans were as follows:

9. Share-Based Compensation Plans

Compensation expense for the Company’s share-based plans was as follows:

During the three months ended April 4, 2026, the Company granted 0.5 million restricted stock units (RSUs), 0.1 million performance stock units (PSUs) and 0.04 million market stock units (MSUs) with an aggregate grant-date fair value of $208 million, $40 million and $20 million, respectively, and 0.1 million stock options and 0.1 million performance options (POs) with an aggregate grant-date fair value of $8 million and $20 million, respectively. The share-based compensation expense will generally be recognized over the vesting period of three years.

The Company has various defined contribution plans, in which all eligible employees may participate. In the U.S., the Motorola Solutions 401(k) Plan (the "401(k) Plan") is a contributory plan. Matching contributions are based upon the amount of the employees’ contributions. Beginning January 1, 2026, the Company's matching contribution under the 401(k) Plan was made in Company common stock. During the three months ended April 4, 2026, the Company issued 0.03 million shares of common stock with an aggregate grant-date fair value of $14 million to fund the 401(k) Plan Company matching contribution. The share-based compensation expense was recorded in the period in which the shares were issued.

10. Fair Value Measurements

The fair values of the Company’s financial assets and liabilities by level in the fair value hierarchy as of April 4, 2026 and December 31, 2025 were as follows:

The Company had no foreign exchange derivative contracts, equity swap contracts or common stock investments in Level 3 holdings as of April 4, 2026 or December 31, 2025.

At April 4, 2026 and December 31, 2025, the Company had $439 million and $735 million, respectively, of investments in money market government and U.S. treasury funds classified (Level 1) as Cash and cash equivalents in its Condensed Consolidated Balance Sheets. The money market funds had quoted market prices that are equivalent to par.

Using quoted market prices and market interest rates, the fair value of the Company's long-term debt as of April 4, 2026 was $8.9 billion. The fair value of long-term debt as of December 31, 2025 was $9.2 billion.

In connection with the acquisition of Silvus, the Seller will have the potential to earn contingent earnout consideration upon the achievement of certain financial targets. Refer to Note 15, “Intangible Assets and Goodwill” in this “Part 1 – Financial Information” of this Form 10-Q for more information regarding the details of the contingent earnout consideration. The Company determines the fair value of the contingent earnout consideration liability using a Monte Carlo simulation model, which requires the use of Level 3 inputs, such as projected future net sales, gross margin and cash flows. At the acquisition date, the Company recorded a contingent liability of approximately $38 million, related to the estimated fair value of the contingent earnout consideration, which was included in the purchase price. As of April 4, 2026, the fair value of the contingent earnout consideration was estimated to be $111 million, resulting in a charge of $75 million recorded within Other Charges in the Company's Consolidated Statement of Operations during the three months ended April 4, 2026. This non-cash charge is attributable to the Company's updated expectations regarding the achievement of the previously noted financial targets.

All other financial instruments are carried at cost, which is not materially different from the instruments’ fair values.

11. Sales of Receivables

Sales of Receivables

The following table summarizes the proceeds received from sales of long-term receivables for the three months ended April 4, 2026 and March 29, 2025:

At April 4, 2026, the Company had retained servicing obligations for $832 million of long-term receivables, compared to $814 million at December 31, 2025. Servicing obligations are limited to collection activities related to the sales of accounts receivables and long-term receivables. The Company had outstanding commitments to provide long-term financing to third parties totaling $200 million at April 4, 2026, compared to $179 million at December 31, 2025.

12. Commitments and Contingencies

Legal Matters

Hytera Civil Litigation

In 2017, the Company filed a complaint against Hytera Communications Corporation Limited of Shenzhen, China; Hytera America, Inc.; and Hytera Communications America (West), Inc. (collectively, "Hytera"), in the U.S. District Court for Northern District of Illinois (the "District Court"), alleging trade secret theft and copyright infringement, and seeking injunctive relief. In 2020, a jury decided in the Company's favor, ultimately resulting in an award to the Company of $543.7 million, plus $51.1 million in pre-judgment interest and $2.6 million in costs, as well as $34.2 million in attorneys' fees.

In 2024, after both parties appealed to the U.S. Court of Appeals for the Seventh Circuit (the "Court of Appeals"), the Court of Appeals, among other items, affirmed the District Court's award of $407.4 million in damages under the Defend Trade Secrets Act, and directed the District Court to recalculate and reduce its award of $136.3 million in copyright infringement damages, which remains subject to ruling by the District Court. As of April 4, 2026, as a result of this civil litigation and 2020 bankruptcy proceedings by Hytera America, Inc. and Hytera Communications America (West), Inc., Hytera had paid over $212 million against this award, $40 million of which was paid in the first quarter of 2026. Net of withholding taxes, the Company had received over $192 million as of April 4, 2026, $36 million of which was received in the first quarter of 2026. These payments were recorded as a gain within Other charges within the Consolidated Statement of Operations.

Further, in 2022, the District Court ordered Hytera to pay the Company a forward-looking reasonable royalty on Hytera’s products (“I-Series”) that use the Company’s stolen trade secrets, applicable to I-Series products sold from July 1, 2019 forward. In 2024, the Company received royalties of $61 million related to the I-Series products, which was recorded as a gain within Other charges within the Consolidated Statement of Operations. Beginning in 2025, a favorable ruling in a related legal proceeding in the District Court (which Hytera has subsequently appealed to the Court of Appeals) also ordered Hytera to pay the Company for Hytera’s continued use of the Company’s trade secrets and copyrighted source code in Hytera’s currently shipping products (“H-Series”), and Hytera has subsequently reported approximately $110 million in royalties subject to the Court's order. While several aspects of the court proceedings related to both the I-Series and H-Series are subject to appeal, the Company continues to seek collection of the amounts owed by Hytera through the ongoing legal process.

Hytera Criminal Litigation

On January 13, 2025, Hytera pleaded guilty to one federal felony count of conspiracy to steal the Company's trade secrets in a criminal action brought by the U.S. Department of Justice against Hytera and several of its employees in the District Court. At Hytera's sentencing on March 5, 2026, which included Hytera’s sentencing to five years of probation, the District Court found that Hytera caused the Company to lose $214 million in profits, but that this restitution amount was offset in full by payments previously made by Hytera towards the civil judgment. As a condition of Hytera’s probation, the District Court ordered Hytera to pay the Company $100 million in 2026 towards the civil judgment and $100 million for each succeeding year until the civil judgment is paid in full. The District Court also fined Hytera $50 million, to be paid to the U.S. government after the Company's civil judgment is fully paid. The Company has appealed the District Court’s sentencing order.

13. Segment Information

Significant Segment Expenses

Capital Expenditures by Segment

Depreciation Expense by Segment

14. Reorganization of Business

2026 Charges

During the three months ended April 4, 2026, the Company recorded net reorganization of business charges of $15 million, including $10 million of charges in Other charges and $5 million of charges in Cost of sales in the Company's Condensed Consolidated Statements of Operations related to employee separation costs.

The following table displays the net charges incurred by segment:

Reorganization of Businesses Accruals

Employee Separation Costs

At January 1, 2026, the Company had an accrual of $24 million for employee separation costs. The 2026 additional charges of $15 million represent severance costs for approximately 230 employees. The $12 million used reflects cash payments to severed employees. The remaining accrual of $27 million, which is included in Accrued liabilities in the Company’s Condensed Consolidated Balance Sheets at April 4, 2026, is expected to be paid, primarily within one year, to approximately 620 employees, who have either been severed or have been notified of their severance and have begun or will begin receiving payments.

2025 Charges

During the three months ended March 29, 2025, the Company recorded net reorganization of business charges of $17 million, consisting of $12 million of charges in Other charges and $5 million of charges in Cost of sales in the Company's Condensed Consolidated Statements of Operations. Included in the $17 million were charges of $19 million related to employee separation costs, partially offset by $2 million of reversals for employee separation accruals that are no longer needed.

The following table displays the net charges incurred by segment:

15. Intangible Assets and Goodwill

Silvus Acquisition

On August 6, 2025, the Company acquired Silvus from the Seller. Silvus designs and develops software-defined high-speed MANET technology that enables highly secure data, video and voice communications without the need for fixed infrastructure. This acquisition brings mobile ad-hoc network expertise and new applications to the Company's public safety and enterprise portfolio. The purchase price of $4.4 billion consisted of cash payments of $4.4 billion, net of cash acquired and customary purchase price adjustments, and contingent earnout consideration that had an estimated fair value as of the acquisition date of $38 million.

Under the terms of the transaction, the Seller will have the potential to earn contingent earnout consideration upon the achievement of certain financial targets of up to $600 million in total comprised of up to $150 million for the annual period from July 5, 2026 through July 3, 2027 and up to $450 million for the annual period from July 4, 2027 through July 1, 2028 (with the potential to earn catch-up earnout consideration based on performance in the annual period from July 4, 2027 through July 1, 2028 if the maximum earnout for the annual period from July 5, 2026 through July 3, 2027 is not earned). The contingent earnout consideration, if any, will be paid in shares of common stock. The Company valued the contingent earnout consideration using a Monte Carlo methodology which resulted in the Company recognizing $38 million in purchase consideration at the date of close in Other liabilities on the Company’s Condensed Consolidated Balance Sheet. Contingent earnout consideration will continue to be valued at fair value until settled. Changes to the fair value of the contingent earnout consideration will be recorded as a component of operating income within Other income, net in the Company's Consolidated Statement of Operations. For further information, refer to "Note 10: Fair Value Measurements" in this "Part 1 — Financial Information" of this Form 10-Q.

The Company recognized goodwill of $3.0 billion which was allocated primarily to the Products and Systems Integration segment. In addition, the Company recognized $1.9 billion of intangible assets and $407 million of net liabilities, inclusive of $454 million of deferred tax liabilities and $47 million of net tangible assets. Goodwill represents the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized including future customer relationships, new technology and the assembled workforce. The goodwill is not deductible for tax purposes.

The identifiable intangible assets were each classified primarily as one asset as follows: $135 million of trade names, $820 million of customer relationships and $920 million of developed technology which will be amortized over a period of twelve, twelve and eight years, respectively. The fair values of all intangible assets were estimated using the income approach. Customer relationships was valued under the excess earnings method, which assumes that the value of intangible assets is equal to the present value of the incremental after-tax cash flows attributable specifically to the intangible assets. Developed technology and trade names were valued under the relief from royalty method, which assumes value to the extent that the acquired company is relieved of the obligation to pay royalties for the benefits received from them. The Company applies significant judgment in determining the estimates and assumptions used to estimate the fair values of the intangible assets, including the forecasted revenue growth rates, customer attrition rate, and discount rate for customer relationships and the forecasted revenue growth rates, royalty rate, and discount rate for developed technology.

This business is part of both the Products and Systems Integration segment and the Software and Services segment. Between the acquisition date and April 4, 2026, the Company recorded a net reduction of $15 million in goodwill and an increase primarily to intangible assets related to purchase accounting adjustments during the measurement period. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net tangible assets and goodwill may be subject to change.

Other Acquisitions

On March 24, 2026, the Company acquired Hyper for $23 million, net of cash acquired. Hyper provides conversational, agentic AI designed to reduce the burden on understaffed PSAPs by handling non-emergency calls. The Company issued restricted stock at a fair value of $2 million to certain key employees that will be expensed over a service period of two years. The acquisition expands the Company's use of agentic AI across its Command Center portfolio and mission-critical AI, Assist. The Company recognized $20 million of goodwill, $5 million of identifiable intangible assets and $2 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $5 million of developed technology that will be amortized over a period of nine years. The business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On March 11, 2026, the Company acquired Exacom, a provider of cloud-native voice and multimedia recording and logging solutions for mission-critical communications for $67 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of two years. The acquisition enhances the Company's public safety ecosystem by consolidating call logs, recording 911 audio and radio traffic into a cloud-based solution to unify voice and video across the incident lifecycle. The Company recognized $51 million of goodwill, $30 million of identifiable intangible assets and $14 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $1 million of trade names, $15 million of customer relationships and $14 million of developed technology and will be amortized over a period of six, fourteen and seven years, respectively. The business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On November 18, 2025, the Company acquired Blue Eye, a provider of AI-powered enterprise RVM services for $79 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $1 million to certain key employees that will be expensed over a service period of two years. The acquisition enhances the Company's video security portfolio, serving a wide range of enterprises with real-time intelligence to help reduce loss and damage, mitigate risk and boost profitability. The Company recognized $59 million of goodwill, $24 million of identifiable intangible assets and $4 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $9 million of customer relationships and $15 million of developed technology and will be amortized over a period of twenty and eleven years, respectively. This business is part of the Software and Services segment. The purchase accounting is not yet complete and as such, the final allocation among income tax accounts, intangible assets, net liabilities and goodwill may be subject to change.

On March 6, 2025, the Company acquired Theatro, a maker of AI and voice-powered communication and digital workflow software for frontline workers for $174 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $5 million to certain key employees that will be expensed over a service period of three years. The acquisition enhances the Company's portfolio of enterprise technologies by integrating Theatro's AI voice assistant in the Company's complementary workflows across our portfolio, including body cameras, fixed video, panic buttons and radios. The Company recognized $117 million of goodwill, $48 million of identifiable intangible assets and $9 million of net assets. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $1 million of trade names, $15 million of customer relationships and $32 million of developed technology and will be amortized over a period of three, nineteen and eleven years, respectively. The business is part of the Software and Services segment. Between the acquisition date and April 4, 2026, the Company recorded a net reduction of $9 million in goodwill and an increase primarily to net assets related to purchase accounting adjustments during the measurement period. The purchase accounting was completed as of the first quarter of 2026.

On February 21, 2025, the Company acquired RapidDeploy, a provider of cloud-native 911 solutions for public safety for $240 million, net of cash acquired. In addition, the Company issued restricted stock at a fair value of $6 million to certain key employees that will be expensed over a service period of two years. The acquisition complements the Company's Command Center portfolio of 911 solutions. The Company recognized $132 million of goodwill, $117 million of identifiable intangible assets, and $9 million of net liabilities. The goodwill is not deductible for tax purposes. The identifiable intangible assets were classified as $6 million of trade names, $36 million of customer relationships and $75 million of developed technology and will be amortized over a period of nine, nineteen and eighteen years, respectively. The business is part of the Software and Services segment. Between the acquisition date and April 4, 2026, the Company recorded a net reduction of $54 million in goodwill and an increase primarily to intangible assets related to purchase accounting adjustments during the measurement period. The purchase accounting was completed as of the first quarter of 2026.

Intangible Assets

Amortized intangible assets were comprised of the following:

Amortization expense on intangible assets was $90 million and $37 million for the three months ended April 4, 2026 and March 29, 2025, respectively. The increase in amortization expense period over period is primarily related to amortization of the intangible assets associated with the Silvus acquisition. As of April 4, 2026, annual amortization expense is estimated to be $351 million in 2026, $338 million in 2027, $337 million in 2028, $326 million in 2029, $322 million in 2030 and $318 million in 2031.

Amortized intangible assets were comprised of the following by segment:

Goodwill

The Company performed its annual assessment of goodwill for impairment as of the last day of the third quarter. The following table displays a roll-forward of the carrying amount of goodwill by segment from January 1, 2026 to April 4, 2026:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This commentary should be read in conjunction with the condensed consolidated financial statements and related notes thereto of Motorola Solutions, Inc. (“Motorola Solutions,” the “Company,” “we,” “our,” or “us”) for the three months ended April 4, 2026 and March 29, 2025, as well as our consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K").

Statements in this Quarterly Report on Form 10-Q for the quarter ended April 4, 2026 (this “Form 10-Q”) which are not historical in nature are forward-looking statements within the meaning of applicable federal securities law. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and generally include words such as “believes,” “expects,” “intends,” “aims,” “estimates” and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this Form 10-Q. Some of these risks and uncertainties include, but are not limited to, those discussed in Part I, Item 1A “Risk Factors” of the Form 10-K, and those described elsewhere in our other SEC filings. Forward-looking statements include, but are not limited to, statements under the following headings: (1) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the impact of the U.S. Supreme Court ruling that invalidated tariffs imposed under the International Emergency Economic Powers Act on our business, and our actions in response thereto; (b) the impact of changes in the global trade environment, the dynamic supply chain environment and the memory market on our business, and our actions in response thereto; (c) the impact of acquisitions on our business; (d) our plans to assess the impact of changes to tax law on our business; (e) the return of capital to shareholders through dividends and/or repurchasing shares; (f) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs; (g) our ability to repatriate funds; (h) the liquidity of our investments; (i) our ability to access the capital markets; (j) our use of proceeds from the issuance of notes under our unsecured commercial paper program; (k) adequacy of internal resources to generate adequate amounts of cash to meet expected working capital, capital expenditure and cash requirements; and (l) future cash flows generated from operations, and future uses of cash, investments and debt facilities; and (2) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency risk; and (b) future hedging activity and expectations of the Company.

Executive Overview

Business Overview

The Company manages the business through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company reports net sales across three principal product lines:

• MCN: Infrastructure, mobile ad-hoc network ("MANET") technology, devices (two-way radio and broadband, including both for public safety and professional and commercial radio ("PCR")), software and artificial intelligence ("AI")-powered capabilities. MCN includes installation and integration, backed by managed and support services, to help assure mission-critical communications availability, security and resiliency;
• Video: Cameras (fixed, body-worn, in-vehicle), access control, sensors, infrastructure, video management, video monitoring, software and AI-powered analytics that enable visibility of events and focus attention on what's important, to inform faster and more accurate decisions and actions; and
• Command Center: Command center solutions, software applications and AI-powered capabilities, that unify voice and data from public safety agencies, enterprises and the community, enabling a broad informational view of operations and incidents while helping to accelerate workflows and improve the accuracy, speed and trust of decisions.

We have invested across these three technologies organically and through acquisitions to evolve our land mobile radio ("LMR") focus and expand our ecosystem of safety and security products and services. Across all three technologies, we offer AI-powered capabilities and software solutions, services such as cybersecurity subscription services and managed and support services.

First Quarter Financial Results

• Net sales were $2.7 billion in the first quarter of 2026 compared to $2.5 billion in the first quarter of 2025.
• Operating earnings were $525 million in the first quarter of 2026 compared to $582 million in the first quarter of 2025.
• Net earnings attributable to Motorola Solutions, Inc. was $366 million, or $2.18 per diluted common share, in the first quarter of 2026, compared to $430 million, or $2.53 per diluted common share, in the first quarter of 2025.
• Operating cash flow decreased $59 million to $451 million in the first quarter of 2026 compared to $510 million in the first quarter of 2025.
• We repurchased $118 million of common stock and paid $201 million in dividends in the first quarter of 2026.

Recent Events

Macroeconomic Environment Update

Since February 2025, the U.S. has initiated a series of trade actions which imposed new tariffs and increased existing tariffs on goods imported from various countries, including tariffs levied under the International Emergency Economic Powers Act (“IEEPA”), contributing to a global trade landscape subject to evolving tariffs, import/export regulations, including restrictions around rare earth minerals, trade barriers and trade disputes.

On February 20, 2026, a U.S. Supreme Court ruling invalidated tariffs imposed under IEEPA; however, the ruling did not address potential refunds. Following the ruling, the Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to facilitate refunds for all affected importers. On April 20, 2026, CBP launched Phase 1 of the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate these refunds. As of April 4, 2026, we had not recognized an asset related to any potential refund given the potential uncertainty in receiving refunds. We plan to continue to evaluate new information as it becomes available, and recognize the refund when recovery is probable.

In addition, we are experiencing higher costs for memory in our products which is a result of substantial demand in the market driven by AI. As a result, we continue to observe elevated volatility and uncertainty around the global supply chain. We engage with global suppliers across a diverse network of locations around the world. We continue to work with our global supply base to mitigate our exposure to the risks from global reciprocal (and sectoral) tariffs, rising memory costs, and import/export regulations that have developed, and which may continue to develop, to ensure supply continues at levels necessary to meet our current customer demand. As a result of the dynamic supply chain environment, we have experienced increased costs on materials and components, for which we continue to develop mitigation actions going forward.

Recent Acquisitions

Results of Operations

• Percentages may not add due to rounding

Results of Operations—Three months ended April 4, 2026 compared to three months ended March 29, 2025

The results of operations for the first quarter of 2026 are not necessarily indicative of the operating results to be expected for the full year. Historically, we have experienced higher revenues in the fourth quarter as compared to the rest of the quarters of our fiscal year as a result of the purchasing patterns of our customers.

We use the following U.S. GAAP key financial performance measures to manage our business on a consolidated basis and by reporting segment, and to monitor and assess our results of operations:

• Net sales: a measure of our revenue for the current period.
• Operating earnings: a measure of our earnings from operations, before non-operating expenses and income taxes.
• Operating margins: a measure of our operating earnings as a percentage of total net sales.

Considered together, we believe these measures are strong indicators of our overall performance and our ability to create shareholder value. A discussion of our results of operations and financial condition follows.

Net Sales

The Products and Systems Integration segment’s net sales represented 57% of our net sales in the first quarter of 2026 and 61% in the first quarter of 2025. The Software and Services segment’s net sales represented 43% of our net sales in the first quarter of 2026 and 39% in the first quarter of 2025.

Net sales increased $186 million, or 7%, in the first quarter of 2026 compared to the first quarter of 2025. The $173 million, or 18%, increase in net sales within the Software and Services segment was driven by an increase of 18% in both the North America and International regions. The $13 million, or 1%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 35% in the International region, partially offset by a decrease of 10% in the North America region. Net sales includes:

• an increase in the Software and Services segment, inclusive of $38 million of revenue from acquisitions, driven by an increase in MCN, Command Center and Video;
• an increase in the Products and Systems Integration segment, inclusive of $181 million of revenue from acquisitions, driven by an increase in Video partially offset by a decrease in MCN; and
• inclusive of $60 million from favorable currency rates.

Regional results include:

• a 27% increase in the International region, inclusive of revenue from acquisitions, driven by an increase in MCN, Video and Command Center; and
• the North America region was flat, inclusive of revenue from acquisitions, driven by an increase in Video and Command Center, partially offset by a decrease in MCN.

Products and Systems Integration

The 1% increase in the Products and Systems Integration segment was driven by the following:

• $40 million, or 17%, growth in Video, driven by the North America and International regions;
• $27 million, or 2%, decrease in MCN, inclusive of revenue from acquisitions, driven by the North America region, partially offset by the International region; and
• inclusive of $30 million from favorable currency rates.

Software and Services

The 18% increase in the Software and Services segment was driven by the following:

• $94 million, or 16%, growth in MCN, inclusive of revenue from acquisitions, driven by the North America and International regions;
• $50 million, or 27%, growth in Command Center, inclusive of revenue from acquisitions, driven by the North America and International regions;
• $29 million, or 14%, growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions; and
• inclusive of $30 million from favorable currency rates.

Gross Margin

Gross margin was 50.2% of net sales in the first quarter of 2026 compared to 51.4% in the first quarter of 2025. The primary drivers of this decrease in gross margin as a percentage of net sales were:

• a 3.5% decrease in gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by unfavorable mix and supply chain costs; partially offset by
• a 2.6% increase in gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, primarily driven by higher sales, favorable mix, and improved operating leverage.

Selling, General and Administrative ("SG&A") Expenses

SG&A expenses increased 1% in the first quarter of 2026 compared to the first quarter of 2025 primarily driven by a $3 million, or 3%, increase in Software and Services SG&A expenses related to higher expenses associated with acquired businesses. SG&A expenses were 16.2% of net sales in the first quarter of 2026 compared to 17.2% of net sales in the first quarter of 2025.

Research and Development ("R&D") Expenditures

R&D expenditures increased $19 million, or 8%, in the first quarter of 2026 compared to the first quarter of 2025, primarily driven by higher expenditures associated with acquired businesses in both the Products and Systems Integration and Software and Services segments. Products and Systems Integration R&D expenditures increased $10 million, or 7% and Software and Services R&D expenditures increased $9 million, or 10%. R&D expenditures were 9.3% of net sales in the first quarter of 2026 and 9.2% of net sales in the first quarter of 2025.

Other Charges

Other charges increased $97 million in the first quarter of 2026 compared to the first quarter of 2025. The increase was primarily driven by:

• a $75 million contingent earnout charge related to the Silvus acquisition in the first quarter of 2026 that did not occur in the first quarter of 2025; and
• $90 million of intangible amortization expense in the first quarter of 2026 compared to $37 million of intangible amortization expense in the first quarter of 2025; partially offset by
• a $40 million gain on Hytera litigation for amounts recovered through legal proceedings due to the theft of our trade secrets recognized in the first quarter of 2026 compared to $10 million of gains on Hytera litigation in the first quarter of 2025.

Operating Earnings

Operating earnings decreased $57 million, or 10%, in the first quarter of 2026 compared to the first quarter of 2025. The decrease in Operating earnings was due to:

• a $139 million decrease in the Products and Systems Integration segment, primarily driven by the Silvus contingent earnout charge, unfavorable mix, an increase in intangible amortization expense, higher expenses associated with acquired businesses, and higher supply chain costs, partially offset by a gain on the Hytera litigation, improved operating leverage, and lower expenses related to legal matters, including Hytera-related expenses; partially offset by
• a $82 million increase in the Software and Services segment, primarily driven by higher sales, including favorable mix, and improved operating leverage, partially offset by higher expenses associated with acquired businesses.

Interest Expense, net

The $53 million increase in Interest expense, net in the first quarter of 2026 compared to the first quarter of 2025 was primarily driven by higher outstanding debt.

Other, net

The $4 million increase in Other, net in the first quarter of 2026 compared to the first quarter of 2025 was primarily driven by:

• a $25 million gain on foreign currency in the first quarter of 2026 compared to a $20 million loss on foreign currency in the first quarter of 2025; partially offset by
• a $27 million loss on derivatives in the first quarter of 2026 compared to a $13 million gain on derivatives in the first quarter of 2025.

Effective Tax Rate

The effective tax rate for the three months ended April 4, 2026 of 17% was lower than the effective tax rate for the three months ended March 29, 2025 of 21%, primarily due to higher excess tax benefits of share-based compensation and an increased deduction for foreign-derived deduction-eligible income (formerly known as foreign-derived intangible income).

On July 4, 2025, the "One Big Beautiful Bill Act" was enacted into law, introducing a broad range of changes to the U.S. corporate income tax framework. The legislation includes business provisions that impact our tax position, including tax cut extensions and modifications to the international tax framework and corporate income tax deductions. Certain provisions of this legislation were effective for the 2025 fiscal year, whereas other provisions became effective starting in 2026. For the three months ended April 4, 2026, the impact of the enacted legislation on our tax position was not material. We plan to continue to assess the ongoing impact of this legislation as further guidance is made available.

Reorganization of Business

During the first quarter of 2026, we recorded net reorganization of business charges of $15 million, consisting of $10 million of charges in Other charges and $5 million of charges in Cost of sales in our Condensed Consolidated Statements of Operations related to employee separation costs.

During the first quarter of 2025, we recorded net reorganization of business charges of $17 million, including $12 million of charges recorded within Other charges and $5 million of charges in Cost of sales in our Condensed Consolidated Statements of Operations. Included in the $17 million were charges of $19 million related to employee separation costs, partially offset by $2 million of reversals for employee separation accruals that are no longer needed.

The following table displays the net charges incurred by segment:

Cash payments for employee severance in connection with the reorganization of business plans were $12 million in the first quarter of 2026 and $14 million in the first quarter of 2025. The reorganization of business accrual at April 4, 2026 was $27 million related to employee separation costs that are expected to be paid primarily within one year.

Liquidity and Capital Resources

Cash and Cash Equivalents

At April 4, 2026, $570 million of the $886 million cash and cash equivalents balance was held in the U.S. and $316 million was held in other countries.

Operating Activities

The decrease in cash flows provided by operating activities from the first quarter of 2025 to the first quarter of 2026 was driven primarily by increased investments in inventory and higher interest and tax payments in the first quarter of 2026 compared to the first quarter of 2025, partially offset by higher earnings, net of non-cash charges.

Investing Activities

The decrease in cash flows used for investing activities in the first quarter of 2026 compared to the first quarter of 2025 was primarily due to a $326 million decrease in cash used for acquisitions and investments.

Financing Activities

The decrease in cash flows used for financing activities in the first quarter of 2026 compared to the cash flows used for financing activities in the first quarter of 2025 was primarily driven by (see also further discussion in the "Debt," "Share Repurchase Program" and "Dividends" sections below in this Part I, Item 2 of this Form 10-Q):

• $207 million decrease in share repurchases in the first quarter of 2026 compared to the first quarter of 2025; and
• $84 million decrease in cash used for the issuance of common stock, net of tax, in the first quarter of 2026 compared to the first quarter of 2025; partially offset by
• $19 million increase in the payment of dividends in the first quarter of 2026 compared to the first quarter of 2025; and
• $200 million repayment of short-term debt driven by the repayment of our 364-day term loan in the first quarter of 2026 which did not occur in the first quarter of 2025.

Sales of Receivables

The following table summarizes the proceeds received from sales of long-term customer financing receivables for the three months ended April 4, 2026 and March 29, 2025:

Debt

We had outstanding debt of $9.0 billion at April 4, 2026, of which $550 million was current. We had outstanding debt of $9.2 billion at December 31, 2025, of which $749 million was current.

On June 16, 2025, we issued $600 million of 4.85% senior notes due 2030, $500 million of 5.2% senior notes due 2032, and $900 million of 5.55% senior notes due 2035. We recognized net proceeds of approximately $2.0 billion after debt issuance costs and discounts. The proceeds from these notes were used to fund a portion of the acquisition of Silvus.

On August 6, 2025, we borrowed $1.5 billion of senior delayed draw term loan facilities comprised of a $750 million 364-day facility and a $750 million three-year facility ("term loan due 2028") to fund a portion of the acquisition of Silvus. On January 30, 2026, we repaid $200 million of the $750 million 364-day term loan, reducing the outstanding principal balance to $550 million. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 364-Day Term Loan Credit Agreement and Three-Year Term Loan Credit Agreement, each entered into on July 21, 2025. We were in compliance with our financial covenants as of April 4, 2026. During the three months ended April 4, 2026, the weighted average interest rate of the 364-day facility and the term loan due 2028 was 4.77% and 4.99%, respectively.

We have an unsecured commercial paper program, backed by the 2025 Motorola Solutions Credit Agreement (as defined below), under which we may issue unsecured commercial paper notes up to a maximum aggregate principal amount of $2.2 billion outstanding at any one time. Proceeds from the issuances of the notes are expected to be used for general corporate purposes. The notes are issued at a zero-coupon rate and are issued at a discount which reflects the interest component. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of April 4, 2026, we have no outstanding debt under the commercial paper program.

We have a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in April 2030 which can be used for general corporate purposes and letters of credit (the "2025 Motorola Solutions Credit Agreement"). Borrowings under the facility bear interest at the prime rate plus the applicable margin, or at a spread above the Secured Overnight Financing Rate (SOFR), at our option. An annual facility fee is payable on the undrawn amount of the credit line. The interest rate and facility fee are subject to adjustment if our credit rating changes. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 2025 Motorola Solutions Credit Agreement. We were in compliance with our financial covenants as of April 4, 2026.

We have investment grade ratings on our senior unsecured long-term debt. We continue to believe that we will be able to maintain sufficient access to the capital markets in the next twelve months and the foreseeable future.

Share Repurchase Program

During the three months ended April 4, 2026, we repurchased approximately 0.3 million shares at an average price of $440.94 per share for an aggregate amount of $118 million, excluding transaction costs and excise tax. As of April 4, 2026, we had used approximately $17.0 billion of the share repurchase authority to repurchase shares, leaving $1.0 billion of authority available for future repurchases.

Dividends

During the three months ended April 4, 2026, we paid $201 million in cash dividends to holders of our common stock. Subsequent to the end of the quarter, we paid an additional $201 million in cash dividends to holders of our common stock.

Adequate Internal Funding Resources

We believe that we have adequate internal resources available to generate adequate amounts of cash to meet our expected working capital, capital expenditure and cash requirements for the next twelve months and the foreseeable future, as supported by the level of cash and cash equivalents in the U.S., the ability to repatriate funds from foreign jurisdictions, cash provided by operations, as well as liquidity provided by our commercial paper program backed by the 2025 Motorola Solutions Credit Agreement.

We do not anticipate a material decrease to net future cash flows generated from operations. We expect to use our available cash, investments, and debt facilities to support and invest in our business. This includes investing in our existing products and technologies, seeking new acquisition opportunities related to our strategic growth initiatives and returning cash to shareholders through common stock cash dividend payments (subject to the discretion of our Board of Directors) and share repurchases.

Long-Term Customer Financing Commitments

We had outstanding commitments to provide long-term financing to third parties totaling $200 million at April 4, 2026, compared to $179 million at December 31, 2025.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” and "Recently Adopted Accounting Pronouncements" in Note 1, “Basis of Presentation” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our interest rate risk or foreign currency risk during the three months ended April 4, 2026. For a discussion of our exposure to interest rate risk and foreign currency risk, refer to our disclosures set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of the Form 10-K.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Form 10-Q (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to Motorola Solutions, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated

and communicated to Motorola Solutions’ management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 4, 2026 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

In addition to the matter referenced below, the Company is subject to legal proceedings and claims that have not been fully resolved and which have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's condensed consolidated financial position, liquidity, or results of operations. However, an unfavorable resolution could have a material adverse effect on the Company's condensed consolidated financial position, liquidity, or results of operations in the periods in which the matters are ultimately resolved, or in the periods in which more information is obtained that changes management's opinion of the ultimate disposition.

Refer to the description of "Hytera Civil Litigation" in Note 12, “Commitments and Contingencies,” to our condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for information regarding our legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

On March 24, 2026, the Company issued 5,470 shares of common stock in connection with the acquisition of Hyper to certain former shareholders of Hyper. The stock was issued for an aggregate grant date fair value of $2 million that will be expensed over an average service period of two years.

On March 11, 2026, the Company issued 1,422 shares of common stock in connection with the acquisition of Exacom to certain former shareholders of Exacom. The stock was issued for an aggregate grant date fair value of $1 million that will be expensed over an average service period of two years.

The foregoing transactions did not involve any underwriters, any underwriting discounts or commissions, or any public offerings. The shares with respect to the transactions were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, in privately negotiated transactions not involving any public offerings or solicitations.

Issuer Purchases of Equity Securities

The following table provides information with respect to acquisitions by the Company of shares of its common stock during the quarter ended April 4, 2026.

(1) Average price paid per share of common stock repurchased excludes commissions paid to brokers and excise tax. As of January 1, 2023, the Company's share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022. The amount of excise tax incurred is included in the Company's Condensed Consolidated Statement of Stockholders' Equity for the quarter ended April 4, 2026.

(2) As originally announced on July 28, 2011, and subsequently amended, the Board of Directors has authorized the Company to repurchase an aggregate amount of up to $18.0 billion of its outstanding shares of common stock (the “share repurchase program”). The share repurchase program does not have an expiration date. As of April 4, 2026, the Company had used approximately $17.0 billion to repurchase shares, leaving $1.0 billion of authority available for future repurchases.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the three months ended April 4, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit number 10.1 listed in this Exhibit Index is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form by Item 6 hereof.

Exhibit No. Exhibit

*10.1 2026-2028 Performance Measures under the Motorola Solutions Long Range Incentive Plan (LRIP), as approved on February 25, 2026. *31.1 Certification of Gregory Q. Brown pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certification of Jason J. Winkler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **32.1 Certification of Gregory Q. Brown pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **32.2 Certification of Jason J. Winkler pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Scheme Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (104) Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

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