MSI 10-K & 10-Q changes, risk factors and insider trading

As we introduce new products and services and enhance existing products and services in our segments,services, we may face increased areas of risk related to the success of such products and services that we may not be able to properly assess or mitigate, as well as increased competition and additional compliance obligations, each of which could harm our reputation, market share, results of operations and financial condition or result in additional obligations or liabilities for our business.

The markets for certain products and services of ours are characterized by evolving technologies, industry standards and customer preferences. For example, the software and video security industries arehave been characterized by rapidly changing customer preferences in favor of cloud solutions and the adoption of AI capabilities. In some cases, it is unclear what specific technology will be adopted in the market or what delivery model will prevail. As another example, there have been and are long standingcurrently initiatives by governments in several countries to transition public safety communications away from LMR networks onto public mobile broadband networks. While such initiatives have gained littlelimited traction to date, if customers conclude that public mobile broadband networks, potentially augmented with emerging technologies, provide adequate resiliency, coverage, control, and cost for their critical communication needs, it could adversely affect our LMR CommunicationsMCN sales. Our MCN sales could also be adversely affected by evolving technologies created to defeat encryption or our products’ ability to communicate in a contested environment, which could result in our MCN radios becoming less secure or effective. The process of developing new products and services and enhancing existing products and services to meet such evolving technologies, industry standards and customer preferences is complex, costly and uncertain. Any failuredelay by us to effectively, timely, and frequentlyin a timely manner, introduce new products and services or enhance current products and services, including by accurately predicting technological and business trends, controlling research and development costs or executing our strategy, could significantly harm our reputation, market share, results of operations andor financial condition. Many of our products and services are complex and we may experience delays in completing development or introducing new products or services in the future.

Further,In addition, new technologies and new competitors continue to enter our markets at a faster pace than in the past, and customer trends also continue to evolve at a rapid pace, resulting in increased competition. We may continue to face increasing competition from both incumbents and emerging competitors as customer contracts become larger, more complicated, and include an expanded range of services or complex product requirements. For example, with our acquisition of Silvus in August 2025 and expanded defense opportunities, we now face increased competition for certain products and services from startups and defense contractors that may have certain competitive advantages. Another area in which we face significant competition fromis other companies that are developing their own AI systems.AI. Other companies may develop AI systems that are similar or superior to our technologies or more cost-effective to develop and deploy.deploy, Additionally,and customer demand for AI-based technologies and analytics may continue to increase at a fast rate. Therefore, theThe research and development cost we may incur to compete with such AI systems and meet increased customer demand for AI-based technologies and analytics may increase the cost of our offerings.products and services. If we are unable to mitigate these risks, our results of operationsoperations, financial condition or reputation may be adversely affected.

In order to position ourselves to take advantage of growth opportunities or to meet other strategic needs such as product or technology gaps, we have made, and expect to continue to make, strategic acquisitions that involve significant risks and uncertainties. These risks and uncertainties include: (i) the inability to realize our business plan with respect to the acquired businesses, (ii) the difficulty or inability in integrating newly-acquired businesses and operations in an efficient and effective manner, including ensuring proper integration of acquired businesses’ legal and regulatory compliance programs, information technology systems and financial reporting and internal control systems, (iii) the challenges in integrating acquired businesses to create the operating platform for physical security, (iv) the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions, (v) the risk that our contractual relationships or the markets served do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets, (vi) the potential loss of key employees of the acquired businesses, (vii) the risk of diverting the attention of senior management from our operations, (viii) the risks of entering new markets in which we have limited experience, (ix) future impairments of goodwill, (x) the potential loss of intellectual property due to actions of employees in connection with such acquisitions, (xi) the risks of exposure to new patent assertions by third-parties directed at the technologies of the newly acquired businesses, and (xii) the potential identified or unknown security vulnerabilities in acquired products that expose us to additional security risk.risk, (xiii) the inability to retain customers, distributors, vendors and other business partners of the acquired businesses, (xiv) potential negative reactions from stakeholders, and (xv) exposure to litigation, regulatory or other claims in connection with, or inheritance of claims or other litigation risk as a result of, an acquisition.

Certain acquisition candidates in the industries in which we participate may carry higher relative valuations (based on revenues, earnings, cash flow, or other relevant multiples) than we do. Acquiring a business that has a higher relative valuation than Motorola Solutions may be dilutive to our earnings. In addition, we may choose not to pursue opportunities thatbecause arethey may be highly dilutive to near-term earnings.

If the quality of our products does not meet our customers' expectations or regulatory or industry standards, or our products and services suffer from an actual or perceived systems or service failure, then our salesresults andof operatingoperations, earnings,financial andcondition, ultimatelyor our reputation,reputation could be negatively impacted.

Some of the products we sell may have quality issues resulting from the design or manufacture of the product, or from the software used in the product. Sometimes, these issues may be caused by components we purchase from suppliers, or from finished products we purchase from other manufacturers, which we then resell to customers. Often these issues are identified prior to the shipment of the products and may cause delays in shipping products to customers, or even the cancellation of orders by customers. Sometimes, we discover quality issues in the products after they have been shipped to our customers, requiring us to resolve such issues in a timely manner that is the least disruptive to our customers, particularly in light of the mission-critical nature of our products. SuchAny failure or perceived failure of certain mission-critical products and services we develop for use in areas such as defense, public safety and unmanned systems, could result in litigation by persons alleging harm, such as injuries or loss of life, or economic damage, including property damage. Other impacts of any such pre-shipment and post-shipment quality issues or failures or perceived failures of our mission-critical products and services can haveinclude legal, financial and reputational ramifications, includingsuch as: (i) delays in the recognition of revenue, loss of revenue or future orders, or revenue reversals, (ii) customer-imposed penalties for failure to meet contractual requirements, (iii) increased costs associated with repairing or replacing products, and (iv) a negative impact on our goodwill and brand name reputation. In some cases, if the quality issue affects the product's performance, safety or regulatory compliance, then such a “defective” product may need to be “stop-built”, “stop-shipped” or recalled. Depending on the nature of the quality issue and the number of products in the field, it could cause us to incur substantial recall or corrective field action costs, in addition to the costs associated with the potential loss of future orders and the damage to our goodwill or brand reputation. In addition, we may be required, under certain customer contracts, to pay damages for failed performance that might exceed the revenue that we receive from the contracts. Recalls and field actions involving regulatory non-compliance could also result in fines and additional costs. Recalls and field actions could result in third-party litigation by persons or companies alleging harm or economic damage as a result of the use of the products.products or services.

Our ability to meet customers' demands depends, in part, on our ability to timely obtain an adequate delivery of quality materials, parts, and components, as well as software and services, from our suppliers. If demand for our products or services increases from our current expectations or if, as we have experienced in the past, suppliers are unable to meet our demand for other reasons, including as a result of supply chain constraints; natural disasters (including events related to climate change); import/exporttrade restrictions,policy decisions, such as new, expanded or retaliatory tariffs, sanctions, quotasquotas, import/export restrictions or trade barriers (including recentrestrictions U.S.around tariffsrare imposedearth or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countriesminerals); financial issues or other factors, we have, and could continue to experience an interruption in supply or a significant increase in the price of supply. Recently, we have experienced increased costs on materials and components as a result of the dynamic global supply chain environment. Mitigation actions that we develop going forward, such as working with our global supply base to mitigate our exposure to such risks, may not be successful in counteracting any such increased costs. We expect that any future supply chain effects could also impact our ability to meet customer demand and negatively impact our results of operations.

We enter into large, multi-year system and services contracts with municipal, state, and nationwide government and commercial customers. In some cases, we may not be the prime contractor and may be dependent on other third-parties such as commercial carriers or systems integrators. Our entry into these contracts exposes us to risks, including among others: (i) technological risks, (ii) risk of defaults by third-parties on whom we are relying for products or services as part of our offering or who are the prime contractors, (iii) financial risks, including potential penalties applicable to us if performance commitments in managed services contracts are not met, the estimates inherent in projecting costs associated with such contracts, the fact that such contracts often only receive partial funding initially and may be cancellable on short notice with limited penalties, our inability to recover front-loaded capital expenditures in long-term managed services contracts, the impact of the termination of funding for a government program or the insolvency of a commercial customer, and the impact of currency fluctuations and inflation, (iv) cybersecurity risks, especially in managed services contracts with public safety and enterprise customers that process data, and (v) politicalpolitical, regulatory or regulatorylitigation risks, especially related to the contracts with government customers,customers including(such as with our Airwave contract in the U.K., as described below.U.K.).

A significant amount of manufacturing and research and development of our products, as well as administrative and sales facilities, takes place outside of the U.S. If the operations in these facilities are disrupted, our business, financial condition, results of operation,operations, and cash flows could be negatively impacted.

Because of these sizable sales and operations outside of the U.S., we have more complexity in our operations and are exposed to a unique set of global risks that could negatively impact our business, financial condition, results of operations, and cash flows, including but not limited to: (i) currency fluctuations, including but not limited to increased pressure to agree to established currency conversion rates and cost of living adjustments as a result of foreign currency fluctuations, (ii) import/export regulations, tariffs, trade barriers and trade disputes (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and any retaliatory actions taken by such countries),disputes, customs classifications and certifications, including but not limited to changes in classifications or errors or omissions related to such classifications and certifications, (iii) compliance with and changes in U.S. and non-U.S. laws or regulations related to antitrust and competition (such as the CMA’s Charge Control and the EU Foreign Subsidies Regulation), anti-corruption (such as the Foreign Corrupt Practices Act and the U.K. Bribery Act), trade,trade and country of origin, labor and employment, environmental, health and safety, technical standards,standards and product regulatory considerations, consumer protection, intellectual propertyproperty, data privacy and data privacy,sovereignty, regulated services such as telecommunications, cybersecurity and AI, and drones and counter-unmanned aircraft systems (UAS), (iv) tax issues, such as tax law changes, variations in tax laws from country to country and as compared to the U.S., obligations under tax incentive agreements, and difficulties in securing local country approvals for cash repatriations, (v) reduced financial flexibility given that a significant percentage of our cash and cash equivalents is currently held outside of the U.S., (vi) challenges in collecting accounts receivable, (vii) cultural and language differences, (viii) instability in economic or political conditions, including inflation, recession, government shutdowns, the imposition of sanctions and actual or anticipated military or political conflicts and terrorism, (ix) natural disasters, (x) public health issues or outbreaks or pandemics and (xi) litigation in foreign court systems and foreign enforcement or administrative proceedings.

Further, the benefits we receive under various agreements we have entered into with non-U.S. governments and agencies relateare tied to ourthe level of operations and/or sales in such foreign jurisdictions. If our operations or sales are not at levels originally anticipated, we may be at risk of having to reimburse benefits already granted, which could increase our cost of doing business in such foreign jurisdictions.

We rely on third-parties to develop, design and/or manufacture many of our components and some of our products (including software), and to assist in performing certain IT, network connectivity, HR information systems, manufacturing, repair, distribution and engineering services. As we outsource more of such operations, we are not able to directly control these activities. We could have difficulties fulfilling our orders andorders, our sales and profits could declinedecline, or we could be liable for outsourced actions, exposing us to contractual and regulatory risks, if: (i) we are not able to engage such third-parties with the capabilities or capacities required by our business, (ii) such third-parties lack our desired level of performance or service, lack sufficient quality control or fail to deliver quality components, products, services or software on time and at reasonable prices, (iii) there are significant changes in the financial or business condition of such third-parties, (iv) our third-party providers fail to comply with legal or regulatory requirements (such as the Uyghur Forced Labor Protection Act), or fail to timely notify us of information needed for our own compliance, (v) we have difficulties transitioning operations to such third-parties, or (vi) such third-parties are disrupted by external events, such as cyberattacks, natural disasters,disasters or extreme weather conditions, public health issues, outbreaks or pandemics, extreme weather conditions related to climate change, acts of terrorism or political conflicts.

We engage subcontractors, including third-party integrators, on many of our contracts and as we expand our technologies in our segments,technologies, our use of subcontractors has and we anticipate will continue to increase. Our subcontractors may further subcontract performance and may supply third-party products and software from a number of smaller companies. In addition, it is our policy to require our subcontractors and other third-parties with whom we work to operate in compliance with applicable laws, rules and regulations, including our Human Rights Policy (and, in addition, for our suppliers to comply with our Supplier Code of Conduct).

Increasing scrutinyEvolving and evolvingsometimes conflicting expectations from investors, customers, lawmakers, regulators and other stakeholders regarding environmental, social and governancesustainability (“ESG”)-related practicesconsiderations and disclosures, as well as recent U.S. based anti-ESG efforts,disclosures may adversely affect our reputation, adversely impact our ability to attract and retain employees or customers, expose us to potential liabilities, increased costs, reputational harm, increased scrutiny from the investment community or enforcement authorities or otherwise adversely impact our business and results of operations.

There isare increasing scrutinyevolving and evolvingsometimes conflicting expectations from investors, customers, lawmakers, regulators and other stakeholders on ESG-relatedsocial practicesand sustainability considerations and disclosures, including those related to environmental stewardship, climate change, diversity,human equity and inclusion ("DEI"),capital, forced labor, and workplace conduct.conduct and the use cases of our products. Regulators have imposed, and likely willmay continue to impose, ESG-relatedsocial and sustainability-related legislation, rules and guidance, which may conflict with one another and impose additional costs on us or expose us to new or additional risks, including requiring additional reporting that will expand the public's access to our programs and metrics.metrics Inor addition,impose recentchanges "anti-ESG"to sentimentour hasmanufacturing gainedpractices, momentumoperations inand/or theproduct U.S.,designs. Additionally, some stakeholders may disagree with certainour lawmakersgoals, initiatives and interestother groups having proposed or enacted "anti-ESG" policies, legislation, or initiatives or issued related legal opinions. Furthermore, President Trump recently issued a series of executive orders, some of which target programs related to DEI and climate change. The Trump Administration has indicated that it will continue to scrutinize these programs. Moreover, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to different ESG-related matters, and unfavorable ratings of us or our industries may lead to negative investor sentimentactions and the diversionfocus of investmentstakeholders tomay otherevolve companiesover or industries. We have elected to share publicly our ongoing ESG-related efforts in our proxy statement, Corporate Responsibility Report, TCFD Report, and on our corporate website.time. Our business may face higher expectations as well as increased scrutiny related to these activities. Our failure or perceived failure to meetachieve our goals, further our initiatives, adhere to our public statements, comply with sustainability laws and regulations, or maintainmeet ESG-relatedevolving goalsand orvaried otherwisestakeholder respondexpectations toand anti-ESG effortsstandards could harm our reputation, adversely impact our ability to attract and retain employees or customers, expose us to increased scrutiny from the investment community or enforcement authorities or otherwise adversely affect our business and results of operations.

Current or future legislation and governmental regulations pertaining to AI, AI-enabled products and the use of biometrics or other video analytics may affect how our business is conducted or expose us to unfavorable developments resulting from changes in the regulatory landscape. For example, the AI Act in the EU became law in August 2024, with key obligations applying in stages through August 2027, including key provisions to us applying in early 2025 and August 2026.2027. The AI Act will placeplaces significant restrictions on the use of AI for real-time “biometric identification” by law enforcement, and implementimplements significant compliance requirements on the development and use of AI for biometric identification of any kind. Once fully implemented, the AI Act will also place compliance requirements on a variety of other AI uses by law enforcement, as well as on the companies that develop those products, including us. At the same time, the EU is considering several proposals to modify key provisions of the AI Act in order to reduce the burden on businesses, as part of its initiative for regulatory simplification. Other suchlaws lawsrelated to AI are expected to pass around the globe, including the U.S. and Brazil, in the coming months and years. For example, in 2024,recent years, numerous U.S. states consideredconsidered, and some have adopted, legislation that would establish a comprehensive regulatory framework for the use of AI. Colorado becameAdditionally, the firstEU state tomay enact suchcertain arestrictions lawon forthe privategeographic sector uselocation of AI solutions and Newdomicile York enacted a law that will regulate public sector uselocation of AI.providers of AI products to customers within the EU.

With respect to biometrics and other analytics, laws such as the Biometric Information Privacy Act in Illinois have restricted the collection, use and storage of biometric information and provide a private right of action of persons who are aggrieved by violations of the act. Additionally, laws such as the California automatic license plate recognition (“ALPR”) statute regulate the use of ALPRs and provide a private right of action to persons who have suffered actual damages from violation of the statute.statute, and we expect to see an increase in state ALPR legislation going forward. The Federal Trade Commission has increasinglyalso pursued enforcement actions against companies for the misuse of biometric information and the use of facial recognition technology without implementing appropriate safeguards. Current or future legislation, governmental regulations, and enforcement actions pertaining to biometrics and other analytics have exposed us to, and we expect will continue to expose us to, regulatory and litigation risks.

We are subject to complex and changing laws and regulations in various jurisdictions regarding cybersecurity, privacy, data protection, data sovereignty and information securitysecurity, which exposes us to increased costs and potential liabilities in the event of any actual or perceived failure to comply with such legal and compliance obligations and could adversely affect our business.

Various jurisdictions have adopted or are expected to introduce new laws and regulations regarding cybersecurity, privacy, data protection, data sovereignty and information security which have impacted, or we expect will impact, us by exposing us to increased costs and potential liabilities. With respect to cybersecurity laws and regulations, this includes the EU Directive (EU) 2022/2555 ("NIS2"), which became effective in the EU inand Octoberother 2024jurisdictions we are subject to, and is in the process of implementation by each EU Member State. NIS2 requires usexpect to register with national cybersecurity agencies, submit significant cybersecurity incident reports and adopt appropriate measurescontinue to minimize cybersecurity risks. We may also become subject toto, newincreasingly stringent and prescriptive cybersecurity lawslegislation mandating the implementation of distinct cybersecurity risk management measures and regulationsobligations into otherdemonstrate jurisdictions,our ascompliance wellthrough ascertification or self-attestations. Such legislation typically includes obligations for ensuring the integrity of our supply chain, including supplier-focused cybersecurity obligations. The cybersecurity legal and regulatory environment is complex and continues to evolve across many jurisdictions. Compliance with these laws and regulations exposes us to increased costs and any noncompliance, whether actual or perceived, could result in potential liabilities.

With respect to privacy and data protection, the EU adopted theEU's General Data Protection Regulation (“GDPR”) which took effect in 2018, harmonizing data protection laws across the EU. The GDPR strengthensstrengthened individual privacy rights and enhancesenhanced data protection obligations for processors and controllers of personal data. ThisThe GDPR includes expandedexpansive disclosures about how personal information is to be used, limitations on retention of information and mandatory data breach notification requirements. Noncompliance with the GDPR can trigger significant fines.

U.S. federal, state and other foreign governments and agencies have adopted or are considering adopting laws and regulations regarding the collection, storage, use, processing and disclosure of personal data. Numerous state governments within the U.S. have enacted their own versions of “GDPR-like” privacy legislation, which has created, and we expect will continue to create, additional compliance challenges, risks, and administrative burdens. ComprehensiveA comprehensive U.S. federal privacy legislationlaw is also in the process of being discussed seriouslydrafted by lawmakers, and the FederalHouse TradePrivacy CommissionWorking hasGroup. commenced a privacy rulemaking that may attempt to implement nationwide rules. These proposals,This, as well as other standalone federal bills, could restrict the ability of companies to collect, store and sell certain types of data, as well as restrict the ability of law enforcement to collect, use and purchase data from privatecompanies companies.(for example, ALPR data). It is possible that a one-size fits all compliance program may be difficult to achieve and manage globally, and that we will be forced to comply with a patchwork of inconsistent privacy regulations.

Several other countries in which we operate, including Australia and Brazil,operate have established legal requirements for cross-border data transfers. There is continued uncertainty concerning rules related to transfers of EU and United Kingdom (“U.K.”) personal data outside of their respective jurisdictions. There is also an increasing trend towards data localization policies. Cloud-based solutions may be subject to further regulation with respect to data localization requirements and restrictions on the international transfer of data. If countries implement more restrictive regulations for cross-border personal data transfers (or customers do not permit personal data to leave the country of origin), it could affect the manner in which we provide our services or the geographical location or segregation of our relevant systems and operations, which could adversely impact our business.

Because the interpretation and application of cybersecurity, privacy, data protectionprotection, data sovereignty and information security laws and regulations are complex and still uncertain, it is possible that they may be interpreted and applied in a manner that is inconsistent with our existing practices or the features of our products, software and services. Any failure or perceived failure by us, our business partners, or third-party service providers to comply with such laws and regulations, or applicable commitments in contracts, could result in proceedings against us by governmental entities or others and significant fines and penalties, and adversely affect our business.

Government regulation of radio frequencies may limit the growth of private andprivate, public safety and government narrowband and broadband systems or reduce barriers to entry for new competitors.

Radio spectrum is required to provide wireless voice, data, and video communications services. The allocation of frequencies is regulated in the U.S. and other countries and limited spectrum is allocated to wireless services, including commercial andcommercial, public safety and government users. The global demand for wireless communications has grown exponentially, and spurred competition for access among various networks and users. In response, regulators are reassessing the allocations of spectrum among users, including public safety users, and considering whether to change the allocation of certain spectrum bands from narrowband to broadband use, or to require sharing of spectrum bands. Our results could be negatively affected by the rules and regulations adopted by regulators. Our products operate both on licensed and unlicensed spectrum. The loss of available radio spectrum may result in the loss of business opportunities. Regulatory changes in current spectrum bands (e.g., the sharing of previously dedicated or other spectrum) may require modifications to some of our products so they can continue to be manufactured and marketed.

A portion of our business is dependent upon U.S. government contracts and grants, which have availability of funding, spending levels and priorities that could change, are highly regulated and subject to disclosure obligations and oversight audits by U.S. government representatives and subject to cancellations. Any such changes in availability of funding, spending levels and priorities, disclosure events, audits or noncompliance with such regulations and laws could result in adverse findings and negatively impact our business.

Our business with or funded by the U.S. government is subject to specific laws and regulations with numerous and unique compliance requirements relating to formation, administration and performance of U.S. federal or federally funded contracts. These requirements, which may increase or change over time, may increase our performance and compliance costs thereby reducing our margins, which could have an adverse effect on our financial condition. Changes to these compliance requirements could result in our inability to renew or perform under certain contracts. Violations or other failures to comply with these laws, regulations or other compliance requirements could lead to terminations for default, suspension or debarment from U.S. government contracting or subcontracting for a period of time or other adverse actions. Such laws, regulations or other compliance requirements include those related to procurement integrity, export control, U.S. government security and information security regulations, supply chain and sourcing requirements and restrictions, employment practices, protection of criminal justice data, protection of the environment, accuracy of records, proper recording of costs, foreign corruption, Trade Agreements Act, Buy America Act, other domestic content requirements, and the False Claims Act. For example, President Trump issued an executive order in January 2025 that requires, in relevant part, that every federal contract or grant award include a clause that requires the contractor or grant recipient to (1) agree that its compliance with all applicable federal anti-discrimination laws is material to the government’s payment decisions on such contract or grant for purposes of the False Claims Act, and (2) certify that it does not operate any programs promoting DEI that violate any applicable federal anti-discrimination laws. The executive order increases our compliance risk through an increased risk of civil False Claims Act liability if our DEI practices are deemed to violate the federal anti-discrimination laws.

Generally, in the U.S., government contracts and grants are subject to certain voluntary or mandatory disclosure obligationsobligations, certifications and oversight audits by government representatives. Such disclosuresdisclosures, certifications or audits could negatively affect or result in adjustments to our contracts. For contracts covered by the Cost Accounting Standards, any costs found to be improperly allocated to a specific contract may not be allowed, and such costs already reimbursed may have to be refunded. Future disclosures, audits and adjustments, if required, may materially reduce our revenues or profits upon completion and final negotiation of such disclosure events or audits. Negative disclosure or audit findings could also result in investigations, termination of a contract or grant,contract, forfeiture of profits or reimbursements, suspension of payments, fines and suspension or prohibition from doing business with the U.S. government. All contracts with the U.S. government can be terminated for convenience by the government at any time.

Certain of our offerings includethe services thatwe offer are subject to telecommunications regulations in various jurisdictions, which expose us to increased costs to address compliance obligations and potential liability in the event of any failure to comply with such regulations, which could result in fines and penalties, reputational harm and adversely affect our business.

We are subject to a wide range of product regulatory and safety, consumer, worker safetysafety, and environmental product compliance and remediation laws that continue to expand and could impact our ability to grow our business, could subject us to unexpected costs and liabilities and could impact our financial performance.

Our operations and the products we manufacture are subject to a wide range of product regulatory and safety, consumer, worker safetysafety, and environmental product compliance and remediation laws. Compliance with such existing or future laws could subject us to future costs or liabilities, impact our production capabilities, constrict our ability to sell, expand or acquire facilities, restrict what products and services we can offer, and generally impact our financial performance. Some of these laws are environmental and relate to the use, disposal, cleanup of, and exposure to certain substances. For example, in the U.S., laws often require parties to fund remedial studies or actions regardless of fault and oftentimes in response to actions or omissions that were legal at the time they occurred. We continue to incur disposal costs and have ongoing remediation obligations, including those resulting from previously or newly discovered environmental issues located at discontinued Company facilities and waste disposal sites formerly used by Company facilities, as well as current and former facilities of companies that we acquire. Changes to environmental laws or our discovery of additional obligations under these laws could have a negative impact on our financial performance.

We rely extensively on our information systems to manage our business operations. We are subject to attempts to compromise our information technology systems from both internal and external sources. Like all information technology systems, our systems have been in the past, and could be in the future, vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, cyberattacks, cyber intrusions, computer viruses, security breaches, denial-of-service attacks, ransomware or other malware, energy blackouts, natural disasters and severe weather conditions, terrorism, sabotage, wars, insider threats, human errors and computer and telecommunication failures. As a provider of mission-critical physical security products and services for both public safetysafety, defense and enterprise customers in the U.S. and globally, including systems that we operate and maintain for certain customers of ours or as a software-based service, we face additional risk as a potential target of sophisticated attacks aimed at compromising both our company’s and our customers’ sensitive information and intellectual property. This risk is heightened because these systems may contain sensitive governmental information or personally identifiable or other protected information. Our vulnerability and that of our third-party vendors to cyber and other information technology risks may also be increased by factors such as cyberattacks related to geopolitical conflicts (which may be heightened by our global presence) and the large portion of our office workforce that continues to work from home.. Additionally, the volume, frequency and sophistication of these threats (including through the use of AI) continues to grow and the complexity and scale of the systems to be protected continues to increase. As we continue to integrate the use of AI to enhance our accounting operations and help improve employee productivity and efficiency, we also face enhanced risks and challenges related to cybersecurity and information technology. Like other enterprise software companies, we also use open source software from time to time, which may be more susceptible to vulnerabilities that may not be identified with scanning tools. In an effort to protect against such attacks, we maintain insurance related to cybersecurity risks and employ a number of countermeasures and security controls, including training, audits, encryption, and utilization of commercial information security threat sharing networks. If we fail to effectively manage our cybersecurity, our business, products, and services could suffer from the resulting weaknesses in our infrastructure, systems or controls.

If we are unable to adequately protect our intellectual property, or if we, our customers and/or our suppliers are found to have infringed intellectual property rights of third parties,third-parties, our competitive positionposition, andfinancial condition or results of operations may be adversely impacted.

Our intellectual property rights protect our innovations and technology, and they may also generate income under license agreements. We attempt to protect our proprietary technology with intellectual property in the form of patents, copyrights, trademarks, trade secret laws, confidentiality agreements and other methods. We also generally restrict access to and distribution of our proprietary information. Despite these precautions, it may be possible for a third-party to obtain and use our proprietary information or develop similar technology independently. As we expand our business, including through acquisitions, and compete with new competitors in new markets, the breadth and strength of our intellectual property portfolio in those new markets may not be as developed as in our longer-standing businesses. This may expose us to a heightened risk of litigation and other challenges from competitors in these new markets. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries. Unauthorized use of our intellectual property rights by third-parties and the cost of any litigation necessary to enforce our intellectual property rights could have a negative impact on our financial results and competitive position. Moreover, the validity and scope of coverage of our patents cannot be fully determined prior to litigation.

Additionally, because our products are comprised of complex technology, we arehave oftenbeen in the past, and may be in the future, involved in or impacted by assertions, including both requests for licenses and litigation, regarding third-party patents and other intellectual property rights. TheFor example, the development of products operable in accordance with industry standards, such as those related to 4G, 5G, Wi-Fi, audio, video, or various other wireless technologiestechnologies, may result in third-party patent royalty demands. Third-parties have asserted, and in the future may assert, intellectual property infringement claims against us and against our customers and suppliers.suppliers, seeking a percentage of sales as license fees, broad injunctive relief, or a combination thereof. Many of these assertions are brought by non-practicing entities ("NPEs"), whose principal business model is to secure patent licensing-based revenue from product manufacturing companies. TheRecent patentpolicy holderschanges oftenby makethe broadU.S. Patent and sweepingTrademark claimsOffice regardingrelated to the applicabilityPatent ofTrial theirand patentsAppeal Board’s inter partes review process could also lead to ouran productsincrease andin services, seeking a percentage of sales as licenses fees, seeking injunctions to pressure us into taking a license, or a combination thereof. Third-partysuch litigation fundingfiled exacerbatesby this situation, sometimes hindering the ability to settle matters.NPEs. Defending claims may be expensive and divert the time and efforts of our management and employees. Third-parties may also seek broad injunctive relief, which could limit our ability to sell our products in the U.S. or elsewhere with intellectual property subject to the claims. If we do not succeed in any such litigation, we could be required to expendpay significant resources to pay damages, develop non-infringing products or to obtain licenses to the intellectual property that is the subject of such litigation, each of which could have a negative impact on our competitive position, financial results.condition or results of operations. Such licenses, if available at all, may not be available to us on commercially reasonable terms. In some cases, we might be forced to stop delivering certain products if we or our customers or suppliers are subject to a final injunction.

Motorola Solutions'Solutions is a global leader in mission-critical safety and security technologies for public safety, government, including defense, and enterprise customers. Our business is focused on safety and security.security Everydriven day we work to deliver onby our commitment ofto helping tohelp create safer communities, safer schools, safer hospitalshospitals, safer businesses, and ultimately, safer businesses.nations. Our work as a global leader in public safety and enterprise security is groundedGrounded in nearly 100 years of close customer and community collaboration.collaboration, Wewe design and advance technology for more than 100,000 public safety and enterprise customers in over 100 countries, drivenwith bythe ourgoal commitmentof to help makemaking everywhere safer for all.

Our ecosystem of safety and security technologies is managed through two segments: "Products and Systems Integration" and Software and Services". Within these segments, we have three principal product lines in which we report net sales: Mission Critical Networks ("MCN"), Video Security and Access Control ("Video") and Command Center. Our strategy is to generate value through our technologies that help meet the changing needs of our customers around the world in protecting people, property and places. While each technology individually strives to make users safer and more productive, we believe we can enable better outcomes for our customers whenby we uniteuniting these technologies toas worka together.comprehensive integrated safety and security system. Our goal is to help removedismantle silos and barriers between people and technologies,systems, so that data unifies, information flows, operations run and collaboration improves to help strengthen safety and security everywhere. Across all three technologies, we offer on-premises, cloud-based and hybrid software solutions, and services such as cybersecurity subscription services and managed and support services.

One example of thisThis collaboration is highlightedclearly byillustrated in a school setting.setting: When a teacher presses a panic buttonbutton, onour a phone, thistechnologies can automatically notify local law enforcement of an emergency,enforcement, trigger a lockdown to secure all entries, share live video feeds with first responders and send mass notifications to key stakeholdersstakeholders. insideThis andintegrated outsideworkflow the school, helpinghelps schools to detect, respond to and resolve safety and security threats.threats faster and more effectively.

Our LMR CommunicationsMCN technology includes infrastructure and devices for LMR, mobile ad-hoc network ("MANET") technology, as well as devices for public safety Long Term Evolution (“LTE”) and public carrier LTE. Our technology enables voice and multimedia collaborations across two-way radio, WiFiWi-Fi and public and private broadband networks. We are a global leader in the two-way radio category, including Project 25 (P25), Terrestrial Trunked Radio ("TETRA") and Digital Mobile Radio (DMR), as well as other professional and commercial radio ("PCR") solutions. We also deliver LTE solutions for public safety, governmentgovernment, including defense, and commercialenterprise users, includingwith our portfolio of devices operating in both low-band and mid-band frequencies, including Citizens’ Broadband Radio Service (CBRS) frequencies. WeAdditionally, alsothrough offerour MANET and High Frequency (HF) and Very High Frequency (VHF) communications technologytechnologies, towe military,support defense, government and disaster relief agency customers whothat require dynamicdynamic, mobile and mobiletactical point-to-point voice and data communications in remote or contested environments without the need for fixed infrastructure.

We believe that public safetysafety, agenciesgovernment agencies, including defense, and enterprises continue to trust LMRmission-critical communications systems and devices because they are purpose-built and designed for reliability, availability, security and resiliency to help keep people connected even during the most challenging conditions.

By extending our two-way radios with broadband data capabilities, we strive to provide our customers with greater functionality and multimedia access to the information and data they need in their workflows. Examples include application services such as GPS location to better protect lone workers, job dispatch to assign tasks and work orders and over-the-air programming to optimize device uptime. Our view is that complementary data applications such as these enable government, public safety and enterpriseour customers to work more efficiently and safely, while maintaining their mission-critical voice communications to remain connected and working in collaboration with others.

Primary sources of revenue for this technology come from selling devices and building communications systems, including infrastructure, the installation and integration of our infrastructure equipment within our customers’ technology environments.operations. The LMRMCN technology within the Products and Systems Integration segment represented 83%84% of the net sales of the total segment in 2024.2025.

Our Video technology includes video management infrastructure, AI-powered security cameras including fixed and certain mobile video equipment, as well as on-premises and cloud-based access control solutions. We deploy video security and access control solutions to thousands of governmentgovernment, public safety and enterprise customers around the world, including schools, transportation systems, healthcare centers, public venues, commercial real estate, utilities, prisons, factories, casinos, airports, financial institutions, government facilities, state and local law enforcement agencies and retailers. Organizations such as these utilize video security and access control to verify critical events or incidents in real-time and to provide data to investigate an event or incident after it happens.

Organizations utilize video security and access control to verify critical events or incidents in real-time and to provide evidentiary data to investigate an event after it occurs. Our view is that government and public safety customers are increasingly turning to video security technologies, including fixed and mobile cameras,technologies to increase visibility, accountability and safety for communities and first responders alike.

LMR CommunicationsMCN services include support and managed services, which offer a broad continuum of support for our customers. Support services include repair and replacement, technical support and preventative maintenance, and more advanced offerings such as system monitoring, software updates and cybersecurity services. Managed services range from partial to full operational support of customer-owned or Motorola Solutions-owned communications systems. Our customers’ systems often have multi-year or multi-decade lifespans that help drive demand for software upgrades, device and infrastructure refresh opportunities, as well as additional services to monitor, manage, maintain and secure these complex networks and solutions. We strive to deliver services to our customers that help improve performance across their systems, devices and applications for greater safety and productivity.

Given the mission-critical nature of our customers’ operational environments, we aim to design the LMRmission-critical networks they rely on for reliability, availability, security and resiliency. We have a comprehensive approach to system upgrades that addresses hardware, software and implementation services. As new system releases and data security updates become available, we work with our customers to upgrade software, hardware, or both,both. withThis respectmay toinclude site controllers, comparators, routers, LAN switches, servers, dispatch consoles, logging equipment, network management terminals, network security devices such as firewalls and intrusion detection sensors, on-site or remotely.

The LMRMCN technology within the Software and Services segment represented 60%58% of the net sales of the total segment in 2024.2025.

Video software includes video network management and access control software, decision management and digital evidence management software, certain mobile video equipment and advanced vehicle location data analysis software, including license plate recognition.recognition, site protection, and mailroom and visitor management software. Our software is designed to complement video hardware systems, providing end-to-end video security to help keep people, property and places safe.

Our video network management software is embedded withintegrates AI-powered analytics to deliver operational insights to our customers by bringing attention to important events within their video footage. Given the growing volume of video content, we believe that AI-powered analytics are critical to delivering meaningful, action-oriented insights. Our view is that these insights can help to proactively detect an important event in real time as well as reactively search video content to detectinvestigate an important event that occurred in the past. For example, AI-powered analytics can highlight a person at a facility out of hours (unusual activity), locate a missing child at a theme park (appearance search), automate video verification workflows for building access (site protection), flag a vehicle of interest at a school (license plate recognition), send an alert if doors to a restricted area are propped open at a hospital (access control), or trigger a school's customized lockdown plan while simultaneously alerting first responders and sharing the school's video footage from(decision insidemanagement) theor school.redact people and objects in video evidence for investigations (digital evidence management).

Our cloud technologies can offer organizations the ability to access, search and manage their video security intrusionintrusion, access control, mailroom and accessvisitor controlmanagement systemsystems from a centralized dashboard, accessible on remote devices such as smartphones and laptops.laptops via web browser or mobile app. Additionally, our on-premises fixed video systems can be connected to the cloud, providingenabling our customers with the ability to securely access and manage video across their sites from a remote or central monitoring location. We believe that governments, public safety agencies and enterprises are increasingly turning to scalable, cloud-based multi-factor authentication access control to make their facilities more secure.

Our Video services include our "video-as-a-servicehardware-as-a-subscription" subscription-based offerings for law enforcement, simplifying procurement by bundlingoffering hardwarecameras and software intoin a singlepredictable subscription. For example,Our body cameras and in-car video systems can be paired with either on-premises or cloud-based digital evidence management software and complementary command center products. Our cloud solutions are also sold as-a-service, available asfrom single-year to multi-year hosted services, supporting our customers with upgrades and software enhancements to help ensure system performance and technological advancement. We also provide central monitoring services for customers who prefer a turnkey offering.

Our Command Center portfolio consists ofoffers cloud-native, on-premises and hybrid software solutions that support the complex process of theentire public safety workflowworkflow, from "the initial 911 call tothrough case closure." FromOur portfolio includes software applications and AI-powered capabilities that unify voice and data from public safety agencies, enterprises and the momentcommunity, enabling a personbroad contactsinformational 911, an arrayview of individualsoperations engageand incidents while helping to gatheraccelerate information, coordinate a responseworkflows and manageimprove the incidentaccuracy, tospeed resolution.and Thesetrust individualsof includedecisions. Our software serves call takerstakers, who answer and triage 911 calls; dispatchers who route calls to police, fire and emergency medical services to manage the response;dispatchers, first responders who support on scene;responders, intelligence analysts who support the incident;analysts, records and evidence specialistsspecialists, who preserve information and evidence; detectives who manage cases;detectives, crime analysts who identify patterns and accelerate investigations;analysts, and corrections officers who oversee jail and inmate management.officers.

•OperatingNet earningssales were $2.7$11.7 billion in 20242025 compared to $2.3$10.8 billion in 2023.2024.

•We ended 20242025 with a backlog position of $14.7$15.7 billion, up $438$1.0 millionbillion compared to 2023.2024.

•In the SoftwareProducts and ServicesSystems Integration segment, net sales were $3.9$7.3 billion in 2024,2025, an increase of $198$370 million, or 5%, compared to $3.7$6.9 billion in 2023.2024. On a geographic basis, net sales increased in both the North America region and decreased in the International region.regions. Operating earnings were $1.0$1.8 billion in 2024,2025, compared to $1.1$1.7 billion in 2023.2024. Operating margins decreasedwere 24.3% in both 2025 and 2024 to 25.7% from 28.1% in 2023 primarily driven the revenue reduction on Airwave services in accordance with the Charge Control,by higher employeesales, incentiveimproved costs,gross including share-based compensation, higher expenses associated with acquired businessesmargins and highera expensesgain related to legalthe matters,Hytera litigation, partially offset by higher salesemployee incentive costs and aan reductionincrease in intangible amortization expenses.

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 and six months ended AprilJuly 4, 2026 and MarchJune 29,28, 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 AprilJuly 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 (including with respect to inventory levels); (cb) the impact of acquisitions on our business; (dc) our plans to assess the impact of changes to tax law on our business; (ed) the return of capital to shareholders through dividends and/or repurchasing shares; (fe) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs; (gf) our ability to repatriate funds; (hg) the liquidity of our investments; (ih) our ability to access the capital markets; (ji) our use of proceeds from the issuance of notes under our unsecured commercial paper program; (kj) adequacy of internal resources to generate adequate amounts of cash to meet expected working capital, capital expenditure and cash requirements; and (lk) 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.

FirstSecond Quarter Financial Results

•Net sales were $2.7$3.1 billion in the firstsecond quarter of 2026 compared to $2.5$2.8 billion in the firstsecond quarter of 2025.

•Operating earnings were $525$809 million in the firstsecond quarter of 2026 compared to $582$692 million in the firstsecond quarter of 2025.

•Net earnings attributable to Motorola Solutions, Inc. was $366$557 million, or $2.18$3.33 per diluted common share, in the firstsecond quarter of 2026, compared to $430$513 million, or $2.53$3.04 per diluted common share, in the firstsecond quarter of 2025.

•Operating cash flow decreasedincreased $59$137 million to $451$920 million in the first quarterhalf of 2026 compared to $510$783 million in the first quarterhalf of 2025.

•We repurchased $118$444 million of common stock and paid $201$402 million in dividends in the first quarterhalf of 2026.

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 are actively managing our inventory and continue to work with our global supply base to mitigate our exposure to theelevated risksvolatility and uncertainty from global reciprocal (and sectoral) tariffs,these rising memory costs, as well as global tariffs 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. AsWe aexpect resultinventory oflevels theto remain elevated as we mitigate this dynamic supply chain environment,environment. weThe havecurrent experiencedenvironment has led to increased costs on materials and components, for which we continue to develop mitigation actions going forward.

Results of Operations—Three months ended AprilJuly 4, 2026 compared to three months ended MarchJune 29,28, 2025

The results of operations for the firstsecond 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.

The Products and Systems Integration segment’s net sales represented 57%61% of our net sales in the firstsecond quarter of 2026 and 61%60% in the firstsecond quarter of 2025. The Software and Services segment’s net sales represented 43%39% of our net sales in the firstsecond quarter of 2026 and 39%40% in the firstsecond quarter of 2025.

Net sales increased $186$368 million, or 7%,13%, in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The $173$255 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%,15%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 35%36% in the International region,region partiallyand offsetan by a decreaseincrease of 10%9% in the North America region. The $113 million, or 10%, increase in net sales within the Software and Services segment was driven by an increase of 9% in the North America region and an increase of 12% in the International region. Net sales includes:

•an increase in the Products and Systems Integration segment, inclusive of $181$210 million of revenue from acquisitions, driven by an increase in Video partially offset by a decrease in MCN; and Video;

•a 9% increase in the North America region was flat,region, inclusive of revenue from acquisitions, driven by an increase in MCN, Video and Command Center, partially offset by a decrease in MCN.Center.

•$27$211 million, or 2%,16%, decreasegrowth in MCN, inclusive of revenue from acquisitions, driven by the International and North America region, partially offset by the International regionregions; and

Gross margin was 50.2%53.6% of net sales in the firstsecond quarter of 2026 compared to 51.4%51.1% in the firstsecond quarter of 2025. The primary drivers of this decreaseincrease in gross margin as a percentage of net sales were:

•a 3.5%3.0% decreaseincrease in gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by unfavorablehigher mixsales, including favorable mix, and supplyIEEPA chaintariff costs;refunds partially offset by higher direct material costs; and

•a 2.6%1.5% increase in gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, primarily driven by higher sales, including favorable mix, and improved operating leverage.mix.

Other charges increased $97$73 million in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The increase was primarily driven by:

•$90$95 million of intangible amortization expense in the firstsecond quarter of 2026 compared to $37$39 million of intangible amortization expense in the firstsecond quarter of 2025; partially offset byand

•a $40$20 million gain on Hytera litigation for amounts recovered through legal proceedings due to the theft of our trade secrets recognized in the firstsecond quarter of 2026 compared to $10 million of gains on Hytera litigation in the firstsecond quarter of 2025.

Operating earnings decreasedincreased $57$117 million, or 10%,17%, in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025. The decreaseincrease in Operating earnings was due to:

•a $82$90 million increase in the SoftwareProducts and ServicesSystems Integration segment, primarily driven by higher sales, including favorable mix, andIEEPA tariff refunds, improved operating leverage, and a gain on the Hytera litigation partially offset by higher employee incentive costs, including share-based compensation, an increase in intangible amortization expense, higher expenses associated with acquired businesses.businesses, higher direct material costs, and a contingent earnout charge related to the Silvus acquisition; and

The $53$48 million increase in Interest expense, net in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 was primarily driven by higher outstanding debt.

The $4$7 million increasedecrease in Other, net in the firstsecond quarter of 2026 compared to the firstsecond quarter of 2025 was primarily driven by:

•a $27$17 million loss on derivatives in the firstsecond quarter of 2026 compared to a $13$34 million gain on derivatives in the firstsecond quarter of 2025.2025;

The effective tax rate for the three months ended AprilJuly 4, 2026 of 17%25% was lowerhigher than the effective tax rate for the three months ended MarchJune 29,28, 2025 of 21%,24%, primarily due to highera excessnet increase in unrecognized tax benefits of share-based compensation and an increased deduction for foreign-derived deduction-eligible income (formerly known as foreign-derived intangible income).benefits.

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 AprilJuly 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.