Motorola Solutions, Inc.

Equity Usage

Over the years, we have modified our share granting practices to meet the changing needs of our business and drive our growth while continuing to monitor our stock-based compensation expense and overall shareholder dilution. The Committee has also delegated authority to our CEO, most senior human resources executive, Chief Financial Officer and General Counsel to make off-cycle equity grants to employees other than our Section 16 reporting officers when such employees are newly hired or promoted, in recognition of outstanding achievement or for retention. These grants are typically made on the first business day of each of March, June, September and December (during an open trading window) with respect to stock option grants to vice president level employees, and on the first business day of each month with respect to RSU grants to vice president level employees and our general employee base. For more information regarding our policies and practices on the timing of equity awards, see “Equity Grant Processes” below.

At the 2015 annual meeting of shareholders, our shareholders approved the Motorola Solutions 2015 Omnibus Incentive Plan, which was an amendment and restatement of the Motorola Solutions Omnibus Incentive Plan of 2006. This reduced the total number of shares reserved and approved for issuance by approximately 7 million shares, to 12 million shares. At the 2022 annual meeting of shareholders, our shareholders approved the Motorola Solutions Amended and Restated Omnibus Incentive Plan of 2015 (the “Omnibus Plan”), effective as of May 17, 2022, which increased the total number of shares reserved and approved for issuance by 4.65 million shares. Also in 2022, the Committee agreed to extend the eligibility for our annual equity grant to lower level managers. This additional eligibility helped attract and retain top performing employees in a competitive talent market. Throughout the years, we have continued to monitor our equity-granting practices to ensure our share usage and stock-based compensation expense remain in line with competitive levels.

In 2024, we continued to have acquisition activity and, in an effort to preserve enterprise knowledge and align our new employees’ interests with those of our shareholders, we issued equity as part of the acquisitions and made retention grants under the Omnibus Plan. The shares issued as part of the acquisitions were granted outside of our standard compensation programs and do not count against our shares available for future issuance. The information below for 2022, 2023 and 2024 only includes share usage as a percentage of common stock outstanding as of December 31 for each year and aggregate value of equity granted under our compensation programs. It excludes 0.03% share usage and $13 million value of equity granted as part of acquisitions for 2022, 0.01% share usage and $5 million value of equity granted as part of the acquisition for 2023, and 0.04% share usage and $26 million value of equity granted as part of acquisitions for 2024.

Equity Grant Processes

The Committee approves all equity grants made to our Section 16 reporting officers, which includes our NEOs, with concurrence of the Board for grants to our CEO. The Committee approves and grants annual equity awards at approximately the same time each year. Each year the Committee approves (with the concurrence of the Board with respect to our CEO) the annual grant of PSUs, POs and MSUs for our eligible employees, including our NEOs, at its March meeting. Employees are not permitted to choose the grant date for their individual grants. Grants are effective on the date of the meeting, subject to the terms of our equity granting policies described below.

All stock options are granted at an exercise price at or above the closing market price of our common stock on the date of grant. Equity awards, including options, are not structured to precede or coincide with the disclosure of material non-public information, such as, for example, significant earnings announcements or announcements regarding a material acquisition or similar transaction likely to result in changes to the price of our Common Stock.

In addition, we do not grant any equity awards to our Section 16 reporting officers or options to our other vice president-level employees during periods in which there is material non-public information about the Company. This includes during closed trading windows established in connection with the public release of earnings information or any other event-specific closed trading window under our Insider Trading Prohibitions Policy (each, a “Closed Window”), or at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material non-public information (each, a “Filing Window”). If a meeting of the Committee during which equity awards are granted to our Section 16 reporting officers occurs during a Closed Window or a Filing Window, then the grant will not be effective until after the first business day following the disclosure of the applicable material non-public information, unless such day is within a Filing Window, in which case such grants will not be effective until after the first business day following the end date of the Filing Window. In addition, in 2024, we did not grant any equity awards to our Section 16 reporting officers during a Filing Window.

It is not our practice to, and during the year ended December 31, 2024 wedid not, time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.