SEC Form 8-K filed by Motorola Solutions Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 16, 2025

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (847) 576-5000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 16, 2025, Motorola Solutions, Inc. (the “Company”) closed the public underwritten offering (the “Offering”) of $600,000,000 in aggregate principal amount of 4.850% senior notes due 2030 (the “2030 Notes”), $500,000,000 in aggregate principal amount of 5.200% senior notes due 2032 (the “2032 Notes”) and $900,000,000 in aggregate principal amount of 5.550% senior notes due 2035 (the “2035 Notes” and together with the 2030 Notes and the 2032 Notes, the “Notes”) pursuant to the Underwriting Agreement, dated June 2, 2025, by and among the Company and the several underwriters named therein (the “Underwriting Agreement”). The Notes were issued pursuant to an Indenture dated as of August 19, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), as supplemented by an Officers’ Certificate, dated June 16, 2025 (the “Officers’ Certificate”). The Notes were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-277316) under the Securities Act of 1933, as amended.

The Underwriting Agreement is filed as Exhibit 1.1, the Indenture is included as Exhibit 4.1, the Officers’ Certificate is filed as Exhibit 4.2, and specimen copies of the 2030 Notes, the 2032 Notes and the 2035 Notes are filed as Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5, respectively, to this current report on Form 8-K and each is incorporated herein by reference. The foregoing description of the Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits (or incorporated by reference) to this current report on Form 8-K and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.