# Motorola Solutions (MSI) - Recent Events ## Filings that contain financial statements - Form 8-K filed August 5, 2026, accession 0000068505-26-000027: Exhibit 99.1 earnings release for the quarter ended July 4, 2026 (Q2 2026). It carries condensed consolidated statements of operations, balance sheets and statements of cash flows, plus segment results and non-GAAP reconciliations. - Form 8-K filed May 7, 2026, accession 0000068505-26-000018: Exhibit 99.1 earnings release for the quarter ended April 4, 2026 (Q1 2026), with condensed consolidated statements of operations, balance sheets and cash flows. - Form 8-K filed February 11, 2026, accession 0000068505-26-000006: Exhibit 99.1 earnings release for the quarter and year ended December 31, 2025, with consolidated statements of operations, balance sheets and cash flows for the quarter and the full year. ## Earnings and guidance - **August 5, 2026 (Q2 2026 results, 0000068505-26-000027).** Sales were $3,133 million, up 13% from $2,765 million. GAAP diluted EPS was $3.33 (up 10%) and non-GAAP EPS was $4.41 (up 24%). Operating cash flow was $469 million and free cash flow $414 million. Backlog was a record Q2 $15.6 billion, up 11%. Results include a $60 million pre-tax benefit ($0.25 per share) from tariff refunds under the International Emergency Economic Powers Act (IEEPA), recorded in cost of sales after the company judged recovery of a portion of the refunds probable. The company repurchased $326 million of stock at an average $413.53 per share and paid $201 million of dividends in the quarter. - **Guidance raised (same release).** Full-year 2026 revenue is now expected at about $12.975 billion (prior $12.8 billion) and non-GAAP EPS of $17.62 to $17.72 (prior $16.87 to $16.99). Third-quarter 2026 guidance is revenue growth of about 8% and non-GAAP EPS of $4.39 to $4.44. The release also notes higher memory costs driven by AI-related demand. - **May 7, 2026 (Q1 2026 results, 0000068505-26-000018).** Guidance was raised: full-year 2026 revenue of about $12.8 billion (from $12.7 billion) and non-GAAP EPS of $16.87 to $16.99 (from $16.70 to $16.85). The second-quarter outlook was revenue growth of about 8.5% and non-GAAP EPS of $3.82 to $3.88. First-quarter sales rose 7% to $2.7 billion. - **February 11, 2026 (Q4 and full-year 2025 results, 0000068505-26-000006).** Initial 2026 guidance was revenue of about $12.7 billion and non-GAAP EPS of $16.70 to $16.85, with first-quarter revenue growth of 6% to 7% and non-GAAP EPS of $3.20 to $3.25. In 2025 the company closed four acquisitions for $4.9 billion net of cash acquired, repurchased $1.2 billion of stock and paid $728 million of dividends. ## Acquisitions - **Silvus Technologies - closed.** Signed May 27, 2025 (0001193125-25-127588): upfront consideration of $4.4 billion (about $4.38 billion cash plus about $20 million of restricted stock), with earnout consideration of up to $600 million payable in shares. The company completed the acquisition on August 6, 2025 (0001193125-25-174512) and drew $1.5 billion of delayed-draw term loans to help fund it ($750 million 364-day and $750 million three-year, credit agreements dated July 21, 2025, 0001193125-25-161886). The Form 10-Q for the quarter ended July 4, 2026 reports a $91 million charge in the first six months of 2026 to increase the fair value of the earnout liability. In January 2026 the company repaid $200 million of the 364-day facility, leaving $550 million outstanding on it (per the Form 10-Q, 0000068505-26-000028). - **D-Fend Solutions - signed, not closed.** The company entered into a definitive agreement on May 31, 2026 to acquire D-Fend, a counter-drone technology provider, for $1.5 billion, subject to customary adjustments; closing is expected in the second half of 2026 (Form 10-Q 0000068505-26-000028; Q2 release 0000068505-26-000027). No 8-K on file reports the signing or a closing. The August 2026 senior notes offering is intended to fund part of the consideration, alongside cash on hand, revolving credit facility or commercial paper borrowings and/or a proposed $300 million term loan (see Debt and capital actions). - **Bell Mobility land mobile radio networks services business - signed, not closed.** Definitive agreement dated March 26, 2026 for CAD 675 million (about $500 million per the company), expected to close in the fourth quarter of 2026 (Form 10-Q 0000068505-26-000028; Q1 release 0000068505-26-000018). - **Smaller closed deals.** Exacom (closed March 11, 2026, $67 million net of cash acquired) and Hyper (closed March 24, 2026, $23 million net of cash acquired) per the Form 10-Q. Blue Eye closed in the fourth quarter of 2025 for $79 million net of cash acquired (0000068505-26-000006). ## Debt and capital actions - **September 9, 2026 (0001193125-26-386490).** The board authorized a $2.0 billion increase to the share repurchase program, bringing the total authorization since July 2011 to $20 billion with no expiration. The press release says about $0.6 billion of authority remained under the prior $18 billion program at the end of Q2 2026. - **August 17, 2026 (0001193125-26-354035).** The company closed an underwritten offering of $350 million of 4.850% senior notes due 2029 and $600 million of 5.650% senior notes due 2036 (underwriting agreement dated August 6, 2026). The 8-K does not state the use of proceeds; the final prospectus supplement (Form 424B2, accession 0001193125-26-342454, filed August 10, 2026) states net proceeds of approximately $942.2 million, which, together with cash on hand and/or borrowings under the existing revolving credit facility or commercial paper program and/or a proposed new $300 million term loan, are intended to fund all or a portion of the $1.5 billion D-Fend consideration and for general corporate purposes. The offering was not conditioned on the D-Fend acquisition closing. - **June 16, 2025 (0001193125-25-141449).** The company closed an offering of $600 million of 4.850% notes due 2030, $500 million of 5.200% notes due 2032 and $900 million of 5.550% notes due 2035, about $2.0 billion of net proceeds per the Form 10-Q, in connection with the Silvus financing. ## Governance - **March 12, 2026 (0001193125-26-104278).** Board enlarged from eight to nine members; Peter A. Leav (Senior Advisor, TPG Inc.) joined. - **November 18, 2025 (0001193125-25-286239).** Board enlarged from seven to eight members; Dr. Mark E. Lashier (Chairman and CEO of Phillips 66) joined. - **May 18, 2026 annual meeting (0001193125-26-232694).** All eight director nominees were elected, PricewaterhouseCoopers LLP was ratified as auditor for 2026, and the advisory say-on-pay vote passed (121.4 million for, 11.3 million against). ## Legal - The Q2 2026 release (0000068505-26-000027) reports that Hytera has paid $232 million against the trade-secret award, $60 million of it in the first half of 2026. The District Court has yet to rule on the recalculated copyright damages (originally $136.3 million), and Hytera has appealed the H-Series royalty order (about $116 million reported by Hytera).