Motorola Solutions 10-Q 2025-03-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

For the quarterly period ended March 29, 2025

or

For the transition period from to

Commission file number: 1-7221

MOTOROLA SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

500 W. Monroe Street, Chicago, Illinois 60661(Address of Principal Executive Offices, Zip Code)

(847) 576-5000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant's Common Stock, $0.01 par value per share, outstanding as of April 25, 2025 was 166,915,805.

PART I—FINANCIAL INFORMATION

Condensed Consolidated Statements of Operations (Unaudited)

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

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

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

Condensed Consolidated Balance Sheets (Unaudited)

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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 March 29, 2025 and March 30, 2024, 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, 2024 (the "Form 10-K").

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 (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 included in: (1) “Management's Discussion and Analysis of Financial Condition and Results of Operations,” about: (a) the impact of global tariffs and volatility in the global supply chain and our expected ability to mitigate increased costs related thereto (b) the impact on our business of the United Kingdom's Competition and Markets Authority's prospective price control regarding Airwave; (c) our expectations regarding the Airwave collective proceeding claim with the Competition Appeal Tribunal; (d) the impact of acquisitions and other investments on our business; (e) the impact of existing and future laws, regulations, international treaties and industry standards relating to climate change and other environmental and social impacts on our business; (f) market growth, demand, spending and resulting opportunities; (g) industry growth and demand, including opportunities resulting from such growth, (h) expected impacts to operating leverage; (i) the growth of sales opportunities in our Products and Systems Integration and Software and Services segments; (j) the return of capital to shareholders through dividends and/or repurchasing shares; (k) the impact and success of our business strategy and portfolio; (l) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs; (m) future exit costs related to our exit of the Emergency Services Network ("ESN") contract with the Home Office of the United Kingdom; (n) our ability and cost to repatriate funds; (o) the liquidity of our investments; (p) our ability and cost to access the capital markets; (q) our ability to borrow and the amount available under our credit facilities; (r) adequacy of internal resources to fund expected working capital, capital expenditure and cash requirements; (s) expected payments pursuant to commitments under agreements and other obligations in the short-term and long-term; (t) the ability to meet minimum purchase obligations (u) the impact of contractual damage claims exceeding the underlying contract value; (v) our ability to sell accounts receivable and the terms and amounts of such sales; (w) the outcome and effect of ongoing legal proceedings; (x) requests for vendor financing; and (y) the impact of the adoption of accounting pronouncements on our financial results; (2) “Quantitative and Qualitative Disclosures about Market Risk,” about: (a) the impact of foreign currency risk; (b) future hedging activity and expectations of the Company; and (3) “Legal Proceedings,” about the ultimate disposition of legal matters and timing. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as legally required.

Executive Overview

Business Overview

The Company manages the business organizationally through two segments: “Products and Systems Integration” and “Software and Services." Within these segments the Company has three principal product lines in which the Company reports net sales: Land Mobile Radio Communications (“LMR” or “LMR Communications”), Video Security and Access Control ("Video") and Command Center.

• LMR Communications: Infrastructure, devices (two-way radio and broadband, including both for public safety and professional and commercial radio (PCR)) and software that enable communications, inclusive of installation and integration, backed by services, to assure availability, security and resiliency.

• Video: Cameras (fixed, body-worn, in-vehicle), access control, sensors, infrastructure, video management, software and artificial intelligence (AI)-powered analytics that help enable visibility and bring attention to what’s important.

• Command Center: Command center solutions and software applications that unify voice, video, data and analytics from public safety agencies, enterprises and the community to create a broad informational view to help simplify workflows and improve the accuracy and speed of decisions.

First Quarter Financial Results

• Net sales were $2.5 billion in the first quarter of 2025 compared to $2.4 billion in the first quarter of 2024.

• Operating earnings were $582 million in the first quarter of 2025 compared to $519 million in the first quarter of 2024.

• Net earnings attributable to Motorola Solutions, Inc. was $430 million, or $2.53 per diluted common share, in the first quarter of 2025, compared to a net loss of $39 million, or $(0.23) per diluted common share, in the first quarter of 2024.

• Operating cash flow increased $128 million to $510 million in the first quarter of 2025 compared to $382 million in the first quarter of 2024.

• We repurchased $325 million of common stock and paid $182 million in dividends in the first quarter of 2025.

Recent Events

Macroeconomic Environment Update

Beginning in February 2025, the United States implemented significant global tariffs on imports, contributing to a global trade landscape subject to changing import/export regulations, tariffs, trade barriers and trade disputes. As a result, we see growing 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 to global reciprocal (and sectoral) tariffs that have developed, and which may continue to develop, in order to ensure supply continues at levels in order to meet our current customer demand. As a result of the dynamic environment, we expect increased costs on materials and components in 2025, which we currently expect to substantially mitigate.

U.K. Home Office Update

Beginning August 1, 2023, the United Kingdom's Competition and Markets Authority ("CMA") imposed a legal order which implemented a prospective price control ("the Charge Control") on Airwave, our private mobile radio communications network that provides mission-critical voice and data communications to emergency services and other agencies in Great Britain. Our appeal of the implementation of the Charge Control to the United Kingdom's Court of Appeal was unsuccessful and we have no further right to appeal to the United Kingdom Courts. Since August 1, 2023, revenue under the Airwave contract has been, and will continue to be, recognized in accordance with the Charge Control.

In 2024, we received a notice of contract extension (the “Deferred National Shutdown Notice”) from the Home Office of the United Kingdom (the "Home Office"). The Deferred National Shutdown Notice extends the “national shutdown target date” of the Airwave service from December 31, 2026 to December 31, 2029, at the Charge Control rates and is fully reflected in our reported backlog. In 2024, we filed proceedings with the U.K. High Court challenging the decision of the Home Office to issue the Deferred National Shutdown Notice as being in breach of applicable U.K. procurement and public law. During the first quarter of 2025, these proceedings were discontinued.

On December 12, 2024, a proposed class representative filed a claim with the Competition Appeal Tribunal ("CAT") to bring collective proceedings against us, alleging that users of Airwave services during the period January 1, 2020 through July 31, 2023 suffered financial harm as a result of the pricing in effect during such time (the "Collective Proceeding"). The initial stage of the Collective Proceeding will involve potential "Certification" of the claim by the CAT, which we expect to be heard in September 2025.

Recent Acquisitions

Results of Operations

** Percentages may not add due to rounding*

Results of Operations—Three months ended March 29, 2025 compared to three months ended March 30, 2024

The results of operations for the first quarter of 2025 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 61% of our net sales in the first quarter of 2025 and 62% in the first quarter of 2024. The Software and Services segment’s net sales represented 39% of our net sales in the first quarter of 2025 and 38% in the first quarter of 2024.

Net sales increased $139 million, or 6%, in the first quarter of 2025 compared to the first quarter of 2024. The $83 million, or 9% increase in net sales within the Software and Services segment was driven by an increase of 10% in the North America region and an increase of 7% in the International region. The $56 million, or 4%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 9% in the North America region, partially offset by a decrease of 10% in the International region. Net sales includes:

• an increase in the Software and Services segment, inclusive of $32 million of revenue from acquisitions, driven by an increase in Video, LMR services and Command Center;

• an increase in the Products and Systems Integration segment, driven by an increase in LMR, partially offset by a decrease in Video; and

• inclusive of $25 million from unfavorable currency rates.

Regional results include:

• a 9% increase in the North America region, inclusive of revenue from acquisitions, driven by an increase in LMR, Video and Command Center; partially offset by

• a 3% decrease in the International region, inclusive of revenue from acquisitions, driven by a decrease in LMR partially offset by an increase in Command Center and Video.

Products and Systems Integration

The 4% increase in the Products and Systems Integration segment was driven by the following:

• $60 million, or 5%, growth in LMR, driven by the North America region, partially offset by the International region; partially offset by

• $4 million, or 2%, decrease in Video, driven by the International and North America regions; and

• inclusive of $14 million from unfavorable currency rates.

Software and Services

The 9% increase in the Software and Services segment was driven by the following:

• $47 million, or 29%, growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions; and

• $19 million, or 3%, growth in LMR services, driven by the North America and International regions;

• $17 million, or 10%, growth in Command Center, inclusive of revenue from acquisitions, driven by the North America and International regions; and

• inclusive of $11 million from unfavorable currency rates.

Gross Margin

Gross margin was 51.4% of net sales in the first quarter of 2025 compared to 49.9% in the first quarter of 2024. The primary drivers of this increase in gross margin as a percentage of net sales were:

• a 3.2% increase in gross margin as a percentage of net sales in the Products and Systems Integration segment, primarily driven by higher sales, favorable mix and lower direct material costs; partially offset by

• a 0.9% decrease in gross margin as a percentage of net sales in the Software and Services segment, inclusive of acquisitions, primarily driven by acquisitions and unfavorable mix.

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

SG&A expenses increased 10% in the first quarter of 2025 compared to the first quarter of 2024 primarily driven by:

• a $30 million, or 10%, increase in Products and Systems Integration SG&A expenses primarily due to higher expenses related to legal matters, including Hytera related legal expenses, and higher employee incentive costs, including share based compensation; and

• a $9 million, or 10%, increase in Software and Services SG&A expenses primarily due to higher expenses associated with acquired businesses and higher employee incentive costs.

SG&A expenses were 17.2% of net sales in the first quarter of 2025 compared to 16.6% of net sales in the first quarter of 2024.

Research and Development ("R&D") Expenditures

R&D expenditures increased 7% in the first quarter of 2025 compared to the first quarter of 2024 primarily driven by:

• a $5 million, or 4%, increase in Products and Systems Integration R&D expenditures primarily due to higher employee incentive costs; and

• a $10 million, or 12%, increase in Software and Services R&D expenditures primarily due to higher employee incentive costs, including share based compensation, and higher expenses associated with acquired businesses.

R&D expenditures were 9.2% of net sales in each of the first quarter of 2025 compared to 9.1% of net sales in the first quarter of 2024.

Other Charges

Other charges decreased by $9 million in the first quarter of 2025 compared to the first quarter of 2024. The decrease was primarily driven by:

• $10 million of gains on the Hytera litigation for the amounts recovered through legal proceedings due to theft of our trade secrets in the first quarter of 2025 that did not occur in the first quarter of 2024; and

• $3 million of operating lease asset impairments in the first quarter of 2024 that did not occur in the first quarter of 2025; partially offset by

• $12 million of reorganization of business expenses in the first quarter of 2025 compared to $7 million of reorganization of business expenses in the first quarter of 2024.

Operating Earnings

Operating earnings increased $63 million, or 12%, in the first quarter of 2025 compared to the first quarter of 2024. The increase in Operating earnings was due to:

• a $42 million increase in the Products and Systems Integration segment, primarily driven by higher sales, favorable change in year-over-year mix and lower direct material costs, partially offset by higher expenses related to legal matters, including Hytera related expenses, and higher employee incentive costs, including share-based compensation; and

• a $21 million increase in the Software and Services segment, primarily driven by higher sales, partially offset by higher expenses associated with acquired businesses and higher employee incentive costs.

Interest Expense, net

The $7 million increase in Interest expense, net in the first quarter of 2025 compared to the first quarter of 2024 was primarily driven by higher interest rates on outstanding debt.

Other, net

The $581 million increase in Other, net in the first quarter of 2025 compared to the first quarter of 2024 was primarily driven by:

• $585 million loss from the extinguishment of 1.75% senior convertible notes issued to Silver Lake Partners ("Silver Lake Convertible Debt") in the first quarter of 2024; and

• $13 million gain on derivatives in the first quarter of 2025 compared to a $10 million loss on derivatives in the first quarter of 2024; partially offset by

• $20 million of foreign currency losses in the first quarter of 2025 compared to $1 million of foreign currency gains in the first quarter of 2024.

Effective Tax Rate

Income tax expense increased by $167 million in the first quarter of 2025 compared to the first quarter of 2024, resulting in an effective tax rate of 21%. Our effective tax rate for the three months ended March 29, 2025 of 21% was lower than the effective tax rate for the three months ended March 30, 2024 of 58%, primarily due to the non-tax deductible loss on the extinguishment of the Silver Lake Convertible Debt in 2024, partially offset by the tax benefit recognized upon the Company's decision to implement a business initiative in 2024 which allowed for additional utilization of foreign tax credit carryforwards and a higher foreign derived intangible income deduction on its 2023 U.S. tax return.

Reorganization of Business

During the first quarter of 2025, we 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 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.

During the first quarter of 2024, we recorded net reorganization of business charges of $10 million, including $7 million of charges recorded in Other charges and $3 million of charges in Costs of sales in our Condensed Consolidated Statements of Operations. Included in the $10 million were charges of $12 million related to employee separation costs, partially offset by $2 million of reversals for employee separation accruals 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 $14 million in the first quarter of 2025 and $9 million in the first quarter of 2024. The reorganization of business accrual at March 29, 2025 was $30 million related to employee separation costs that are expected to be paid primarily within one year.

At January 1, 2025, we had an accrual of $1 million for exit costs related to our exit of the ESN contract with the U.K. Home Office. The $1 million of exit costs are recorded in Accrued liabilities in our Condensed Consolidated Balance Sheets at March 29, 2025, and are expected to be paid within one year.

Liquidity and Capital Resources

Cash and Cash Equivalents

At March 29, 2025, $1.3 billion of the $1.6 billion cash and cash equivalents balance was held in the U.S. and $302 million was held in other countries.

Operating Activities

The increase in cash flows provided by operating activities from the first quarter of 2024 to the first quarter of 2025 was driven primarily by higher earnings and improved working capital.

Investing Activities

The increase in cash flows used for investing activities in the first quarter of 2025 compared to the first quarter of 2024 was primarily due to an increase in cash used for acquisitions and investments.

Financing Activities

The increase in cash flows used for financing activities in the first quarter of 2025 compared to the first quarter of 2024 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):

• $1.3 billion decrease in net proceeds from the issuance of debt in the first quarter of 2024 driven the issuance of our 5.0% senior notes due 2029 and 5.4% senior notes due 2034 that did not occur in first quarter of 2025;

• $286 million increase in share repurchases in the first quarter of 2025 compared to the first quarter of 2024;

• $85 million decrease in net proceeds from the issuance of common stock in connection with our employee stock option and employee stock purchase plans in the first quarter of 2025 compared to the first quarter of 2024; and

• $19 million increase in the payment of dividends in the first quarter of 2025 compared to the first quarter of 2024; partially offset by

• $1.6 billion decrease in repayment of debt driven by the repurchase of Silver Lake Convertible Debt in the first quarter of 2024.

Sales of Receivables

The following table summarizes the proceeds received from sales of accounts receivable and long-term customer financing receivables for the three months ended March 29, 2025 and March 30, 2024:

Debt

We had outstanding debt of $6.0 billion, of which $322 million was current, at both March 29, 2025 and December 31, 2024.

As of March 29, 2025, $252 million of 7.5% debentures due 2025, which mature in May 2025, and $70 million of 6.5% debentures due 2025, which mature in September 2025, were classified within the Current portion of long-term debt within the Company's Condensed Consolidated Balance Sheets, as the debentures mature within the next twelve months.

We have a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in March 2026 (the "2021 Motorola Solutions Credit Agreement"). The 2021 Motorola Solutions Credit Agreement includes a letter of credit sub-limit and fronting commitments of $450 million. 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 2021 Motorola Solutions Credit Agreement. We were in compliance with our financial covenants as of March 29, 2025.

Subsequent to the quarter end, on April 25, 2025, we entered into a $2.25 billion syndicated, unsecured revolving credit facility maturing in April 2030 which can be used for general corporate purposes and letters of credit (the "2025 Motorola Solutions Credit Agreement"). The 2025 Motorola Solutions Credit Agreement replaces the 2021 Motorola Solutions Credit Agreement scheduled to mature in March 2026. 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 have an unsecured commercial paper program, backed by the 2025 Motorola Solutions Credit Agreement, 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. As of March 29, 2025 we had no outstanding debt under the commercial paper program.

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 March 29, 2025, we repurchased approximately 0.7 million shares at an average price of $437.17 per share for an aggregate amount of $325 million, excluding transaction costs and excise tax. As of March 29, 2025, we had used approximately $16.1 billion of the share repurchase authority to repurchase shares, leaving $1.9 billion of authority available for future repurchases.

Dividends

During the first quarter of 2025 we paid $182 million in cash dividends to holders of our common stock. Subsequent to the quarter, we paid an additional $182 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 $150 million at March 29, 2025, compared to $105 million at December 31, 2024.

Recent Accounting Pronouncements

See “Recent 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.

There have been no material changes to our interest rate risk or foreign currency risk during the three months ended March 29, 2025. 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.

(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 March 29, 2025 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.

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 6, 2025, the Company issued 10,844 shares of common stock in connection with the acquisition of Theatro to certain former shareholders of Theatro. The stock was issued for an aggregate grant fair value of $5 million that will be expensed over an average service period of three years.

On February 21, 2025, the Company issued 13,033 shares of common stock in connection with the acquisition of RapidDeploy to certain former shareholders of RapidDeploy. The stock was issued for an aggregate grant fair value of $6 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 a 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 March 29, 2025.

**(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 March 29, 2025.

**(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 March 29, 2025, the Company had used approximately $16.1 billion to repurchase shares, leaving $1.9 billion of authority available for future repurchases.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

During the three months ended March 29, 2025, 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.

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.