Motorola Solutions 10-Q 2026-04-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

For the quarterly period ended April 4, 2026

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 May 1, 2026 was 165,995,582.

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 April 4, 2026 and March 29, 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").

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q for the quarter ended April 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; (c) the impact of acquisitions on our business; (d) our plans to assess the impact of changes to tax law on our business; (e) the return of capital to shareholders through dividends and/or repurchasing shares; (f) future payments, charges, and use of accruals associated with our reorganization of business programs and employee separation costs; (g) our ability to repatriate funds; (h) the liquidity of our investments; (i) our ability to access the capital markets; (j) our use of proceeds from the issuance of notes under our unsecured commercial paper program; (k) adequacy of internal resources to generate adequate amounts of cash to meet expected working capital, capital expenditure and cash requirements; and (l) 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.

Executive Overview

Business Overview

The Company manages the business through two segments: “Products and Systems Integration” and “Software and Services.” Within these segments, the Company reports net sales across three principal product lines:

• MCN: Infrastructure, mobile ad-hoc network ("MANET") technology, devices (two-way radio and broadband, including both for public safety and professional and commercial radio ("PCR")), software and artificial intelligence ("AI")-powered capabilities. MCN includes installation and integration, backed by managed and support services, to help assure mission-critical communications availability, security and resiliency;

• Video: Cameras (fixed, body-worn, in-vehicle), access control, sensors, infrastructure, video management, video monitoring, software and AI-powered analytics that enable visibility of events and focus attention on what's important, to inform faster and more accurate decisions and actions; and

• Command Center: Command center solutions, software applications and AI-powered capabilities, that unify voice and data from public safety agencies, enterprises and the community, enabling a broad informational view of operations and incidents while helping to accelerate workflows and improve the accuracy, speed and trust of decisions.

We have invested across these three technologies organically and through acquisitions to evolve our land mobile radio ("LMR") focus and expand our ecosystem of safety and security products and services. Across all three technologies, we offer AI-powered capabilities and software solutions, services such as cybersecurity subscription services and managed and support services.

First Quarter Financial Results

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

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

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

• Operating cash flow decreased $59 million to $451 million in the first quarter of 2026 compared to $510 million in the first quarter of 2025.

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

Recent Events

Macroeconomic Environment Update

Since February 2025, the U.S. has initiated a series of trade actions which imposed new tariffs and increased existing tariffs on goods imported from various countries, including tariffs levied under the International Emergency Economic Powers Act (“IEEPA”), contributing to a global trade landscape subject to evolving tariffs, import/export regulations, including restrictions around rare earth minerals, trade barriers and trade disputes.

On February 20, 2026, a U.S. Supreme Court ruling invalidated tariffs imposed under IEEPA; however, the ruling did not address potential refunds. Following the ruling, the Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to facilitate refunds for all affected importers. On April 20, 2026, CBP launched Phase 1 of the Consolidated Administration and Processing of Entries (“CAPE”) system to facilitate these refunds. As of April 4, 2026, we had not recognized an asset related to any potential refund given the potential uncertainty in receiving refunds. We plan to continue to evaluate new information as it becomes available, and recognize the refund when recovery is probable.

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 continue to work with our global supply base to mitigate our exposure to the risks from global reciprocal (and sectoral) tariffs, rising memory costs, 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. As a result of the dynamic supply chain environment, we have experienced increased costs on materials and components, for which we continue to develop mitigation actions going forward.

Recent Acquisitions

Results of Operations

** Percentages may not add due to rounding*

Results of Operations—Three months ended April 4, 2026 compared to three months ended March 29, 2025

The results of operations for the first 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.

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 57% of our net sales in the first quarter of 2026 and 61% in the first quarter of 2025. The Software and Services segment’s net sales represented 43% of our net sales in the first quarter of 2026 and 39% in the first quarter of 2025.

Net sales increased $186 million, or 7%, in the first quarter of 2026 compared to the first quarter of 2025. The $173 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%, increase in net sales within the Products and Systems Integration segment was driven by an increase of 35% in the International region, partially offset by a decrease of 10% in the North America region. Net sales includes:

• an increase in the Software and Services segment, inclusive of $38 million of revenue from acquisitions, driven by an increase in MCN, Command Center and Video;

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

• inclusive of $60 million from favorable currency rates.

Regional results include:

• a 27% increase in the International region, inclusive of revenue from acquisitions, driven by an increase in MCN, Video and Command Center; and

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

Products and Systems Integration

The 1% increase in the Products and Systems Integration segment was driven by the following:

• $40 million, or 17%, growth in Video, driven by the North America and International regions;

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

• inclusive of $30 million from favorable currency rates.

Software and Services

The 18% increase in the Software and Services segment was driven by the following:

• $94 million, or 16%, growth in MCN, inclusive of revenue from acquisitions, driven by the North America and International regions;

• $50 million, or 27%, growth in Command Center, inclusive of revenue from acquisitions, driven by the North America and International regions;

• $29 million, or 14%, growth in Video, inclusive of revenue from acquisitions, driven by the North America and International regions; and

• inclusive of $30 million from favorable currency rates.

Gross Margin

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

• a 3.5% decrease in gross margin as a percentage of net sales in the Products and Systems Integration segment, inclusive of acquisitions, primarily driven by unfavorable mix and supply chain costs; partially offset by

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

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

SG&A expenses increased 1% in the first quarter of 2026 compared to the first quarter of 2025 primarily driven by a $3 million, or 3%, increase in Software and Services SG&A expenses related to higher expenses associated with acquired businesses. SG&A expenses were 16.2% of net sales in the first quarter of 2026 compared to 17.2% of net sales in the first quarter of 2025.

Research and Development ("R&D") Expenditures

R&D expenditures increased $19 million, or 8%, in the first quarter of 2026 compared to the first quarter of 2025, primarily driven by higher expenditures associated with acquired businesses in both the Products and Systems Integration and Software and Services segments. Products and Systems Integration R&D expenditures increased $10 million, or 7% and Software and Services R&D expenditures increased $9 million, or 10%. R&D expenditures were 9.3% of net sales in the first quarter of 2026 and 9.2% of net sales in the first quarter of 2025.

Other Charges

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

• a $75 million contingent earnout charge related to the Silvus acquisition in the first quarter of 2026 that did not occur in the first quarter of 2025; and

• $90 million of intangible amortization expense in the first quarter of 2026 compared to $37 million of intangible amortization expense in the first quarter of 2025; partially offset by

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

Operating Earnings

Operating earnings decreased $57 million, or 10%, in the first quarter of 2026 compared to the first quarter of 2025. The decrease in Operating earnings was due to:

• a $139 million decrease in the Products and Systems Integration segment, primarily driven by the Silvus contingent earnout charge, unfavorable mix, an increase in intangible amortization expense, higher expenses associated with acquired businesses, and higher supply chain costs, partially offset by a gain on the Hytera litigation, improved operating leverage, and lower expenses related to legal matters, including Hytera-related expenses; partially offset by

• a $82 million increase in the Software and Services segment, primarily driven by higher sales, including favorable mix, and improved operating leverage, partially offset by higher expenses associated with acquired businesses.

Interest Expense, net

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

Other, net

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

• a $25 million gain on foreign currency in the first quarter of 2026 compared to a $20 million loss on foreign currency in the first quarter of 2025; partially offset by

• a $27 million loss on derivatives in the first quarter of 2026 compared to a $13 million gain on derivatives in the first quarter of 2025.

Effective Tax Rate

The effective tax rate for the three months ended April 4, 2026 of 17% was lower than the effective tax rate for the three months ended March 29, 2025 of 21%, primarily due to higher excess tax benefits of share-based compensation and an increased deduction for foreign-derived deduction-eligible income (formerly known as foreign-derived intangible income).

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 April 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.

Reorganization of Business

During the first quarter of 2026, we recorded net reorganization of business charges of $15 million, consisting of $10 million of charges in Other charges and $5 million of charges in Cost of sales in our Condensed Consolidated Statements of Operations related to employee separation costs.

During the first quarter of 2025, we recorded net reorganization of business charges of $17 million, including $12 million of charges recorded within 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.

The following table displays the net charges incurred by segment:

Cash payments for employee severance in connection with the reorganization of business plans were $12 million in the first quarter of 2026 and $14 million in the first quarter of 2025. The reorganization of business accrual at April 4, 2026 was $27 million related to employee separation costs that are expected to be paid primarily within one year.

Liquidity and Capital Resources

Cash and Cash Equivalents

At April 4, 2026, $570 million of the $886 million cash and cash equivalents balance was held in the U.S. and $316 million was held in other countries.

Operating Activities

The decrease in cash flows provided by operating activities from the first quarter of 2025 to the first quarter of 2026 was driven primarily by increased investments in inventory and higher interest and tax payments in the first quarter of 2026 compared to the first quarter of 2025, partially offset by higher earnings, net of non-cash charges.

Investing Activities

The decrease in cash flows used for investing activities in the first quarter of 2026 compared to the first quarter of 2025 was primarily due to a $326 million decrease in cash used for acquisitions and investments.

Financing Activities

The decrease in cash flows used for financing activities in the first quarter of 2026 compared to the cash flows used for financing activities in the first quarter of 2025 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):

• $207 million decrease in share repurchases in the first quarter of 2026 compared to the first quarter of 2025; and

• $84 million decrease in cash used for the issuance of common stock, net of tax, in the first quarter of 2026 compared to the first quarter of 2025; partially offset by

• $19 million increase in the payment of dividends in the first quarter of 2026 compared to the first quarter of 2025; and

• $200 million repayment of short-term debt driven by the repayment of our 364-day term loan in the first quarter of 2026 which did not occur in the first quarter of 2025.

Sales of Receivables

The following table summarizes the proceeds received from sales of long-term customer financing receivables for the three months ended April 4, 2026 and March 29, 2025:

Debt

We had outstanding debt of $9.0 billion at April 4, 2026, of which $550 million was current. We had outstanding debt of $9.2 billion at December 31, 2025, of which $749 million was current.

On June 16, 2025, we issued $600 million of 4.85% senior notes due 2030, $500 million of 5.2% senior notes due 2032, and $900 million of 5.55% senior notes due 2035. We recognized net proceeds of approximately $2.0 billion after debt issuance costs and discounts. The proceeds from these notes were used to fund a portion of the acquisition of Silvus.

On August 6, 2025, we borrowed $1.5 billion of senior delayed draw term loan facilities comprised of a $750 million 364-day facility and a $750 million three-year facility ("term loan due 2028") to fund a portion of the acquisition of Silvus. On January 30, 2026, we repaid $200 million of the $750 million 364-day term loan, reducing the outstanding principal balance to $550 million. We must comply with certain customary covenants including a maximum leverage ratio, as defined in the 364-Day Term Loan Credit Agreement and Three-Year Term Loan Credit Agreement, each entered into on July 21, 2025. We were in compliance with our financial covenants as of April 4, 2026. During the three months ended April 4, 2026, the weighted average interest rate of the 364-day facility and the term loan due 2028 was 4.77% and 4.99%, respectively.

We have an unsecured commercial paper program, backed by the 2025 Motorola Solutions Credit Agreement (as defined below), 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. The notes are issued at a zero-coupon rate and are issued at a discount which reflects the interest component. At maturity, the notes are paid back in full including the interest component. The notes are not redeemable prior to maturity. As of April 4, 2026, we have no outstanding debt under the commercial paper program.

We have a $2.25 billion syndicated, unsecured revolving credit facility scheduled to mature in April 2030 which can be used for general corporate purposes and letters of credit (the "2025 Motorola Solutions Credit Agreement"). 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 were in compliance with our financial covenants as of April 4, 2026.

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 April 4, 2026, we repurchased approximately 0.3 million shares at an average price of $440.94 per share for an aggregate amount of $118 million, excluding transaction costs and excise tax. As of April 4, 2026, we had used approximately $17.0 billion of the share repurchase authority to repurchase shares, leaving $1.0 billion of authority available for future repurchases.

Dividends

During the three months ended April 4, 2026, we paid $201 million in cash dividends to holders of our common stock. Subsequent to the end of the quarter, we paid an additional $201 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 $200 million at April 4, 2026, compared to $179 million at December 31, 2025.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” and "Recently Adopted 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 April 4, 2026. 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 April 4, 2026 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 24, 2026, the Company issued 5,470 shares of common stock in connection with the acquisition of Hyper to certain former shareholders of Hyper. The stock was issued for an aggregate grant date fair value of $2 million that will be expensed over an average service period of two years.

On March 11, 2026, the Company issued 1,422 shares of common stock in connection with the acquisition of Exacom to certain former shareholders of Exacom. The stock was issued for an aggregate grant date fair value of $1 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 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 April 4, 2026.

**(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 April 4, 2026.

**(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 April 4, 2026, the Company had used approximately $17.0 billion to repurchase shares, leaving $1.0 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 April 4, 2026, 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.

SIGNATURES

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

May 7, 2026