摩托罗拉解决方案美股招股说明书(2026-08-06版)

MOTOROLA SOLUTIONS, INC. $$ % Senior Notes due 20% Senior Notes due 20 Motorola Solutions, Inc. (“we,” “us” or “our”) is offering $aggregate principal amount of our% Senior Notes due 20(the “20notes”) and $aggregate principal amount of our% Senior Notes due 20(the “20notes” and, together with the 20 notes, the “notes”). The 20notes will bear interest at the rate of% per year. The 20notes will bear interest at the rate of% per year. Interest on thenotes is payable onandof each year, beginning on, 2027. The 20notes will mature on, 20. The 20 notes willmature on, 20. We may redeem some or all of the notes of each series at any time and from time to time at our option, in whole or in part.The redemption prices are discussed under the heading “Description of the Notes—Optional Redemption.” On May31, 2026, our subsidiary Motorola Solutions Finance EMEA Limited entered into a definitive agreement to acquire D-Fend Solutions(“D-Fend”), an industry leader in counter-drone technology, for a purchase price of $1.5billion, subject to customary adjustments (the “D-FendAcquisition”). The D-Fend Acquisition is expected to close in the second half of 2026, subject to required regulatory approvals and satisfaction of othercustomary closing conditions. We intend to use the net proceeds of this offering, together with cash on hand and/or borrowings under (i)our existing revolving credit facility orcommercial paper program and/or (ii)a proposed new $300million term loan credit agreement (the “proposed term loan”) to fund all or a portion ofthe consideration for the D-Fend Acquisition and for general corporate purposes, which may include, among other uses, the repayment of outstandingindebtedness. However, this offering is not conditioned on the completion of the D-Fend Acquisition. See “Use of Proceeds” in this prospectussupplement. Upon the occurrence of a “change of control repurchase event,” we will be required to make an offer to repurchase the notes at a price equal to101% of their principal amount plus accrued and unpaid interest to, but not including, the date of repurchase. The notes will be our unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time totime outstanding. We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000. The notes are not and will not be listed on any securities exchange. Investing in these securities involves certain risks. See “Risk Factors” beginning on page S-10 of this prospectussupplement and page 5 of the accompanying prospectus, as well as the risks set forth in our other filings with theSecurities and Exchange Commission (the “SEC”), which are incorporated by reference in this prospectus supplementand the accompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved the notes or determined that this prospectussupplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The initial public offering prices of the notes set forth above do not include accrued interest, if any. Interest on the notes will accrue from, 2026 and must be paid by the purchaser if the notes are delivered after, 2026. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants,Clearstream Bankingsociété anonymeand Euroclear Bank S.A./N.V., on or about, 2026. Joint Book-Running Managers J.P. MorganCitigroupAugust, 2026 Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE ON FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESCERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSINCORPORATION OF DOCUMENTS BY REFERENCE Prospectus DESCRIPTION OF CAPITAL STOCK DESCRIPTION OF SECURITIES WARRANTS DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND THE STOCK PURCHASE UNITS PLAN OF DISTRIBUTION VALIDITY OF THE SECURITIES EXPERTS WHERE YOU CAN FIND MORE INFORMATION We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering of thenotes, before you make your investment decision. This prospectus supplement, the accompanying prospectus and any related free writingprospectus required to be filed with the SEC that we prepare or authorize contain and incorporate by reference information that you shouldconsider when making your investment decisions. Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representation other than thosecontained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or in any free writing prospectus thatwe may file with the SEC in connection with this offering. We do not, and the underwriters do not, take any