[8-K] Microsoft Corp Reports Material Event

Rhea-AI Filing Summary

Orrstown Financial Services (ORRF) – Form 4 filing: Chief Human Resources Officer Heather K. Knisely reported one transaction dated 07/28/2025. Using transaction code F (share withholding to satisfy tax obligations), Knisely disposed of 4,219 restricted shares at an implied price of $34.55 per share. No shares were sold into the open market.

Post-transaction holdings:

• Common stock: 9,795 shares
• Restricted stock: 1,756 shares (various vesting schedules)
• Restricted stock units: 1,755 units, cliff-vesting after three years based on performance targets

The filing reflects routine tax-related withholding; there is no indication of discretionary buying or selling. Overall impact on insider ownership and investor sentiment appears immaterial.

Positive

• None.

Negative

• Insider share count decreased by 4,219 shares, albeit for tax withholding rather than discretionary selling, which may still be viewed marginally negatively by some investors.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; neutral signal.

The F-code transaction shows Knisely surrendered 4,219 restricted shares to cover taxes triggered by vesting. Because the shares never reached the open market, there is no incremental supply pressure and her net ownership (≈13,300 shares including RSUs) remains substantial. Such administrative disposals are common and typically carry little informational value for investors. I view the filing as not impactful to ORRF’s investment thesis.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) July 30, 2025

Microsoft Corporation

Washington		001-37845		91-1144442
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Microsoft Way, Redmond, Washington 98052-6399

(425) 882-8080

www.microsoft.com/investor

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):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol		Name of exchange on which registered
Common stock, $0.00000625 par value per share		MSFT		Nasdaq
3.125% Notes due 2028		MSFT		Nasdaq
2.625% Notes due 2033		MSFT		Nasdaq

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. ¨

Item 2.02. Results of Operations and Financial Condition

On July 30, 2025, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter and year ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

	99.1	Press release, dated July 30, 2025, issued by Microsoft Corporation
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

		MICROSOFT CORPORATION
		(Registrant)
Date: July 30, 2025		/s/ ALICE L. JOLLA
		Alice L. Jolla
		Corporate Vice President and Chief Accounting Officer

FAQ

Who executed the insider transaction reported by ORRF?

Chief Human Resources Officer Heather K. Knisely was the reporting person.

How many ORRF shares were involved in the transaction?

Knisely disposed of 4,219 restricted shares to satisfy tax obligations.

What was the transaction code in the ORRF Form 4?

The filing used code F, indicating share withholding for taxes upon vesting.

At what price were the shares valued for tax withholding?

The shares were valued at approximately $34.55 each.

How many ORRF shares does the insider now own?

After the transaction, Knisely beneficially owns 9,795 common shares, 1,756 restricted shares, and 1,755 RSUs.