[Form 4] MICROSOFT CORP Insider Trading Activity

Rhea-AI Filing Summary

Takeshi Numoto, Executive Vice President and Chief Marketing Officer of Microsoft Corporation (MSFT), reported acquiring 11,583 shares of Microsoft common stock on 09/15/2025 as a stock award under the companys Executive Incentive Plan at a reported price of $0. After the grant, his beneficial ownership is reported as 58,631.5495 shares. The award vests over four years: 25% on August 31, 2026, then 12.5% every six months thereafter, conditioned on continued employment. The Form 4 was signed by attorney-in-fact Julia Stark on 09/17/2025.

Positive

• Executive alignment: Award vests over four years, aligning the reporting person's incentives with long-term shareholder value
• Increased insider ownership: Beneficial ownership after the award is 58,631.5495 shares, signaling greater stake in the company

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine executive stock award increases insider alignment without immediate cash cost; vesting schedule ties retention to Microsoft.

The Form 4 discloses a non-cash stock award of 11,583 shares to EVP Takeshi Numoto under Microsofts Executive Incentive Plan, increasing his reported beneficial ownership to 58,631.5495 shares. The award vests over four years with structured semiannual tranches, which supports executive retention. This is a customary compensation practice and does not reflect open-market purchases or dispositions.

Corporate Governance Expert

TL;DR: Typical long-term incentive grant with time-based vesting; aligns executive interests with shareholders while tying value to continued service.

The disclosure shows a time-based stock award (25% after ~11 months, then 12.5% semiannually) rather than immediate share delivery, indicating emphasis on retention and performance alignment. Filing was executed by an attorney-in-fact, a common administrative step. No departures from standard governance disclosure practices are evident in the Form 4 text provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Numoto Takeshi

(Last) (First) (Middle)

C/O MICROSOFT CORPORATION

ONE MICROSOFT WAY

(Street)

REDMOND WA 98052-6399

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		A		11,583(1)	A	$0	58,631.5495	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Stock Award under the Executive Incentive Plan that will vest over four years with 25% vesting on August 31, 2026, and then 12.5% vesting each six months thereafter, subject to continued employment.

	Julia Stark, Attorney-in-Fact for Takeshi Numoto	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Takeshi Numoto report on Form 4 for MSFT?

He reported a stock award of 11,583 shares granted on 09/15/2025 under the Executive Incentive Plan.

What is the vesting schedule for the stock award reported by Numoto?

The award vests over four years with 25% vesting on August 31, 2026 and then 12.5% every six months thereafter, subject to continued employment.

How many Microsoft shares does Numoto beneficially own after the reported transaction?

The Form 4 reports beneficial ownership of 58,631.5495 shares following the transaction.

Was there any cash paid for the shares in this transaction?

No cash was paid; the Form 4 lists a price of $0, indicating a stock award rather than a purchased transaction.

Who signed the Form 4 disclosure for Takeshi Numoto?

The Form 4 was signed by Julia Stark, Attorney-in-Fact for Takeshi Numoto on 09/17/2025.