STOCK TITAN

Microsoft CEO Nadella sells 86,525 shares

Microsoft’s CEO reported pre-planned open-market sales of 86,525 shares under a Rule 10b5-1 trading plan.

(Very High)
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Form Type
4

Rhea-AI Filing Summary

MICROSOFT CORP (MSFT) reported that Chief Executive Officer and director Satya Nadella sold 86,525 shares of Microsoft common stock in a series of open-market transactions on September 1, 2026. The reported weighted average sale prices ranged from about $498 to $505 per share, and the sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 8, 2026. Nadella also reports ongoing indirect ownership of Microsoft shares through several grantor retained annuity trusts, including 116,300 shares held by one such trust as of that date.

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Insights

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Insider Nadella Satya
Role Chief Executive Officer
Sold 86,525 shs ($43.39M)
Type Security Shares Price Value
Sale Common Stock F1 1,040 $498.2396 $518K
Sale Common Stock F2 5,080 $499.4452 $2.54M
Sale Common Stock F3 24,723 $500.4678 $12.37M
Sale Common Stock F4 32,901 $501.1233 $16.49M
Sale Common Stock F5 4,520 $502.2909 $2.27M
Sale Common Stock F6 7,067 $503.4372 $3.56M
Sale Common Stock F7 9,834 $504.1124 $4.96M
Sale Common Stock F8 1,360 $505.1997 $687K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 486,762.534 shares (Direct); Common Stock — 51,450 shares (Indirect, By GRAT 25-1); Common Stock — 103,985 shares (Indirect, By GRAT 25-2); Common Stock — 116,300 shares (Indirect, By GRAT 26-1); Common Stock — 58,270 shares (Indirect, By GRAT 26-2); Common Stock — 101,459 shares (Indirect, By GRAT 26-3)
Footnotes (8)
  1. F1. This transaction was executed in multiple trades at prices ranging from $497.69 to $498.67. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  2. F2. This transaction was executed in multiple trades at prices ranging from $498.79 to $499.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  3. F3. This transaction was executed in multiple trades at prices ranging from $499.79 to $500.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  4. F4. This transaction was executed in multiple trades at prices ranging from $500.79 to $501.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  5. F5. This transaction was executed in multiple trades at prices ranging from $501.79 to $502.77. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  6. F6. This transaction was executed in multiple trades at prices ranging from $502.79 to $503.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  7. F7. This transaction was executed in multiple trades at prices ranging from $503.79 to $504.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
  8. F8. This transaction was executed in multiple trades at prices ranging from $504.82 to $505.76. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
Shares sold 86,525 shares Total Microsoft common shares sold by Satya Nadella on September 1, 2026
Lowest reported trade price $497.69 per share Lower end of the price range for one group of trades on September 1, 2026
Highest reported trade price $505.76 per share Upper end of the price range for one group of trades on September 1, 2026
Indirect holdings by GRAT 26-1 116,300 shares Indirectly owned Microsoft common stock held by a grantor retained annuity trust as of September 1, 2026
Indirect holdings by GRAT 25-2 103,985 shares Indirectly owned Microsoft common stock held by a separate grantor retained annuity trust as of September 1, 2026
Rule 10b5-1 plan adoption date March 8, 2026 Date the trading plan governing these sales was adopted
Rule 10b5-1 trading plan regulatory
"The sale reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on March 8, 2026"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average purchase price financial
"The price reported above reflects the weighted average purchase price"
The weighted average purchase price is the average cost per share you paid across multiple buys, calculated so larger purchases count more than smaller ones. Imagine buying apples at different prices: the overall price you effectively paid depends on how many apples you bought at each price. Investors use it to measure true cost basis, calculate gains or losses, decide when to sell, and manage taxes and portfolio performance.
grantor retained annuity trust financial
"Indirect ownership is reported as held By GRAT 25-1, GRAT 25-2 and other GRATs"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

FAQ

What insider transactions did MSFT’s CEO report on September 1, 2026?

Satya Nadella reported selling 86,525 shares of Microsoft common stock in multiple open-market transactions on September 1, 2026, at weighted average prices around $498–$505 per share, according to the Form 4.

Were the September 2026 MSFT insider sales made under a Rule 10b5-1 plan?

Yes. The Form 4 states that the sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 8, 2026, indicating the trades were pre-arranged under that plan.

What price range did Satya Nadella’s MSFT share sales cover?

Footnotes report that the September 1, 2026 transactions were executed in multiple trades at prices ranging from $497.69 to $505.76 per share, with the figures shown in the Form 4 representing weighted average sale prices for each group of trades.

Does Satya Nadella still hold MSFT shares indirectly after these sales?

Yes. The Form 4 lists continuing indirect ownership of Microsoft common stock through several grantor retained annuity trusts, including holdings of 51,450, 103,985, 116,300, 58,270, and 101,459 shares in separate trusts.

How many MSFT shares did Satya Nadella sell in total according to this Form 4?

Across eight reported open-market transactions on September 1, 2026, Satya Nadella sold a total of 86,525 shares of Microsoft common stock, as summarized in the filing’s transaction totals.

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SEC Form 4
FORM 4UNITED 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).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nadella Satya

(Last)(First)(Middle)
C/O MICROSOFT CORPORATION
ONE MICROSOFT WAY

(Street)
REDMOND WASHINGTON 98052-6399

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MICROSOFT CORP [ MSFT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026S1,040D$498.2396(1)572,247.534D
Common Stock09/01/2026S5,080D$499.4452(2)567,167.534D
Common Stock09/01/2026S24,723D$500.4678(3)542,444.534D
Common Stock09/01/2026S32,901D$501.1233(4)509,543.534D
Common Stock09/01/2026S4,520D$502.2909(5)505,023.534D
Common Stock09/01/2026S7,067D$503.4372(6)497,956.534D
Common Stock09/01/2026S9,834D$504.1124(7)488,122.534D
Common Stock09/01/2026S1,360D$505.1997(8)486,762.534D
Common Stock51,450IBy GRAT 25-1
Common Stock103,985IBy GRAT 25-2
Common Stock116,300IBy GRAT 26-1
Common Stock58,270IBy GRAT 26-2
Common Stock101,459IBy GRAT 26-3
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $497.69 to $498.67. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
2. This transaction was executed in multiple trades at prices ranging from $498.79 to $499.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
3. This transaction was executed in multiple trades at prices ranging from $499.79 to $500.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
4. This transaction was executed in multiple trades at prices ranging from $500.79 to $501.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
5. This transaction was executed in multiple trades at prices ranging from $501.79 to $502.77. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
6. This transaction was executed in multiple trades at prices ranging from $502.79 to $503.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
7. This transaction was executed in multiple trades at prices ranging from $503.79 to $504.78. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
8. This transaction was executed in multiple trades at prices ranging from $504.82 to $505.76. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
Remarks:
The sale reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on March 8, 2026.
Julia Stark, Attorney-in-Fact for Satya Nadella09/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)