Microsoft director granted 4.341 stock units

A Microsoft director received a small fully vested RSU award with share delivery deferred until after Board service ends.

Rhea-AI Filing Summary

MICROSOFT CORP (MSFT) director Hugh F Johnston reported an acquisition of 4.341 restricted stock units on September 10, 2026. Each unit represents a contingent right to receive one share of Microsoft common stock and is fully vested, with shares to be delivered in 5 equal annual installments starting 30 days after his separation from service on the Board of Directors. After this award, he holds 2,354.022 restricted stock units and 7,750 common shares directly, plus 68 common shares held indirectly by a trust, for which he disclaims beneficial ownership.

Insider Trade Summary

Grant/Award: 4.341 shares

Grant/Award 3 txns

Insider Johnston Hugh F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F2, F3, F4	4.341	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock F1	--	--	--

Holdings After Transaction: Restricted Stock Units — 2,354.022 contracts (Direct); Common Stock — 7,750 shares (Direct); Common Stock — 68 shares (Indirect, By trust)

Footnotes (4)

1. F1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. F2. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock.
3. F3. Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.
4. F4. The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made in 5 equal annual installments commencing 30 days after the date of the reporting person's separation from service to the Board of Directors.

Key Figures

RSUs granted: 4.341 restricted stock units RSU holdings after transaction: 2,354.022 restricted stock units Direct common stock holdings: 7,750 shares +2 more

5 metrics

RSUs granted 4.341 restricted stock units Award to Hugh F Johnston on September 10, 2026

RSU holdings after transaction 2,354.022 restricted stock units Total RSUs reported as directly held after the award

Direct common stock holdings 7,750 shares Common stock directly owned after the reported transactions

Indirect common stock holdings by trust 68 shares Common stock held indirectly by trust with disclaimed beneficial ownership

Share delivery schedule 5 annual installments Delivery of RSU shares starting 30 days after separation from Board service

Key Terms

Restricted Stock Units, dividend equivalent rights, Section 16, separation from service

4 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent rights financial

"Dividend equivalent rights accrue when and as dividends are paid"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Section 16 regulatory

"beneficial owner of such securities for purposes of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

separation from service financial

"installments commencing 30 days after the date of the reporting person's separation from service"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Microsoft (MSFT) director Hugh F Johnston report on this Form 4?

He reported a grant of 4.341 restricted stock units on September 10, 2026. Each unit is a contingent right to receive one share of Microsoft common stock, as described in the filing’s footnotes.

What are the vesting and delivery terms of the new RSUs reported for MSFT?

The restricted stock units are fully vested. Delivery of the underlying shares will be made in 5 equal annual installments, beginning 30 days after Hugh F Johnston’s separation from service on Microsoft’s Board of Directors.

How many Microsoft (MSFT) restricted stock units does Hugh F Johnston hold after this transaction?

Following the September 10, 2026 award, Hugh F Johnston holds 2,354.022 restricted stock units, each representing a contingent right to receive one share of Microsoft common stock.

What is Hugh F Johnston’s reported common stock ownership in Microsoft (MSFT) after this filing?

He reports direct ownership of 7,750 shares of Microsoft common stock and indirect ownership of 68 shares held by a trust, for which he disclaims beneficial ownership under Section 16.

How do dividend equivalent rights apply to the RSUs reported for MSFT?

The filing states that dividend equivalent rights accrue when and as dividends are paid on Microsoft common stock and become exercisable proportionately with the restricted stock units to which they relate.

Were the reported Microsoft (MSFT) transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 plan is affirmed for these transactions, and the footnotes do not describe any pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 06:04 PM Accepted by SEC EDGAR 09/11/2026 - 06:03 PM Learn about SEC filing dates

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).

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^*

Johnston Hugh F

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								7,750	D
Common Stock								68(1)	I	By trust

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
Restricted Stock Units	(2)	09/10/2026		A		4.341(3)		(4)	(4)	Common Stock	4.341	$0	2,354.022	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock.

3. Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.

4. The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made in 5 equal annual installments commencing 30 days after the date of the reporting person's separation from service to the Board of Directors.

	Julia Stark, Attorney-in-fact for Hugh F. Johnston	09/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)