[Form 4] Microsoft Corp Insider Trading Activity

Rhea-AI Filing Summary

Microsoft (MSFT) insider Form 4: Judson Althoff, Executive Vice President and Chief Commercial Officer, reported transactions on 09/02/2025. A performance-based award from September 2022 fully vested for the three-year period ending June 30, 2025, resulting in receipt of 45,220 shares at no cash cost. On the same date he disposed of 23,819.354 shares at $506.69 per share. After these transactions Althoff's reported beneficial ownership is 119,410.681 shares (direct).

Positive

• 45,220 shares vested from a performance stock award, indicating performance criteria for the 3-year period ending 06/30/2025 were met
• Transactions were reported promptly on Form 4 and signed by an authorized attorney-in-fact

Negative

• A disposal of 23,819.354 shares at $506.69 reduced direct beneficial ownership to 119,410.681 shares

Insights

Financial Analyst

TL;DR: Insider received vested performance shares and sold a portion at market price; activity is routine compensation realization, not a clear signal of firm-wide change.

Althoff's Form 4 shows full vesting of a 2022 performance stock award (45,220 shares) for the three-year performance period ended 6/30/2025, followed by a sale of 23,819.354 shares at $506.69. The net change reduced his direct holdings from 143,230.035 to 119,410.681 shares. This pattern—vesting then partial sale—is consistent with executives realizing compensation value rather than an unexpected liquidity event. There is no company-level financial information or new guidance in this filing.

Corporate Governance Expert

TL;DR: Transaction reflects standard executive compensation settlement and partial disposition; consistent with routine governance and insider reporting practices.

The filing explicitly states the 45,220 shares resulted from full vesting under the Microsoft Executive Incentive Plan tied to a 3-year performance period. The subsequent reported disposition of 23,819.354 shares at $506.69 appears to be a partial liquidation of vested shares. The Form 4 is properly reported by an attorney-in-fact and signed; no amendments, exceptions, or unusual instruments are disclosed. There are no indications of material governance issues or unusual related-party transactions in this filing.

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^*

Althoff Judson

(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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		45,220(1)	A	$0	143,230.035	D
Common Stock	09/02/2025		F		23,819.354	D	$506.69	119,410.681	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 full vesting of shares earned under a performance stock award granted in September 2022 under the Microsoft Corporation Executive Incentive Plan for the 3-year performance period that ended on June 30, 2025.

	Julia Stark, Attorney-in-Fact for Judson Althoff	09/03/2025
	** 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 did Judson Althoff report in the MSFT Form 4 filed for 09/02/2025?

The Form 4 reports full vesting of 45,220 shares from a performance stock award and a sale of 23,819.354 shares at $506.69, leaving 119,410.681 shares beneficially owned.

Why were 45,220 MSFT shares issued to Judson Althoff?

The filing states those shares represent full vesting of a performance stock award granted in September 2022 under the Microsoft Executive Incentive Plan for the three-year performance period ended 06/30/2025.

How much did Judson Althoff receive from the reported sale of MSFT shares?

The Form 4 shows a disposition of 23,819.354 shares at a price of $506.69 per share. The filing does not state gross proceeds explicitly; multiply the share count by the price to calculate proceeds.

Does the Form 4 indicate any derivatives or option exercises by Judson Althoff?

No derivative securities or option exercises are reported in Table II; the filing only reports non-derivative shares vested and a sale in Table I.

Who signed the Form 4 for Judson Althoff?

The Form 4 was signed by Julia Stark, Attorney-in-Fact for Judson Althoff, on 09/03/2025.