Insider Filing: John W. Stanton Reports 3,621 MSFT Shares Distributed

Rhea-AI Filing Summary

John W. Stanton, a director of Microsoft Corporation (MSFT), reported a non‑derivative transaction on a Form 4 showing a family trust distribution. On 09/02/2025 the trust distributed 3,621 shares of Microsoft common stock to a beneficiary pursuant to the trust terms, reducing the trust's direct holding by that amount. After the distribution the reporting person beneficially owned 78,505 shares indirectly (via the family trust) and 3,622 shares indirectly or directly as reported. The Form 4 was signed by an attorney‑in‑fact on 09/03/2025. No cash proceeds or derivative transactions are reported.

Insights

Financial Analyst

TL;DR: Routine family trust distribution; immaterial to Microsoft’s operations or financials.

The Form 4 documents a trustee‑authorized distribution of 3,621 Microsoft shares from a family trust for which John W. Stanton is trustee. This is a personal/estate planning action rather than a market sale, and it does not involve option exercises, purchases, or sales that would generate proceeds or signal near‑term liquidity needs. The transaction does not change Microsoft’s share count or financial statements and is unlikely to be material to investors.

Corporate Governance Expert

TL;DR: Governance disclosure appears compliant; signatures and relationship designation are provided.

The filing identifies Stanton as a director and discloses indirect ownership via a family trust, with an explanation that the distribution followed trust terms. The Form 4 includes the required relationship checkboxes and an attorney‑in‑fact signature. From a compliance perspective, the document provides the necessary details about the transfer and beneficiaries without any unexplained omissions.

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^*

STANTON JOHN W

(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)

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

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		J(1)		3,621	D	$0	3,622	I	By Family Trust
Common Stock								78,505	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. The reporting person is a trustee of a Family Trust, of which two children are beneficiaries. On September 2, 2025, the reporting person caused the trust to distribute 3,621 shares of Microsoft Common stock to one of the beneficiaries of the trust pursuant to the terms of the trust.

	Julia Stark, Attorney-in-fact for John W. Stanton	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 John W. Stanton report on the Form 4 for MSFT?

The filing reports a trust distribution of 3,621 Microsoft common shares on 09/02/2025 to a beneficiary, reducing holdings held by the trust.

How many Microsoft shares does Stanton beneficially own after the transaction?

The Form 4 shows a total of 78,505 shares beneficially owned indirectly and 3,622 shares reported following the transaction.

Was this transaction a sale or purchase generating cash?

No. The transaction code and explanation indicate a distribution from a family trust; the reported price is $0, so no cash proceeds were generated.

Does the Form 4 report any derivative or option activity for Stanton?

No. Table II for derivative securities contains no entries; only a non‑derivative stock distribution is reported.

Who signed the Form 4 and when?

The Form 4 was signed by Julia Stark, Attorney‑in‑fact for John W. Stanton on 09/03/2025.