Microsoft (MSFT) director granted RSUs and updates share holdings

Rhea-AI Filing Summary

Johnston Hugh F reported acquisition or exercise transactions in this Form 4 filing.

Microsoft Corp director Hugh F. Johnston reported a small compensation-related equity award and updated his share holdings. He received a grant of 4.253 restricted stock units, each representing one share of Microsoft common stock. These units are fully vested, and dividend equivalents accrue when dividends are paid on the stock.

Delivery of the shares from this award will be made in five equal annual installments, beginning 30 days after his separation from service on the Board of Directors. Following this grant, Johnston holds 1,882.582 restricted stock units directly, 7,750 shares of common stock directly, and 68 shares indirectly through a trust, for which he disclaims beneficial ownership.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Johnston Hugh F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4.253	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,882.582 shares (Direct); Common Stock — 7,750 shares (Direct); Common Stock — 68 shares (Indirect, By trust)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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
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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 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)
03/12/2026

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								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)	03/12/2026		A		4.253(3)		(4)	(4)	Common Stock	4.253	$0	1,882.582	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	03/13/2026
	** 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.

FAQ

What did Microsoft (MSFT) director Hugh F. Johnston report in this Form 4?

Hugh F. Johnston reported a small equity grant and his updated holdings. He received 4.253 restricted stock units, which are fully vested, and disclosed direct ownership of 7,750 Microsoft common shares plus 1,882.582 RSUs, along with 68 shares held indirectly through a trust.

How many Microsoft restricted stock units did Hugh F. Johnston receive?

Hugh F. Johnston received 4.253 restricted stock units. Each unit represents a contingent right to one Microsoft common share. These RSUs are fully vested, and dividend equivalent rights accrue as dividends are paid on the company’s common stock, increasing his long-term equity-based compensation.

When will Hugh F. Johnston receive the Microsoft shares from these RSUs?

Share delivery will occur after he leaves the Microsoft board. The fully vested restricted stock units will be settled in five equal annual installments, starting 30 days after the date of his separation from service on the Board of Directors, spreading the payout over several years.

What are Hugh F. Johnston’s Microsoft share and RSU holdings after this filing?

After the filing, Johnston reports several Microsoft equity positions. He directly holds 7,750 shares of common stock and 1,882.582 restricted stock units. He also reports 68 shares held indirectly through a trust, and disclaims beneficial ownership of those indirectly held securities.

Does this Microsoft Form 4 show Hugh F. Johnston buying or selling shares?

The Form 4 does not show open-market buying or selling. It reports a compensation-related grant of 4.253 restricted stock units and updates his direct and indirect holdings. The filing lists no purchases or sales of Microsoft common stock in the market.

How do dividend equivalent rights work on Hugh F. Johnston’s Microsoft RSUs?

Dividend equivalents accrue when Microsoft pays common stock dividends. These rights accumulate proportionately with the related restricted stock units, effectively mirroring dividends that would be paid on underlying shares, and become exercisable in step with the associated RSUs over time.