Microsoft (MSFT) director discloses RSU dividend equivalents holdings

Rhea-AI Filing Summary

Microsoft director Reid G. Hoffman reported an equity award related to his board service. On 12/11/2025, he acquired 30.891 restricted stock units, representing dividend-equivalent rights tied to Microsoft common stock.

Each restricted stock unit corresponds to one share of common stock and the units are fully vested. The company states that the underlying shares will be delivered on the first anniversary after his separation from the Board of Directors. Following this transaction, he beneficially owns 16,443.114 restricted stock units directly and 15,905 shares of Microsoft common stock indirectly through a living trust.

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

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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^*

Hoffman Reid

(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)
12/11/2025

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								15,905	I	By Living 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	(1)	12/11/2025		A		30.891(2)		(3)	(3)	Common Stock	30.891	$0	16,443.114	D

Explanation of Responses:

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

2. 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.

3. The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made on the 1st anniversary after the date of the reporting person's separation from service to the Board of Directors.

	Julia Stark, Attorney-in-fact for Reid G. Hoffman	12/12/2025
	** 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 insider equity transaction did Microsoft (MSFT) disclose for Reid G. Hoffman?

The filing shows that on 12/11/2025, Reid G. Hoffman, a director of Microsoft, acquired 30.891 restricted stock units representing dividend-equivalent rights tied to Microsoft common stock.

How many Microsoft restricted stock units does Reid G. Hoffman own after this transaction?

After the reported award, Reid G. Hoffman beneficially owns 16,443.114 restricted stock units directly, each representing the right to receive one share of Microsoft common stock.

How many Microsoft common shares does Reid G. Hoffman hold following the reported Form 4?

Following the reported activity, he beneficially owns 15,905 shares of Microsoft common stock indirectly through a living trust, as reported in the non-derivative securities table.

What do the restricted stock units reported for Microsoft (MSFT) represent?

Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock, according to the explanation of responses in the filing.

How do dividend-equivalent rights work for Microsoft restricted stock units?

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

When will the Microsoft shares underlying Reid G. Hoffman's RSUs be delivered?

The restricted stock units are fully vested, and the company states that delivery of the shares to the reporting person will be made on the 1st anniversary after his separation from service on the Board of Directors.

Is Reid G. Hoffman's Microsoft share ownership direct or indirect?

The filing reports 16,443.114 restricted stock units held directly and 15,905 common shares held indirectly by a living trust, indicating both direct and indirect beneficial ownership.