Director Charles Scharf receives 145-share Microsoft (MSFT) stock award

Rhea-AI Filing Summary

Microsoft director Charles W. Scharf received a new stock award from the company. On January 30, 2026, he acquired 145 shares of Microsoft common stock at $0 per share as a fully vested grant on the date of award.

After this transaction, Scharf beneficially owned 44,892 shares directly and an additional 525 shares indirectly through a trust. This filing simply updates his reported ownership as a board member.

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

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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^*

SCHARF CHARLES 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)
01/30/2026

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	01/30/2026		A		145(1)	A	$0	44,892	D
Common Stock								525	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

Explanation of Responses:

1. Represents stock award which is fully vested on the date of grant.

	Julia Stark, Attorney-in-Fact for Charles W. Scharf	02/03/2026
	** 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.
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FAQ

What insider transaction did Microsoft (MSFT) director Charles W. Scharf report?

Charles W. Scharf reported receiving a stock award of 145 Microsoft common shares. The award was granted at $0 per share and was fully vested on the grant date, meaning the shares belonged to him immediately without any further service or time-based conditions.

How many Microsoft (MSFT) shares does Charles W. Scharf own after this Form 4?

Following the reported transaction, Charles W. Scharf beneficially owns 44,892 Microsoft common shares directly. He also has indirect beneficial ownership of 525 additional shares held by a trust, giving investors a clearer picture of his total reported equity stake in the company.

What is the significance of the $0 price in Charles W. Scharf’s Microsoft stock award?

The $0 price indicates the 145 Microsoft shares were granted as an equity award, not purchased on the open market. This reflects compensation in stock rather than cash, with the grant fully vested on the award date, aligning the director’s interests with shareholders.

How are Scharf’s indirect Microsoft (MSFT) holdings reported on this Form 4?

The filing shows 525 Microsoft shares held indirectly "By Trust." This means ownership is attributed to Charles W. Scharf through a trust structure, which is common in estate and wealth planning, while still being reported as beneficial ownership for securities disclosure purposes.

Does this Microsoft Form 4 show any sale of shares by Charles W. Scharf?

No sale is reported; the Form 4 only shows an acquisition. Scharf received 145 Microsoft shares as a fully vested stock award, bringing his directly held total to 44,892 shares, with no disposal or reduction of his existing Microsoft common stock disclosed.