Microsoft (MSFT) director John Rainey acquires 145 fully vested RSUs

Rhea-AI Filing Summary

Microsoft director John D. Rainey acquired 145.251 restricted stock units on Microsoft common stock on January 30, 2026. Each unit represents a contingent right to receive one Microsoft share at no cash cost per unit.

The restricted stock units are fully vested. The filing explains that the actual Microsoft shares will be delivered to Rainey 30 days after his separation from service on the Board of Directors. After this transaction, he directly beneficially owns 5,464 shares of Microsoft common stock.

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^*

Rainey John D

(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								5,464	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
Restricted Stock Units	(1)	01/30/2026		A		145.251		(2)	(2)	Common Stock	145.251	$0	145.251	D

Explanation of Responses:

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

2. The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made 30 days after the date of the reporting person's separation from service to the Board of Directors.

	Julia Stark, Attorney-in-fact for John David Rainey	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.
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 transaction did Microsoft (MSFT) report for John D. Rainey?

Microsoft reported that director John D. Rainey acquired 145.251 restricted stock units on January 30, 2026. These units are fully vested and each represents a contingent right to receive one share of Microsoft common stock at a price of $0 per unit.

How many Microsoft (MSFT) restricted stock units did John D. Rainey receive?

John D. Rainey acquired 145.251 restricted stock units tied to Microsoft common stock. According to the filing, each restricted stock unit represents a contingent right to receive one share of Microsoft common stock, and the units are reported at a price of $0 per unit.

When will John D. Rainey receive Microsoft (MSFT) shares from these restricted stock units?

The filing states that delivery of Microsoft shares from the restricted stock units will occur 30 days after John D. Rainey’s separation from service on the Board of Directors. The restricted stock units are already fully vested at the time of this report.

Are John D. Rainey’s Microsoft (MSFT) restricted stock units vested?

Yes. The document explains that the restricted stock units reported for John D. Rainey are fully vested. Although vested, the underlying Microsoft common shares will be delivered 30 days after his separation from service on the company’s Board of Directors.

How many Microsoft (MSFT) common shares does John D. Rainey own after this filing?

Following the reported transactions, John D. Rainey directly beneficially owns 5,464 shares of Microsoft common stock. This total reflects his holdings after the acquisition of 145.251 fully vested restricted stock units reported in the Form 4 filing.

What does each Microsoft (MSFT) restricted stock unit represent for John D. Rainey?

Each restricted stock unit reported for John D. Rainey represents a contingent right to receive one share of Microsoft common stock. The filing notes that these units are fully vested and that the delivery of actual shares is deferred until after his Board service ends.