Microsoft (MSFT) executive reports unintended broker trades and reimbursement

Rhea-AI Filing Summary

Microsoft executive Bradford L. Smith, Vice Chair and President, reported several small transactions in Microsoft common stock that were initiated and later reversed by his broker. On April 23, 2025, Smith’s account bought 3,842 shares at $377.465 per share, followed by a sale of 30 shares at $390.5729 on April 30, 2025, and a disposition of 3,812 shares at a weighted average price of $438.8197 on May 5, 2025.

The filing explains that these trades were broker initiated “without the reporting person’s direction, approval, or knowledge” after trading restrictions on his account were inadvertently removed during an account update. The May 5 transaction reversed the remaining shares from the April 23 purchase through the broker’s error account, and Smith’s directly owned stake after these entries was 451,596.7633 shares. The report states the trades are matchable under Section 16(b) and that Smith paid Microsoft the full profit realized from the short-swing transaction, and notes the form is being filed late because the activity only recently came to his and the issuer’s attention.

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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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^*

SMITH BRADFORD L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chair and President

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2025

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	04/23/2025		P		3,842	A	$377.465(1)	455,438.7633	D
Common Stock	04/30/2025		S		30	D	$390.5729(2)	455,408.7633	D
Common Stock	05/05/2025		S		3,812	D	$438.8197(3)	451,596.7633	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. This acquisition was broker initiated without the reporting person's direction, approval, or knowledge.

2. This disposition was broker initiated without the reporting person's direction, approval, or knowledge.

3. On May 5, 2025, the shares remaining from the April 23, 2025 acquisition, after the April 30, 2025 disposition, were rescinded through the broker's error account. This disposition was broker initiated without the reporting person's direction, approval, or knowledge. This transaction was executed in multiple trades at prices ranging from $438.8169 to $438.8201. The price reported above reflects the weighted average price. The reporting person hereby undertakes upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.

Remarks:

This Form 4 is being filed late due to the fact that the reported transactions only recently came to the attention of the reporting person and the issuer. On April 23, 2025, trading restrictions applicable to the reporting person's account were inadvertently removed by the reporting person's broker during an account update. As a result, the account manager purchased and later sold shares of the issuer on behalf of the reporting person without the reporting person's direction, approval, or knowledge. On May 5, 2025, the broker reversed the transactions through the broker's error account and issued the gain on the transactions to the reporting person's account, again without the reporting person's direction, approval, or knowledge. These transactions are matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended. Promptly upon being made aware of these transactions, the reporting person paid the issuer the full amount of profit realized in connection with the short-swing transaction.

	Julia Stark, Attorney-in-Fact for Bradford L. Smith	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

Who is the insider reporting these Microsoft (MSFT) stock transactions?

The report covers Bradford L. Smith, who serves as Vice Chair and President of Microsoft and is reporting in his capacity as an officer of the company.

What Microsoft (MSFT) stock trades are disclosed in this insider filing?

The filing shows Smith’s account bought 3,842 shares of Microsoft common stock at $377.465 on April 23, 2025, sold 30 shares at $390.5729 on April 30, 2025, and disposed of 3,812 shares at a weighted average price of $438.8197 on May 5, 2025.

Did Bradford L. Smith personally direct these Microsoft (MSFT) stock trades?

No. The explanations state each acquisition and disposition was broker initiated “without the reporting person’s direction, approval, or knowledge,” after trading restrictions on his account were inadvertently removed during an account update.

How many Microsoft (MSFT) shares does Bradford L. Smith own after the reported transactions?

Following the reported activity, Smith is shown as beneficially owning 451,596.7633 shares of Microsoft common stock in direct ownership.

Why was this Microsoft insider transaction report filed late?

The remarks explain that the form is being filed late because the reported transactions only recently came to the attention of both the reporting person and Microsoft.

What happened to the profit from the short-swing Microsoft stock transaction?

The remarks state that the transactions are matchable under Section 16(b) of the Exchange Act and that, promptly after learning of them, Smith paid Microsoft the full amount of profit realized in connection with the short-swing transaction.