Microsoft (MSFT) director Emma Walmsley awarded 145.251 fully vested RSUs

Rhea-AI Filing Summary

Microsoft director Emma N. Walmsley reported a routine equity grant in the form of restricted stock units. On 01/30/2026, she received 145.251 restricted stock units at a price of $0 per unit, each representing the right to receive one share of Microsoft common stock.

After this grant, she directly holds 1,107.168 restricted stock units and 9,913.797 shares of Microsoft common stock. The restricted stock units are fully vested, and the underlying shares will be delivered on the 5th anniversary after her separation from service on the Board of Directors.

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^*

Walmsley Emma N

(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								9,913.797	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	1,107.168	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 on the 5th anniversary after the date of the reporting person's separation from service to the Board of Directors.

	Julia Stark, Attorney-in-fact for Emma N. Walmsley	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) director Emma Walmsley report?

Emma Walmsley reported receiving 145.251 restricted stock units in Microsoft common stock. These units were granted at a price of $0 per unit and are fully vested, reflecting a routine director equity award rather than an open‑market stock purchase or sale.

How many Microsoft (MSFT) restricted stock units does Emma Walmsley now hold?

After the reported grant, Emma Walmsley directly holds 1,107.168 restricted stock units linked to Microsoft common shares. Each unit represents a contingent right to receive one Microsoft share, providing equity-based compensation tied to her ongoing service on the Board of Directors.

How many Microsoft (MSFT) common shares does Emma Walmsley own after this filing?

Following the reported transactions, Emma Walmsley directly owns 9,913.797 shares of Microsoft common stock. This figure reflects her beneficial ownership of non-derivative shares as reported, separate from the restricted stock units that will convert into additional shares later.

When will Emma Walmsley receive the Microsoft (MSFT) shares underlying her RSUs?

The shares underlying Emma Walmsley’s restricted stock units will be delivered on the fifth anniversary after she separates from service on Microsoft’s Board. Although the units are already fully vested, actual share delivery is deferred until that post‑service milestone.

Are Emma Walmsley’s newly reported Microsoft (MSFT) RSUs vested?

Yes, the restricted stock units reported by Emma Walmsley are fully vested. While they are vested, the delivery of the corresponding Microsoft shares will occur only on the fifth anniversary following her separation from service on the Board of Directors.

What does each Microsoft (MSFT) restricted stock unit reported by Emma Walmsley represent?

Each restricted stock unit reported by Emma Walmsley represents a contingent right to receive one share of Microsoft common stock. This structure ties a portion of her director compensation directly to Microsoft’s equity, with actual share delivery deferred until after Board service ends.