[Form 4] Microsoft Corp Insider Trading Activity

Rhea-AI Filing Summary

Takeshi Numoto, Executive Vice President and Chief Marketing Officer of Microsoft Corporation, reported transactions dated 09/02/2025. The filing shows 17,223 shares vested at no cash price as the full vesting of a performance stock award granted in September 2022 for the three-year performance period ending June 30, 2025. The report also records a disposition of 9,285.647 shares sold at $506.69 per share. Following these transactions, Numoto beneficially owns 47,048.5495 shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Full vesting of 17,223 shares from a September 2022 performance stock award is explicitly reported, indicating performance conditions were met.
• Substantial retained ownership after transactions: reporting person continues to hold 47,048.5495 shares.

Negative

• Disposition of 9,285.647 shares sold at $506.69 reduces the reporting person's beneficial ownership.
• Cash-out of vested shares (sale reported) may be viewed as partial monetization of equity compensation.

Insights

Securities Analyst

TL;DR: Insider had performance shares vest and sold a portion; transactions appear routine and nondilutive.

The filing shows full vesting of a 2022 performance stock award and a contemporaneous sale of 9,285.647 shares at $506.69 each. The net result is a reduction in reported beneficial ownership to 47,048.5495 shares. These are standard Section 16 disclosures reflecting compensation vesting and a disposition rather than new issuance or debt activity. No derivative transactions or additional grants are reported.

Corporate Governance Expert

TL;DR: Disclosure reflects routine executive compensation vesting and a sale; governance implications are minimal.

The explanation explicitly ties the vested shares to a performance period ending June 30, 2025, indicating the company recognized performance criteria were met for that award. The sale reduces insider holdings but leaves a significant residual position. Filing was executed by an attorney-in-fact, which is a common procedural practice. No red flags such as unexplained transfers or related-party issues are present in the reported lines.

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
Estimated average burden
hours per response:			0.5

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^*

Numoto Takeshi

(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)
	EVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		17,223(1)	A	$0	56,334.1965	D
Common Stock	09/02/2025		F		9,285.647	D	$506.69	47,048.5495	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. Represents full vesting of shares earned under a performance stock award granted in September 2022 under the Microsoft Corporation Executive Incentive Plan for the 3-year performance period that ended on June 30, 2025.

	Julia Stark, Attorney-in-Fact for Takeshi Numoto	09/03/2025
	** 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 transactions did Takeshi Numoto report on Form 4 for MSFT?

The Form 4 reports vesting of 17,223 shares from a performance award and a sale of 9,285.647 shares at $506.69 per share dated 09/02/2025.

Why did 17,223 Microsoft shares vest for Numoto?

The filing states these shares represent full vesting of a performance stock award granted in September 2022 for the three-year performance period ending June 30, 2025.

How many Microsoft shares does Numoto beneficially own after the transactions?

After the reported transactions, Numoto beneficially owns 47,048.5495 shares according to the Form 4.

At what price were the sold shares reported?

The disposed shares were sold at a reported price of $506.69 per share.

Who signed the Form 4 filing for Takeshi Numoto?

The Form 4 was signed by Julia Stark, Attorney-in-Fact for Takeshi Numoto on 09/03/2025.