Satya Nadella Form 4: 308,870 Shares Vest, Insider Sales Reduce MSFT Stake

Q: What transactions did Satya Nadella report on Form 4 for MSFT?

The Form 4 reports 308,870 vested performance shares on 09/02/2025 and multiple dispositions (including a 122,362.866 share F disposition and several S sales) on 09/02–09/03/2025.

Q: Were the sales part of a trading plan or ad hoc trades?

The filing states the sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2025.

Q: What was the nature of the vested shares reported?

The 308,870 shares represent full vesting of a performance stock award granted in September 2022 for the three-year performance period ending June 30, 2025.

Satya Nadella, Microsoft Corporation CEO and director, reported changes to his beneficial ownership in MSFT stock.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Satya Nadella, Microsoft Corporation CEO and director, reported changes to his beneficial ownership in MSFT stock. On 09/02/2025 he had 308,870 shares vest at $0 under a performance stock award granted in September 2022 for the three-year performance period ending June 30, 2025, increasing his holdings to 1,062,420.244 shares. The filing shows a series of dispositions: a coded F disposition of 122,362.866 shares at an average price of $506.69 and multiple sales on 09/03/2025 totaling additional shares at weighted-average prices between $502.39 and $507.66, reducing his beneficial ownership to 790,852.378 shares. The sales were made pursuant to a Rule 10b5-1 trading plan adopted March 7, 2025.

Positive

308,870 performance shares vested for Nadella, reflecting compensation tied to a completed three-year performance period.
Sales executed under a Rule 10b5-1 trading plan, reducing concern over opportunistic insider trading.

Negative

Net reduction of 271,567.866 shares (from 1,062,420.244 to 790,852.378), a material decrease in beneficial ownership.
Multiple dispositions at market prices in early September 2025 reduced insider holdings substantially.

Insights

TL;DR: CEO received a substantial equity vesting and concurrently reduced holdings via a pre-established 10b5-1 plan.

The Form 4 documents a full vesting of 308,870 performance shares, followed by planned sales reducing beneficial ownership from 1,062,420.244 to 790,852.378. The F code and multiple S entries reflect executed dispositions at weighted-average prices near $503–$507, consistent with automated plan sales rather than opportunistic insider trades. Materiality: the net reduction of 271,567.866 shares is meaningful in absolute terms but represents a management liquidity event executed under a Rule 10b5-1 plan, which typically lowers signaling risk to the market.

TL;DR: Vesting of incentive shares rewarded prior performance; subsequent sales executed through a documented 10b5-1 plan.

The filing confirms compensation realization via performance stock vesting from a September 2022 award. The 10b5-1 trading plan adoption date (March 7, 2025) and disclosed weighted-average sale prices indicate pre-planned dispositions rather than ad hoc sales. From a governance perspective, use of a formal trading plan aligns with best practices for avoiding insider-trading concerns, though the reduction of ownership by roughly 25.6% of post-vest holdings may be noted by investors monitoring insider stake trends.

Insider Trade Summary

Net Seller: 149,205 shares

Net Sell 9 txns

Insider Nadella Satya

Role Chief Executive Officer

Sold 149,205 shs ($75.32M)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,836	$503.0039	$13.00M
Sale	Common Stock	26,494	$503.9079	$13.35M
Sale	Common Stock	48,267	$504.9528	$24.37M
Sale	Common Stock	39,071	$505.8567	$19.76M
Sale	Common Stock	9,037	$506.6187	$4.58M
Sale	Common Stock	500	$507.558	$254K
Grant/Award	Common Stock	308,870	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	122,362.866	$506.69	$62.00M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 790,852.378 shares (Direct); Common Stock — 109,720 shares (Indirect, By GRAT)

Footnotes (7)

F1. 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.
F2. This transaction was executed in multiple trades at prices ranging from $502.390 to $503.380. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.
F3. This transaction was executed in multiple trades at prices ranging from $503.390 to $504.380. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.
F4. This transaction was executed in multiple trades at prices ranging from $504.390 to $505.385. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.
F5. This transaction was executed in multiple trades at prices ranging from $505.390 to $506.380. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.
F6. This transaction was executed in multiple trades at prices ranging from $506.390 to $506.970. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.
F7. This transaction was executed in multiple trades at prices ranging from $507.410 to $507.660. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did Satya Nadella report on Form 4 for MSFT?

The Form 4 reports 308,870 vested performance shares on 09/02/2025 and multiple dispositions (including a 122,362.866 share F disposition and several S sales) on 09/02–09/03/2025.

How many Microsoft shares does Nadella beneficially own after the reported transactions?

Following the transactions disclosed, Nadella beneficially owns 790,852.378 shares.

Were the sales part of a trading plan or ad hoc trades?

The filing states the sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2025.

What was the nature of the vested shares reported?

The 308,870 shares represent full vesting of a performance stock award granted in September 2022 for the three-year performance period ending June 30, 2025.

At what prices were the reported sales executed?

Reported weighted-average prices for the dispositions range around $502.39 to $507.66, with one average price listed as $506.69 for the F disposition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 09/04/2025 - 06:01 PM

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^*

Nadella Satya

(Last)

(First)

(Middle)

C/O MICROSOFT CORPORATION

ONE MICROSOFT WAY

(Street)

REDMOND

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
X	Officer (give title below)	Other (specify below)
	Chief Executive 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2025		A		308,870⁽¹⁾	A	$0	1,062,420.244	D
Common Stock	09/02/2025		F		122,362.866	D	$506.69	940,057.378	D
Common Stock	09/03/2025		S		25,836	D	$503.0039⁽²⁾	914,221.378	D
Common Stock	09/03/2025		S		26,494	D	$503.9079⁽³⁾	887,727.378	D
Common Stock	09/03/2025		S		48,267	D	$504.9528⁽⁴⁾	839,460.378	D
Common Stock	09/03/2025		S		39,071	D	$505.8567⁽⁵⁾	800,389.378	D
Common Stock	09/03/2025		S		9,037	D	$506.6187⁽⁶⁾	791,352.378	D
Common Stock	09/03/2025		S		500	D	$507.558⁽⁷⁾	790,852.378	D
Common Stock								109,720	I	By GRAT

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. This transaction was executed in multiple trades at prices ranging from $502.390 to $503.380. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.

3. This transaction was executed in multiple trades at prices ranging from $503.390 to $504.380. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.

4. This transaction was executed in multiple trades at prices ranging from $504.390 to $505.385. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.

5. This transaction was executed in multiple trades at prices ranging from $505.390 to $506.380. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.

6. This transaction was executed in multiple trades at prices ranging from $506.390 to $506.970. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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.

7. This transaction was executed in multiple trades at prices ranging from $507.410 to $507.660. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide 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:

The sales reported on this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2025.

	Julia Stark, Attorney-in-Fact for Satya Nadella	09/04/2025
	** 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.

Source: View Original Filing on SEC EDGAR

Satya Nadella Form 4: 308,870 Shares Vest, Insider Sales Reduce MSFT Stake