Microsoft director Rainey granted 0.778 stock units

Microsoft director John D. Rainey received a small, fully vested RSU award that will be settled in shares after he leaves the board.

Rhea-AI Filing Summary

MICROSOFT CORP (symbol: MSFT) is the issuer of record for a Form 4 filing submitted to the SEC. Rainey John D reported acquisition or exercise transactions in this Form 4 filing.

MICROSOFT CORP (MSFT) reported that director John D. Rainey received a grant of 0.778 restricted stock units (RSUs) on September 10, 2026, each representing one share of common stock. These RSUs are fully vested, with delivery of the underlying shares to occur 30 days after his separation from service on the Board. Following this grant, Rainey holds 422.119 RSUs and 5,464 shares of Microsoft common stock directly. No transactions were reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

Grant/Award: 0.778 shares

Grant/Award 2 txns

Insider Rainey John D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2, F3	0.778	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 422.119 contracts (Direct); Common Stock — 5,464 shares (Direct)

Footnotes (3)

1. F1. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock.
2. F2. Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.
3. F3. 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.

Key Figures

RSUs granted: 0.778 restricted stock units Underlying common shares for new RSUs: 0.778 shares of common stock RSUs held after grant: 422.119 restricted stock units +2 more

5 metrics

RSUs granted 0.778 restricted stock units Grant to John D. Rainey on September 10, 2026

Underlying common shares for new RSUs 0.778 shares of common stock Each RSU represents one share of Microsoft common stock

RSUs held after grant 422.119 restricted stock units Total RSUs reported as directly held by John D. Rainey after the transaction

Common shares held after filing 5,464 shares Direct holdings of Microsoft common stock by John D. Rainey after the reported transaction

Settlement timing 30 days Shares underlying RSUs delivered 30 days after separation from service on the Board

Key Terms

Restricted Stock Units, dividend equivalent rights, separation from service

3 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent rights financial

"Dividend equivalent rights accrue when and as dividends are paid"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

separation from service regulatory

"Delivery of the shares will be made 30 days after the date of the reporting person's separation from service"

FAQ

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

What insider transaction did MSFT director John D. Rainey report?

John D. Rainey reported an acquisition of 0.778 restricted stock units on September 10, 2026. Each RSU represents one share of Microsoft common stock and is already fully vested, with settlement in shares 30 days after he leaves the Board of Directors.

How many Microsoft (MSFT) RSUs does John D. Rainey hold after this filing?

After the reported grant, John D. Rainey holds 422.119 restricted stock units tied to Microsoft common stock. These RSUs represent a contingent right to receive the same number of Microsoft common shares, subject to the settlement terms described in the filing.

How many Microsoft (MSFT) common shares does John D. Rainey own directly after the transaction?

John D. Rainey directly owns 5,464 shares of Microsoft common stock after the reported RSU grant. This holding figure is disclosed as a post-transaction balance and does not itself reflect a new stock purchase or sale in this filing.

When will John D. Rainey receive the Microsoft (MSFT) shares underlying the new RSUs?

The filing states that delivery of the shares underlying the RSUs will occur 30 days after John D. Rainey’s separation from service on Microsoft’s Board of Directors, even though the RSUs themselves are already fully vested.

Were John D. Rainey’s Microsoft (MSFT) RSU transactions under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, indicating that the reported RSU acquisition was not made pursuant to a Rule 10b5-1 trading plan. The grant is characterized as a compensation-related award, not an open-market trade.

What do the dividend equivalent rights on John D. Rainey’s MSFT RSUs mean?

Dividend equivalent rights accrue when and as dividends are paid on Microsoft common stock. They become exercisable proportionately with the related RSUs, effectively providing Rainey economic alignment with dividends paid on the underlying shares before settlement.

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

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Available on EDGAR 09/11/2026 - 06:05 PM Accepted by SEC EDGAR 09/11/2026 - 06:05 PM Learn about SEC filing dates

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^*

Rainey John D

(Last) (First) (Middle)

C/O MICROSOFT CORPORATION

ONE MICROSOFT WAY

(Street)

REDMOND WASHINGTON 98052

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	09/10/2026		A		0.778(2)		(3)	(3)	Common Stock	0.778	$0	422.119	D

Explanation of Responses:

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

2. Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.

3. 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	09/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)