Microsoft (MSFT) director now holds 961.917 RSUs, 9,913 shares of common stock

Rhea-AI Filing Summary

Microsoft director Emma N. Walmsley reported a small equity-related change in her holdings. On 12/11/2025 she was granted 1.807 restricted stock units (RSUs) as dividend-equivalent rights, with each RSU representing a contingent right to receive one share of Microsoft common stock at no cash cost.

Following this transaction, she beneficially owns 961.917 RSUs and 9,913.797 shares of Microsoft common stock, all held directly. The RSUs are fully vested, and delivery of the underlying shares is scheduled for the 5th anniversary after the date of 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)
12/11/2025

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								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)	12/11/2025		A		1.807(2)		(3)	(3)	Common Stock	1.807	$0	961.917	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 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	12/12/2025
	** 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.
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FAQ

What insider transaction did Microsoft (MSFT) director Emma N. Walmsley report?

Emma N. Walmsley reported the acquisition of 1.807 restricted stock units (RSUs) on 12/11/2025, credited as dividend-equivalent rights tied to Microsoft common stock.

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

After the reported transaction, Emma N. Walmsley beneficially owns 961.917 restricted stock units, each representing a contingent right to receive one share of Microsoft common stock.

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

Following the reported equity grant, Emma N. Walmsley directly owns 9,913.797 shares of Microsoft common stock, as disclosed in the filing.

What is the economic value of the RSUs granted to the Microsoft (MSFT) director in this Form 4?

The Form 4 shows the 1.807 RSUs were acquired at a price of $0, reflecting dividend-equivalent rights rather than a cash purchase of shares.

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

The RSUs are fully vested, and the filing states that delivery of the shares will occur on the 5th anniversary after the date of her separation from service on Microsoft’s Board of Directors.

What do the dividend-equivalent rights mean in this Microsoft (MSFT) Form 4?

The filing explains that dividend equivalent rights accrue when and as dividends are paid on Microsoft’s common stock and become exercisable proportionately with the related RSUs, effectively adding 1.807 RSUs to the director’s holdings.