[Form 4] Microsoft Corp Insider Trading Activity

Rhea-AI Filing Summary

Bradford L. Smith, Vice Chair and President of Microsoft Corporation (MSFT), reported transactions on Form 4 for 09/02/2025. A performance stock award granted in September 2022 fully vested for the 3-year performance period ended June 30, 2025, resulting in the acquisition of 47,877 shares at no cash cost. Concurrently, 24,992.231 shares were disposed of at an average price of $506.69, leaving Mr. Smith with 473,945.7633 shares beneficially owned after the reported transactions. The filing was signed by an attorney-in-fact on 09/03/2025.

Positive

• Performance award vested: Full vesting of a 3-year performance stock award granted in September 2022 delivered 47,877 shares to the reporting person.
• Substantial retained ownership: After transactions, the reporting person still beneficially owns 473,945.7633 shares, indicating continued significant stake in MSFT.

Negative

• Shares disposed: 24,992.231 shares were sold at $506.69, reducing beneficial ownership versus pre-transaction levels.
• Limited disclosure on purpose: The Form 4 does not state whether the disposition was for tax withholding, diversification, or other reasons, so intent is unclear.

Insights

Corporate Governance Expert

TL;DR: Executive received vested performance shares and sold a portion, a common post-vesting tax or liquidity action that modestly reduced holdings.

The filing shows full vesting of a 3-year performance award awarded in September 2022 and the acquisition of 47,877 shares at $0, which reflects compensation delivered as equity rather than cash. The subsequent disposition of 24,992.231 shares at $506.69 is consistent with share-withdrawal to cover taxes or diversify; the report does not specify the reason. Beneficial ownership remains substantial at 473,945.7633 shares. This is routine for senior executives and does not, by itself, indicate governance concerns.

Compensation Analyst

TL;DR: The transaction reflects payout of a performance-based equity award with partial disposition, aligning pay with multi-year performance.

The description explicitly ties the vested shares to a performance stock award under the Microsoft Executive Incentive Plan for the 3-year period ending 06/30/2025. Acquisition of 47,877 shares at $0 confirms equity-based compensation delivery. The disposal of 24,992.231 shares at $506.69 reduces net holdings but leaves a large retained stake. The filing lacks details on tax-withholding mechanics or whether the sale was to satisfy tax obligations, so exact compensation cash flow cannot be determined from this document alone.

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
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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^*

SMITH BRADFORD L

(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)
	Vice Chair and President

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		47,877(1)	A	$0	498,937.9943	D
Common Stock	09/02/2025		F		24,992.231	D	$506.69	473,945.7633	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 Bradford L. Smith	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.
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FAQ

What shares did Bradford L. Smith acquire according to the Form 4 for MSFT?

The Form 4 reports acquisition of 47,877 common shares through full vesting of a performance stock award granted in September 2022.

How many MSFT shares did Bradford L. Smith sell and at what price?

The filing shows disposition of 24,992.231 shares at an average price of $506.69 per share on 09/02/2025.

What is Bradford L. Smith's beneficial ownership of MSFT after these transactions?

After the reported transactions, Bradford L. Smith beneficially owns 473,945.7633 shares.

What triggered the acquisition of the 47,877 MSFT shares?

The shares represent full vesting of a performance stock award under the Microsoft Executive Incentive Plan for the three-year period ended 06/30/2025.

When was the Form 4 signed and filed?

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