Microsoft CEO Nadella vests 178K share award

Q: What insider equity award did Satya Nadella report at Microsoft (MSFT)?

Satya Nadella reported full vesting of 178,622 shares of Microsoft common stock on August 31, 2026, earned under a performance stock award granted in September 2023 for a 3-year performance period that ended on June 30, 2026.

Q: What does the code F transaction in Satya Nadella’s MSFT Form 4 represent?

The code F transaction shows 70,465.844 shares of Microsoft common stock delivered or withheld at $513.53 per share on August 31, 2026 for payment of exercise price or tax liability in connection with equity compensation.

Q: Were Satya Nadella’s recent Microsoft (MSFT) transactions made under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not state that the August 31, 2026 transactions were made under a Rule 10b5-1 trading plan.

Q: What indirect Microsoft (MSFT) holdings for Satya Nadella are shown in this Form 4?

Indirect holdings are reported through several GRATs: 51,450 shares by GRAT 25-1, 103,985 by GRAT 25-2, 116,300 by GRAT 26-1, 58,270 by GRAT 26-2, and 101,459 by GRAT 26-3.

Q: What plan governed Satya Nadella’s vested performance shares at Microsoft (MSFT)?

The 178,622 vested shares were earned under a performance stock award granted in September 2023 pursuant to the Microsoft Corporation Executive Incentive Plan for a performance period that ended on June 30, 2026.

Satya Nadella’s performance shares will fully vest Aug. 31, 2026, with 70,465.844 shares priced at $513.53 used for exercise or tax.

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Rhea-AI Filing Summary

MICROSOFT CORP (MSFT) reported that Chief Executive Officer and director Satya Nadella had 178,622 shares of common stock fully vest on August 31, 2026 from a performance stock award granted in September 2023 for a three-year performance period ending June 30, 2026. On the same date, 70,465.844 shares of common stock were delivered or withheld at $513.53 per share for payment of exercise price or tax liability. The filing also lists indirect holdings in several GRAT entities, including 51,450, 103,985, 116,300, 58,270, and 101,459 Microsoft shares held through separate GRATs.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Nadella Satya

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	178,622	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	70,465.844	$513.53	$36.19M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 573,287.534 shares (Direct); Common Stock — 51,450 shares (Indirect, By GRAT 25-1); Common Stock — 103,985 shares (Indirect, By GRAT 25-2); Common Stock — 116,300 shares (Indirect, By GRAT 26-1); Common Stock — 58,270 shares (Indirect, By GRAT 26-2); Common Stock — 101,459 shares (Indirect, By GRAT 26-3)

Footnotes (1)

F1. Represents full vesting of shares earned under a performance stock award granted in September 2023 under the Microsoft Corporation Executive Incentive Plan for the 3-year performance period that ended on June 30, 2026.

Key Figures

Performance stock award shares vested: 178,622 shares of Common Stock Shares delivered or withheld for exercise price or tax liability: 70,465.844 shares of Common Stock Price per share for code F transaction: $513.53 per share +5 more

8 metrics

Performance stock award shares vested 178,622 shares of Common Stock Full vesting on August 31, 2026 from a performance stock award granted in September 2023

Shares delivered or withheld for exercise price or tax liability 70,465.844 shares of Common Stock Code F transaction on August 31, 2026

Price per share for code F transaction $513.53 per share Payment of exercise price or tax liability via shares on August 31, 2026

Indirect holding by GRAT 25-1 51,450 shares of Common Stock Indirect ownership reported as of August 31, 2026

Indirect holding by GRAT 25-2 103,985 shares of Common Stock Indirect ownership reported as of August 31, 2026

Indirect holding by GRAT 26-1 116,300 shares of Common Stock Indirect ownership reported as of August 31, 2026

Indirect holding by GRAT 26-2 58,270 shares of Common Stock Indirect ownership reported as of August 31, 2026

Indirect holding by GRAT 26-3 101,459 shares of Common Stock Indirect ownership reported as of August 31, 2026

Key Terms

performance stock award, Executive Incentive Plan, GRAT, Payment of exercise price or tax liability by delivering or withholding securities

4 terms

performance stock award financial

"Represents full vesting of shares earned under a performance stock award granted"

Executive Incentive Plan financial

"granted in September 2023 under the Microsoft Corporation Executive Incentive Plan"

GRAT financial

"nature_of_ownership": "By GRAT 25-1""

Payment of exercise price or tax liability by delivering or withholding securities financial

"transaction_code_description": "Payment of exercise price or tax liability by delivering"

FAQ

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

What insider equity award did Satya Nadella report at Microsoft (MSFT)?

Satya Nadella reported full vesting of 178,622 shares of Microsoft common stock on August 31, 2026, earned under a performance stock award granted in September 2023 for a 3-year performance period that ended on June 30, 2026.

What does the code F transaction in Satya Nadella’s MSFT Form 4 represent?

The code F transaction shows 70,465.844 shares of Microsoft common stock delivered or withheld at $513.53 per share on August 31, 2026 for payment of exercise price or tax liability in connection with equity compensation.

Were Satya Nadella’s recent Microsoft (MSFT) transactions made under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not state that the August 31, 2026 transactions were made under a Rule 10b5-1 trading plan.

What indirect Microsoft (MSFT) holdings for Satya Nadella are shown in this Form 4?

Indirect holdings are reported through several GRATs: 51,450 shares by GRAT 25-1, 103,985 by GRAT 25-2, 116,300 by GRAT 26-1, 58,270 by GRAT 26-2, and 101,459 by GRAT 26-3.

What plan governed Satya Nadella’s vested performance shares at Microsoft (MSFT)?

The 178,622 vested shares were earned under a performance stock award granted in September 2023 pursuant to the Microsoft Corporation Executive Incentive Plan for a performance period that ended on June 30, 2026.

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

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Available on EDGAR 09/01/2026 - 06:08 PM EDT Accepted by SEC EDGAR 09/01/2026 - 06:08 PM EDT

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

WASHINGTON

98052-6399

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

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)
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	08/31/2026		A		178,622⁽¹⁾	A	$0	643,753.378	D
Common Stock	08/31/2026		F		70,465.844	D	$513.53	573,287.534	D
Common Stock								51,450	I	By GRAT 25-1
Common Stock								103,985	I	By GRAT 25-2
Common Stock								116,300	I	By GRAT 26-1
Common Stock								58,270	I	By GRAT 26-2
Common Stock								101,459	I	By GRAT 26-3

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 2023 under the Microsoft Corporation Executive Incentive Plan for the 3-year performance period that ended on June 30, 2026.

	Julia Stark, Attorney-in-Fact for Satya Nadella	09/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR