[Form 4] MICROSOFT CORP Insider Trading Activity

Rhea-AI Filing Summary

Amy Coleman, EVP and Chief Human Resources Officer of Microsoft Corporation, received a stock award of 4,022 shares on 09/15/2025 as reported on Form 4. The award was granted at a $0 price under Microsoft’s Executive Incentive Plan and increases her total beneficial ownership to 45,923.6373 shares.

The award vests over four years: 25% vests on August 31, 2026 and then 12.5% every six months thereafter, subject to continued employment. The filing was signed by Julia Stark, Attorney-in-Fact, on 09/17/2025.

Positive

• Insider ownership increased to 45,923.6373 shares following the award
• Clear, time-based vesting schedule (25% on 08/31/2026 then 12.5% semiannually) aligns retention incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant increases insider ownership modestly and follows a standard multi-year vesting schedule.

The report documents a non-cash stock award of 4,022 shares to the EVP, bringing total beneficial ownership to 45,923.6373 shares. The grant price is listed as $0 because this is a restricted stock award under the Executive Incentive Plan, not a market purchase. The vesting schedule—25% after roughly one year and 12.5% semiannually thereafter—aligns executive incentives with multi-year retention and performance objectives. This disclosure is standard for senior executives and is not, by itself, materially dilutive given the company’s scale.

Corporate Governance Expert

TL;DR: The filing shows standard governance practice: equity-based compensation with time-based vesting and required Section 16 reporting.

The Form 4 cleanly discloses an equity award and vesting timetable, fulfilling Section 16 disclosure obligations. The use of an Attorney-in-Fact to sign the filing is acceptable administrative practice. There are no indicia in this filing of unusual acceleration, repricing, or transfer; the transaction appears routine and compliant with disclosure requirements.

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).

1. Name and Address of Reporting Person^*

Coleman Amy

(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)
	EVP, Chief Human Resources Off

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A		4,022(1)	A	$0	45,923.6373	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 Stock Award under the Executive Incentive Plan that will vest over four years with 25% vesting on August 31, 2026, and then 12.5% vesting each six months thereafter, subject to continued employment.

	Julia Stark, Attorney-in-Fact for Amy Coleman	09/17/2025
	** 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.

FAQ

What did Amy Coleman report in the MSFT Form 4 filing?

The filing reports a stock award of 4,022 shares received on 09/15/2025 under Microsoft’s Executive Incentive Plan.

How many Microsoft (MSFT) shares does Amy Coleman beneficially own after this transaction?

She beneficially owns 45,923.6373 shares following the reported transaction.

What is the vesting schedule for the MSFT stock award to Amy Coleman?

The award vests over four years: 25% vests on August 31, 2026, then 12.5% every six months thereafter, subject to continued employment.

Was any cash paid for the MSFT shares reported on the Form 4?

No cash was paid; the price is listed as $0, indicating a restricted stock award under the Executive Incentive Plan.

When was the Form 4 for MSFT signed and who signed it?

The Form 4 was signed by Julia Stark, Attorney-in-Fact on 09/17/2025.