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Microsoft CMO Numoto vests 12,684-share award

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Microsoft Corp (MSFT) reported that officer Takeshi Numoto, EVP and Chief Marketing Officer, had equity-related transactions in company common stock. On August 31, 2026, 12,684 shares fully vested from a performance stock award granted in September 2023 under the Microsoft Corporation Executive Incentive Plan for a 3-year performance period that ended on June 30, 2026. On the same date, 7,518.208 shares of common stock were delivered or withheld to cover payment of exercise price or tax liability at a reported price of $513.53 per share. All transactions involved directly held, non-derivative common stock.

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Insider Numoto Takeshi
Role EVP, Chief Marketing Officer
Type Security Shares Price Value
Grant/Award Common Stock F1 12,684 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 7,518.208 $513.53 $3.86M
Holdings After Transaction: Common Stock — 47,843.2403 shares (Direct)
Footnotes (1)
  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.
Shares vested from performance stock award 12,684 shares Full vesting under a performance stock award on August 31, 2026
Shares delivered or withheld for exercise price or tax liability 7,518.208 shares Code F disposition on August 31, 2026
Code F transaction price per share $513.53 per share Price applied to 7,518.208 shares for payment of exercise price or tax liability
Performance period length 3 years Performance stock award period ending June 30, 2026
Exercise-price-or-tax-liability shares count 7,518.208 shares Total shares in code F transactions per transactionSummary
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"
payment of exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

What insider transactions did MSFT executive Takeshi Numoto report on August 31, 2026?

On August 31, 2026, MSFT EVP and CMO Takeshi Numoto reported full vesting of 12,684 shares from a performance stock award and a separate disposition of 7,518.208 shares delivered or withheld to pay exercise price or tax liability at $513.53 per share.

What is the nature of the 12,684 MSFT shares acquired by Takeshi Numoto?

The 12,684 MSFT shares represent full vesting of shares earned under a performance stock award granted in September 2023 under the Microsoft Corporation Executive Incentive Plan for a 3-year performance period that ended on June 30, 2026.

Why were 7,518.208 MSFT shares disposed of in Takeshi Numoto’s Form 4?

The 7,518.208 MSFT shares were reported under code F, meaning they were delivered or withheld for payment of exercise price or tax liability. The reported transaction price was $513.53 per share, and the shares were directly held, non-derivative common stock.

Were Takeshi Numoto’s MSFT transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative (aff_10b5_one is false), and the footnotes do not state that the transactions were made under a Rule 10b5-1 trading plan.

Does the Form 4 for MSFT disclose any derivative security exercises by Takeshi Numoto?

No derivative security exercises are disclosed. The Form 4 shows only non-derivative common stock transactions: a grant/award acquisition of 12,684 shares and a code F disposition of 7,518.208 shares for payment of exercise price or tax liability.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Numoto Takeshi

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Marketing 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/31/2026A12,684(1)A$055,361.4483D
Common Stock08/31/2026F7,518.208D$513.5347,843.2403D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 Takeshi Numoto09/01/2026
** Signature of Reporting PersonDate
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)