[Form 4] MICROSOFT CORP Insider Trading Activity

Rhea-AI Filing Summary

Bradford L. Smith, Vice Chair and President of Microsoft Corporation, reported receipt of 26,151 shares of Common Stock on 09/15/2025 as a stock award under the company's Executive Incentive Plan. The award was reported at a $0 transaction price, representing a grant rather than an open-market purchase, and increased his total beneficial ownership to 500,096.7633 shares following the grant. The award vests over four years: 25% on August 31, 2026 and then 12.5% every six months thereafter, subject to continued employment. The Form 4 was signed by Julia Stark as attorney-in-fact for Mr. Smith on 09/17/2025.

Positive

• Grant of 26,151 shares under the Executive Incentive Plan increases reported ownership
• Clear time‑based vesting schedule: 25% on Aug 31, 2026, then 12.5% every six months, supporting retention
• Post‑grant beneficial ownership shown (500,096.7633 shares), providing transparency of holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received a time‑based stock award that modestly increases reported holdings and aligns executive compensation with shareholder outcomes.

The 26,151-share grant is recorded at a $0 transaction price because it is a stock award, not a market purchase. The post-grant beneficial ownership figure of 500,096.7633 shares provides a snapshot of Mr. Smith's total holdings after this award. The vesting schedule (25% after ~11 months, then 12.5% semiannually) spreads recognized compensation and retention incentives over four years, which is typical for senior executives and reduces immediate dilution risk. This filing appears routine and consistent with compensation practices rather than signalling a change in corporate strategy or material corporate event.

Corporate Governance Expert

TL;DR: Time‑based vesting award reinforces retention incentives and aligns with standard governance practices for senior officers.

The award's structure—initial 25% vesting followed by semiannual 12.5% installments—ties value delivery to continued service, a common practice to promote long-term alignment. Reporting was completed by an attorney-in-fact, with the Form 4 filed promptly after the transaction date, indicating standard compliance with Section 16 reporting obligations. There is no indication in the filing of accelerated vesting, special performance metrics, or other unusual terms.

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^*

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)
09/15/2025

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		26,151(1)	A	$0	500,096.7633	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 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 Bradford L. Smith	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 Bradford L. Smith report on Form 4 for MSFT?

He reported receiving 26,151 shares of Microsoft common stock as a stock award on 09/15/2025 under the Executive Incentive Plan.

What is the vesting schedule for the awarded MSFT shares?

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

What was the reported price for the transaction on the Form 4?

The transaction price is reported as $0, indicating a stock award grant rather than a purchase.

How many Microsoft shares did Mr. Smith beneficially own after the grant?

He beneficially owned 500,096.7633 shares following the reported transaction.

Who signed the Form 4 on behalf of Bradford L. Smith and when?

Julia Stark, Attorney-in-Fact for Bradford L. Smith, signed the form on 09/17/2025.