Microsoft (MSFT) Form 4: 26,151-Share Award to CFO Amy Hood

Rhea-AI Filing Summary

Microsoft Corp (MSFT) insider transaction summary: Chief Financial Officer Amy E. Hood was granted 26,151 shares of Common Stock on 09/15/2025 as a stock award under the company's Executive Incentive Plan. The award has a $0 purchase price and increases her reported beneficial ownership to 567,566.964 shares. The award vests over four years, with 25% vesting on August 31, 2026 and subsequent 12.5% vesting every six months thereafter, and is subject to continued employment. The Form 4 was signed by an attorney-in-fact on 09/17/2025. No derivative transactions or cash purchases are reported in this filing.

Positive

• Grant of 26,151 shares to the CFO increases her alignment with shareholders
• Award has $0 price, indicating a compensation grant rather than a purchase
• Clear vesting schedule disclosed: 25% on 08/31/2026 and 12.5% every six months thereafter

Negative

• Vesting is contingent on continued employment, so shares are not immediately transferable or guaranteed

Insights

Securities Analyst

TL;DR: A routine, time-based equity grant to MSFT's CFO increases her holdings; vesting is performance-neutral and conditioned on continued employment.

The disclosed transaction is a standard non-cash retention award of 26,151 shares granted under the Executive Incentive Plan and reported on 09/15/2025. The grant carries no exercise price and vests on a predetermined schedule beginning 08/31/2026. From an investor-impact perspective this is not an immediate dilution event and signals management retention rather than a cash-compensatory action. The filing does not disclose any derivative instruments, accelerated vesting, or sales.

Corporate Governance Expert

TL;DR: Governance-wise, this is a standard executive award with clear vesting cadence and no unusual terms disclosed.

The Form 4 shows transparent disclosure of the award size, vesting timetable, and condition of continued employment. The reported beneficial ownership after the grant is 567,566.964 shares, and the award is described as a Stock Award under the Executive Incentive Plan. There is no indication of special acceleration, related-party transactions, or deviations from plan terms in the document provided.

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^*

Hood 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 Financial Officer

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	567,566.964	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 E. Hood	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 E. Hood report on Form 4 for MSFT?

She was granted 26,151 shares of Common Stock on 09/15/2025 under the Executive Incentive Plan, increasing her beneficial ownership to 567,566.964 shares.

What is the vesting schedule for the awarded shares?

25% vests on August 31, 2026, then 12.5% vests every six months thereafter, over a four-year period, subject to continued employment.

Was there a purchase price for the awarded shares?

No purchase price is reported; the price is listed as $0, indicating a stock award rather than a cash buy.

Did the Form 4 report any option exercises or derivative transactions?

No derivative securities or option exercises are listed in the provided filing.

When was the Form 4 signed and filed?

Signed by Julia Stark, Attorney-in-Fact for Amy E. Hood on 09/17/2025 and the transaction date is 09/15/2025.