[Form 4] MICROSOFT CORP Insider Trading Activity

Rhea-AI Filing Summary

Microsoft executive Judson Althoff reported an award of 26,151 shares of Common Stock on 09/15/2025, received under the company's Executive Incentive Plan and reported on Form 4. The filing shows Althoff's relationship to the issuer as Executive Vice President, Chief Commercial Officer. After the award, Althoff beneficially owns 145,561.681 shares of Microsoft common stock. 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. The transaction was executed at a price of $0, consistent with a stock award grant rather than an open-market purchase.

Positive

• Time‑based award aligns executive incentives with long‑term shareholder value
• Vesting schedule disclosed clearly: 25% on 08/31/2026, then 12.5% every six months
• Grant increases executive's stake to 145,561.681 shares, indicating continued management ownership

Negative

• None.

Insights

Securities Analyst

TL;DR: A senior Microsoft officer received a time‑based stock award of 26,151 shares that vests over four years; impact is routine and non‑market-moving.

This Form 4 discloses a non‑derivative grant to an executive, typical for incentive compensation. The award increases the reporting person's beneficial ownership to 145,561.681 shares. The zero price confirms a granted award rather than a purchase. The vesting schedule (25% after ~11 months, then 12.5% semiannually) aligns with standard retention-focused equity programs. For investors, this is a governance/compensation disclosure rather than an operational or financial performance signal.

Corporate Governance Expert

TL;DR: Routine insider grant under the Executive Incentive Plan with time-based vesting; materiality to investors is limited.

The form identifies the recipient as an executive officer and documents the grant mechanics and post‑grant beneficial ownership. The vesting terms link continued employment to future ownership, a common practice to align executive incentives with shareholder interests. No disposition or exercise activity is reported. No compliance flags or unusual instruments are present in the filing.

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

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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^*

Althoff Judson

(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 Commercial 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	145,561.681	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 Judson Althoff	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 Judson Althoff report on the 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.

How many Microsoft shares does Judson Althoff own after the reported transaction?

145,561.681 shares beneficially owned following the reported award.

What are the vesting terms of the stock award reported on the Form 4?

25% vests on August 31, 2026, then 12.5% vests every six months thereafter, subject to continued employment.

Was the reported transaction a purchase or a grant?

It was a grant; the price is reported as $0, consistent with a stock award rather than an open‑market purchase.

What is Judson Althoff's role at Microsoft as listed on the filing?

Executive Vice President, Chief Commercial Officer.