Microsoft (MSFT) EVP Kathleen Hogan reports tax-withholding share disposition

Rhea-AI Filing Summary

Microsoft executive Kathleen T. Hogan reported a tax-related share disposition. On the reported date, she transferred 977.658 shares of Microsoft common stock at a price of $392.74 per share to cover tax withholding obligations, a non-open-market transaction. After this, she directly owned 150,253.967 Microsoft shares.

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).

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^*

Hogan Kathleen T

(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, Strategy

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		977.658	D	$392.74	150,253.967	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:

	Julia Stark, Attorney-in-Fact for Kathleen T. Hogan	03/03/2026
	** 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 insider transaction did Microsoft (MSFT) report for Kathleen Hogan?

Microsoft reported that executive Kathleen T. Hogan disposed of 977.658 common shares. The transaction was coded “F,” meaning shares were withheld to satisfy tax obligations, not sold in the open market, and was reported as a tax-withholding disposition.

Was Kathleen Hogan’s Microsoft (MSFT) Form 4 transaction a stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market stock sale. Code “F” indicates shares were delivered to cover tax liability, while transaction flags confirm it was not classified as a traditional buy or sell trade.

How many Microsoft (MSFT) shares did Kathleen Hogan dispose of for taxes?

Kathleen Hogan disposed of 977.658 Microsoft common shares. The shares were valued at $392.74 each for the transaction, and the filing identifies this as a payment of tax liability by delivering securities rather than a discretionary market sale.

How many Microsoft (MSFT) shares does Kathleen Hogan own after this Form 4?

After the tax-withholding disposition, Kathleen Hogan directly owned 150,253.967 Microsoft common shares. The Form 4 lists this as the total number of shares beneficially owned following the reported transaction, reflecting her remaining direct equity stake in the company.

What does transaction code “F” mean on the Microsoft (MSFT) Form 4?

Transaction code “F” means shares were used to pay an exercise price or tax liability. In this Microsoft filing, the code is described as a “payment of exercise price or tax liability by delivering securities,” clarifying it was a tax-withholding disposition, not an open-market trade.

Is Kathleen Hogan’s Microsoft (MSFT) Form 4 transaction considered direct ownership?

Yes, the Form 4 shows the transaction and resulting holdings as direct ownership. The ownership code and direct_or_indirect fields both indicate “D,” meaning the reported Microsoft common shares are held directly rather than through an indirect entity or related account.