Microsoft (NASDAQ: MSFT) director details RSU dividends and stock ownership

Rhea-AI Filing Summary

A Microsoft Corporation director reported receiving 3.07 restricted stock units on 12/11/2025, credited as dividend equivalents when dividends were paid on Microsoft common stock. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock at a stated price of $0.

Following this transaction, the director beneficially owned 7,750 Microsoft shares directly, 68 shares indirectly through a trust, and 1,634.308 restricted stock units directly. The restricted stock units are fully vested, and the underlying shares will be delivered in five equal annual installments beginning 30 days after the director separates from service on the Board of Directors.

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

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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).

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^*

Johnston Hugh F

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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								7,750	D
Common Stock								68(1)	I	By trust

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
Restricted Stock Units	(2)	12/11/2025		A		3.07(3)		(4)	(4)	Common Stock	3.07	$0	1,634.308	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock.

3. Dividend equivalent rights accrue when and as dividends are paid on the Company's common stock and become exercisable proportionately with the restricted stock units to which they relate.

4. The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made in 5 equal annual installments commencing 30 days after the date of the reporting person's separation from service to the Board of Directors.

	Julia Stark, Attorney-in-fact for Hugh F. Johnston	12/12/2025
	** 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 insider transaction did Microsoft (MSFT) report in this Form 4?

This Form 4 shows a Microsoft director receiving 3.07 restricted stock units on 12/11/2025, credited as dividend equivalents tied to existing restricted stock units at a stated price of $0.

How many Microsoft shares and RSUs does the director hold after this Form 4?

After the reported transaction, the director beneficially owned 7,750 Microsoft common shares directly, 68 shares indirectly through a trust, and 1,634.308 restricted stock units directly.

What do the restricted stock units in this Microsoft (MSFT) filing represent?

Each restricted stock unit reported in this filing represents a contingent right to receive one share of Microsoft common stock, as described in the footnotes.

When will the Microsoft RSU shares reported here be delivered?

The filing states that the restricted stock units are fully vested and that the underlying shares will be delivered in five equal annual installments, starting 30 days after the director’s separation from service on the Board of Directors.

What is the reporting person’s relationship to Microsoft in this Form 4?

The form identifies the reporting person’s relationship to Microsoft as a Director, and the box indicating that the form is filed by one reporting person is checked.

How are dividend equivalent rights described in this Microsoft (MSFT) Form 4?

The filing explains that dividend equivalent rights accrue when and as dividends are paid on Microsoft’s common stock and become exercisable proportionately with the related restricted stock units.