Microsoft (MSFT) director Penny Pritzker receives grant of restricted stock units

Rhea-AI Filing Summary

PRITZKER PENNY S reported acquisition or exercise transactions in this Form 4 filing.

Microsoft director Penny S. Pritzker received a compensation-related equity award in the form of restricted stock units. She was granted 31.743 restricted stock units, each representing a contingent right to receive one share of Microsoft common stock. These units are fully vested and accrue dividend equivalents when dividends are paid.

Delivery of the underlying Microsoft shares to Pritzker will occur 30 days after her separation from service on the Board of Directors. Following this award, she directly holds 14,050.154 restricted stock units and also has an indirect holding of 12,000 shares of common stock through a trust.

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).

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^*

PRITZKER PENNY S

(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)
03/12/2026

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								12,000	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	(1)	03/12/2026		A		31.743(2)		(3)	(3)	Common Stock	31.743	$0	14,050.154	D

Explanation of Responses:

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

2. 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.

3. The restricted stock units are fully vested. Delivery of the shares to the reporting person will be made 30 days after the date of the reporting person's separation from service to the Board of Directors.

	Julia Stark, Attorney-in-fact for Penny S. Pritzker	03/13/2026
	** 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 did Microsoft (MSFT) director Penny Pritzker acquire in this Form 4 filing?

Penny Pritzker acquired 31.743 restricted stock units as a compensation-related equity award. Each unit represents a contingent right to receive one share of Microsoft common stock, with the award structured as a non-cash grant at a stated price of zero.

How do the restricted stock units granted to Penny Pritzker at Microsoft (MSFT) work?

Each restricted stock unit equals one future share of Microsoft common stock. The units are fully vested, accrue dividend equivalent rights alongside regular dividends, and the underlying shares will be delivered 30 days after Pritzker leaves the Microsoft Board of Directors.

When will Penny Pritzker receive Microsoft (MSFT) shares from these restricted stock units?

The shares underlying the restricted stock units will be delivered 30 days after Penny Pritzker’s separation from service on Microsoft’s Board. The units are already fully vested, but actual share delivery is deferred until this post-service distribution date.

How many Microsoft (MSFT) restricted stock units does Penny Pritzker hold after this transaction?

After the grant of 31.743 restricted stock units, Penny Pritzker directly holds a total of 14,050.154 restricted stock units. This figure reflects her cumulative direct RSU position as reported, not just the incremental award disclosed in this Form 4 filing.

What other Microsoft (MSFT) holdings related to Penny Pritzker are shown in this Form 4?

In addition to directly held restricted stock units, the Form 4 reports an indirect holding of 12,000 Microsoft common shares by a trust. This entry is categorized as indirect ownership “By Trust,” providing additional context on her overall reported equity exposure.

Do the restricted stock units granted to Penny Pritzker at Microsoft (MSFT) pay dividends?

The restricted stock units themselves do not pay cash dividends, but associated dividend equivalent rights accrue. These rights accumulate when Microsoft pays dividends and become exercisable in proportion to the related restricted stock units as they remain outstanding.