Penny Pritzker receives 232 RSUs at Microsoft (NASDAQ: MSFT) board director

Rhea-AI Filing Summary

Microsoft director Penny S. Pritzker reported a grant of 232.401 restricted stock units (RSUs) on Microsoft common stock. These RSUs are fully vested and will be delivered 30 days after her separation from service on the Board of Directors.

Following this transaction, she beneficially owns 14,018.411 RSUs directly. Separately, 12,000 shares of Microsoft common stock are reported as held indirectly through a trust, reflecting her indirect beneficial ownership.

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^*

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)
01/30/2026

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)	01/30/2026		A		232.401		(2)	(2)	Common Stock	232.401	$0	14,018.411	D

Explanation of Responses:

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

2. 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	02/03/2026
	** 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 MSFT director Penny Pritzker report?

Penny S. Pritzker reported receiving 232.401 Microsoft restricted stock units (RSUs). These derivative securities relate to Microsoft common stock, are fully vested, and increase her directly held RSU balance to 14,018.411 units as disclosed in the Form 4 filing.

Are Penny Pritzker’s new Microsoft RSUs vested or subject to vesting?

The 232.401 restricted stock units reported by Penny Pritzker are fully vested. According to the disclosure, each RSU represents a contingent right to receive one Microsoft common share, with delivery scheduled after she separates from service on Microsoft’s Board of Directors.

When will Penny Pritzker receive the Microsoft shares underlying these RSUs?

The Microsoft shares underlying Penny Pritzker’s RSUs will be delivered 30 days after she separates from the Board. The filing states that delivery of the common stock occurs 30 days after the date her Board service ends.

How many Microsoft RSUs does Penny Pritzker hold after this transaction?

After the reported RSU grant, Penny Pritzker beneficially owns 14,018.411 restricted stock units. All these RSUs relate to Microsoft common stock and are reported as directly owned derivative securities in the Form 4 filing.

What Microsoft common stock holdings are reported for Penny Pritzker by trust?

The filing shows 12,000 Microsoft common shares held indirectly by a trust. These shares are listed in the non-derivative holdings table as indirectly owned, with the nature of beneficial ownership described as "By Trust".

What does each Microsoft restricted stock unit represent in this Form 4?

Each Microsoft restricted stock unit represents a contingent right to receive one common share. The explanation of responses clarifies that every RSU reported for Penny Pritzker corresponds to one share of Microsoft common stock upon settlement.