Microsoft (MSFT) director Johnston reports grant of 244 new RSUs

Rhea-AI Filing Summary

Microsoft director Hugh F. Johnston reported an equity award of 244.021 restricted stock units (RSUs) on Microsoft common stock. The RSUs were granted at a price of $0 and increase his directly held RSU balance to 1,878.329 units.

Each RSU represents a contingent right to receive one Microsoft share. The RSUs are fully vested, but the related shares will be delivered in five equal annual installments starting 30 days after Johnston separates from service on the Board. He also directly holds 7,750 Microsoft common shares, and an additional 68 shares are held indirectly by a trust, for which he disclaims 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

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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)
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								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)	01/30/2026		A		244.021		(3)	(3)	Common Stock	244.021	$0	1,878.329	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. 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	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.
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FAQ

What insider transaction did Microsoft (MSFT) director Hugh F. Johnston report?

Hugh F. Johnston reported an award of 244.021 restricted stock units in Microsoft common stock. These RSUs were granted at a price of $0 and increase his directly held RSU balance to 1,878.329 units, according to the Form 4 filing.

How many Microsoft (MSFT) restricted stock units does Hugh F. Johnston now hold?

After the latest grant, Hugh F. Johnston directly holds 1,878.329 restricted stock units tied to Microsoft common stock. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock, subject to the stated delivery schedule.

When will Hugh F. Johnston receive shares from his Microsoft (MSFT) RSUs?

The RSUs are fully vested, but shares will be delivered in five equal annual installments. Delivery starts 30 days after the date of Hugh F. Johnston’s separation from service on Microsoft’s Board of Directors, spreading the share distribution over multiple years.

How many Microsoft (MSFT) common shares does Hugh F. Johnston own directly and indirectly?

Hugh F. Johnston directly holds 7,750 Microsoft common shares. An additional 68 Microsoft shares are held indirectly by a trust. The filing states he disclaims beneficial ownership of the trust-held shares for Section 16 and other purposes.

What does the Form 4 say about beneficial ownership of Microsoft (MSFT) shares held by a trust?

The filing notes that 68 Microsoft common shares are held indirectly by a trust. It further states that the reporting person disclaims beneficial ownership of these securities, and the report is not an admission of beneficial ownership for any purpose.

What does each Microsoft (MSFT) restricted stock unit granted to Hugh F. Johnston represent?

Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock. Although the RSUs reported are fully vested, the actual delivery of the underlying shares follows a defined schedule tied to Johnston’s separation from Microsoft’s Board.