[Form 4] MICROSOFT CORP Insider Trading Activity

Rhea-AI Filing Summary

Kathleen T. Hogan, EVP, Strategy at Microsoft Corporation (MSFT), reported an equity award on Form 4. On 09/15/2025 she was granted 6,513 shares of Common Stock under Microsoft's Executive Incentive Plan at a $0 price. After the grant she beneficially owns 151,381.625 shares. The award vests over four years with 25% vesting on August 31, 2026 and then 12.5% vesting every six months thereafter, subject to continued employment. The Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• Executive alignment: Time-based equity award ties Kathleen Hogan's compensation to long-term shareholder value through a four-year vesting schedule

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant aligns leadership with shareholders but appears immaterial to MSFT's capitalization.

The filing documents a non-cash equity award of 6,513 shares to an executive under the company's Executive Incentive Plan. Such grants are common compensation mechanisms designed to align executive incentives with shareholder value. The grant vests over four years and carries no exercise cost, indicating restricted stock or similar time-based award. The reported post-transaction beneficial ownership is 151,381.625 shares providing context on the executive's ownership stake but no indication this is a material issuance relative to Microsoft's outstanding shares.

Corporate Governance Expert

TL;DR: Standard disclosure of officer award with typical time-based vesting; disclosure meets Section 16 requirements.

The Form 4 identifies the reporting person as an officer (EVP, Strategy) and discloses the grant date, amount, price, and vesting schedule. The award's time-based vesting schedule is explicit: initial 25% cliff then 12.5% semiannual vesting, contingent on continued employment. The filing was signed by an attorney-in-fact and dated within two days of the transaction, consistent with timely Section 16 reporting practices.

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
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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).

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)
09/15/2025

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	09/15/2025		A		6,513(1)	A	$0	151,381.625	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:

1. Represents Stock Award under the Executive Incentive Plan that will vest over four years with 25% vesting on August 31, 2026, and then 12.5% vesting each six months thereafter, subject to continued employment.

	Julia Stark, Attorney-in-Fact for Kathleen T. Hogan	09/17/2025
	** 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 transaction did Kathleen T. Hogan report on Form 4 for MSFT?

She reported a grant of 6,513 shares of Microsoft common stock on 09/15/2025 under the Executive Incentive Plan.

What is the vesting schedule for the 6,513-share award?

The award vests over four years with 25% vesting on August 31, 2026 and then 12.5% vesting every six months thereafter, subject to continued employment.

At what price were the shares granted?

The shares were reported at a $0 price, indicating a non-cash stock award.

How many shares does Kathleen Hogan beneficially own after the grant?

The Form 4 reports 151,381.625 shares beneficially owned following the transaction.

What role does Kathleen T. Hogan hold at Microsoft according to the filing?

The filing lists her as an Officer with the title EVP, Strategy.