Microsoft (MSFT) director John Rainey reports new RSUs and 5,464 shares

Rhea-AI Filing Summary

Rainey John D reported acquisition or exercise transactions in this Form 4 filing.

Microsoft director John D. Rainey reported a small compensation-related equity change. He received 0.328 restricted stock units, each representing a contingent right to one share of Microsoft common stock. These units are fully vested and will be delivered 30 days after his separation from the Board.

Following the reported update, he directly holds 145.579 restricted stock units and 5,464 shares of Microsoft common stock. The filing reflects routine director compensation rather than open-market buying or selling.

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^*

Rainey John D

(Last) (First) (Middle)

C/O MICROSOFT CORPORATION

ONE MICROSOFT WAY

(Street)

REDMOND WA 98052

(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								5,464	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
Restricted Stock Units	(1)	03/12/2026		A		0.328(2)		(3)	(3)	Common Stock	0.328	$0	145.579	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 John David Rainey	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 John D. Rainey report in this Form 4?

John D. Rainey reported a small grant of restricted stock units tied to Microsoft common stock. These units are part of routine director compensation and do not involve open-market buying or selling activity by the director.

How many restricted stock units does John D. Rainey hold after this MSFT filing?

After this filing, John D. Rainey directly holds 145.579 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Microsoft common stock, subject to specified delivery conditions tied to his Board service.

How many Microsoft (MSFT) common shares does John D. Rainey own directly?

John D. Rainey directly owns 5,464 shares of Microsoft common stock after the reported transactions. This position is separate from his restricted stock units, which represent additional contingent rights to receive Microsoft shares in the future.

When will John D. Rainey receive the Microsoft shares underlying these restricted stock units?

The shares underlying the restricted stock units will be delivered 30 days after John D. Rainey’s separation from service on Microsoft’s Board. The units are already fully vested, but delivery of the actual shares is deferred until that separation event.

Do these Microsoft (MSFT) restricted stock units include dividend equivalents?

Yes. Dividend equivalent rights accrue on these restricted stock units when Microsoft pays dividends on its common stock. Those dividend equivalents become exercisable proportionately with the related restricted stock units, enhancing the overall economic value of the award.

Does this MSFT Form 4 show John D. Rainey buying or selling shares in the market?

No. The Form 4 reflects a grant or accrual of restricted stock units as compensation, not an open-market purchase or sale. It records equity-based awards and updated holdings, rather than discretionary trading in Microsoft shares by the director.