Microsoft (MSFT) executive logs tax-withholding share disposition on Form 4

Rhea-AI Filing Summary

Microsoft executive Judson Althoff reported a tax-related share disposition. On March 2, he disposed of 3,401.247 shares of Microsoft common stock at $392.74 per share through a transaction classified as a tax-withholding disposition, which is used to pay exercise price or tax liabilities on equity awards. After this administrative transaction, he directly owned 125,947.434 Microsoft shares.

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^*

Althoff Judson

(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)
	CEO, Commercial

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F		3,401.247	D	$392.74	125,947.434	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:

	Julia Stark, Attorney-in-Fact for Judson Althoff	03/03/2026
	** 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 Microsoft (MSFT) executive Judson Althoff report?

Judson Althoff reported a tax-withholding disposition of 3,401.247 Microsoft common shares. The shares were disposed of at $392.74 per share to cover exercise price or tax liabilities related to equity compensation, rather than an open-market sale.

Was the Microsoft (MSFT) Form 4 transaction a regular stock sale?

No, the Form 4 shows a tax-withholding disposition coded “F,” not a standard open-market sale. The shares were delivered to satisfy exercise price or tax liabilities tied to an equity award, according to the transaction code description.

How many Microsoft (MSFT) shares does Judson Althoff own after this Form 4?

After the reported tax-withholding disposition, Judson Althoff directly owns 125,947.434 Microsoft common shares. This figure reflects his remaining direct holdings following the 3,401.247-share administrative disposition on March 2, as shown in the filing data.

What does transaction code “F” mean in the Microsoft (MSFT) Form 4?

Transaction code “F” on the Microsoft Form 4 indicates payment of an exercise price or tax liability by delivering securities. In this case, 3,401.247 shares were disposed of to satisfy obligations tied to an equity award, rather than through a discretionary market trade.

Did the Microsoft (MSFT) Form 4 show direct or indirect ownership for this transaction?

The Form 4 lists the transaction as directly owned, marked with ownership code “D.” There is no separate nature-of-ownership entity described, so the 125,947.434 shares following the transaction are reported as directly held by Judson Althoff.