10-K – 2026-07-29 – msft-20260630.htm

Income Taxes – Uncertain Tax Positions – Refer to Note 11 to the financial statements
Critical Audit Matter Description
The Company’s long-term income taxes liability includes uncertain tax positions related to transfer pricing issues that remain unresolved with the Internal Revenue Service (“IRS”). The Company remains under IRS audit, or subject to IRS audit, for tax years subsequent to 2003. During fiscal year 2024, the Company received Notices of Proposed Adjustments (“NOPAs”) for the tax years 2004 to 2013, primarily related to intercompany transfer pricing. While the Company has settled a portion of the IRS audits, resolution of the remaining matters could have a material impact on the Company’s financial statements.
Conclusions on recognizing and measuring uncertain tax positions involve significant estimates and management judgment and include complex considerations of the Internal Revenue Code, related regulations, tax case laws, and prior-year audit settlements. Given the complexity and the subjective nature of certain transfer pricing issues that remain unresolved with the IRS, evaluating management’s estimates relating to their determination of uncertain tax positions required a high degree of auditor judgment, including involvement of our tax specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our principal audit procedures to evaluate management’s estimates of uncertain tax positions related to unresolved transfer pricing issues included the following:
• We evaluated management’s methods and assumptions used in the measurement and disclosure of uncertain tax positions, which included testing the effectiveness of the related internal controls.

• We tested the reasonableness of management’s judgments regarding the future resolution of uncertain tax positions, as follows:

o We evaluated whether management had appropriately considered new information that could significantly change the measurement of the uncertain tax positions.

o We evaluated the reasonableness of management’s estimates by considering how changes in tax law, including statutes, regulations, and recent case law, impacted management’s judgments.

• We evaluated the appropriateness of the disclosures in relation to the underlying facts, judgments, and conclusions.

 
/s/ D ELOITTE & T OUCHE LLP
 
Seattle, Washington
July 29, 2026
 
We have served as the Company's auditor since 1983.

88

PART II
Item 9, 9A
 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOU NTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.
REPORT OF MANAGEMENT ON INTERNAL C ONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2026. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Deloitte & Touche LLP has audited our internal control over financial reporting as of June 30, 2026; their report is included in Item 9A.

89

PART II
Item 9A
 

REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Microsoft Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Microsoft Corporation and subsidiaries (the “Company”) as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2026, of the Company and our report dated July 29, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ D ELOITTE & T OUCHE LLP
 
Seattle, Washington
July 29, 2026

90

PART II, III
Item 9B, 9C, 10, 11
 

ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended June 30, 2026, the following Section 16 officers and directors adopted, modified, or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act):
• Amy E. Hood , our Executive Vice President and Chief Financial Officer , adopted a new written 10b5-1 trading plan on June 10, 2026 , during an open trading window. The plan’s maximum duration is until March 5, 2027 . The first trade will not occur until September 14, 2026, at the earliest. The trading plan is intended to permit Ms. Hood to sell (i) up to 48,700 shares of our common stock, (ii) 100% of net vested shares of our common stock pursuant to Restricted Stock Awards that will vest on August 31, 2026, and (iii) 100% of net vested shares of our common stock pursuant to Restricted Stock Awards that will vest on February 28, 2027.

No other officers or directors , as defined in Rule 16a-1(f), adopted, modified , or terminated a “ Rule 10b5-1 trading arrangement ” or a “ non-Rule 10b5-1 trading arrangement, ” as defined in Item 408 of Regulation S-K, during the three months ended June 30, 2026.

ITEM 9C. DISCLOSURE REGARDING FOREIGN J URISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFF ICERS, AND CORPORATE GOVERNANCE
A list of our executive officers and biographical information appears in Part I, Item 1 of this Form 10-K. Information about our directors may be found under the caption “Our Director Nominees” in our Proxy Statement for the Annual Meeting of Shareholders to be held December 8, 2026 (the “Proxy Statement”). Information about our Audit Committee may be found under the caption “Board Committees” in the Proxy Statement. Information about our trading policies and procedures can be found under the caption “Insider Trading Policies and Procedures” in the Proxy Statement. That information is incorporated herein by reference.
We have adopted the Microsoft Finance Code of Professional Conduct (the “finance code of ethics”), a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other finance organization employees. The finance code of ethics is publicly available on our website at https://aka.ms/FinanceCodeProfessionalConduct . If we make any substantive amendments to the finance code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.
We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.
ITEM 11. EXECUTI VE COMPENSATION
The information in the Proxy Statement set forth under the captions “Director Compensation,” “Named Executive Officer Compensation,” “Compensation Committee Report,” and, if required, “Compensation Committee Interlocks and Insider Participation,” is incorporated herein by reference.

91

PART III
Item 12, 13, 14
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWN ERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in the Proxy Statement set forth under the captions “Stock Ownership Information,” “Principal Shareholders,” and “Equity Compensation Plan Information” is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information set forth in the Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Transactions” is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES
Information concerning fees and services provided by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), appears in the Proxy Statement under the headings “Fees Billed by Deloitte & Touche” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor” and is incorporated herein by reference.

92

PART IV
Item 15
 

PART IV
ITEM 15. EXHIBIT AND FINANC IAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules

The financial statements are set forth under Part II, Item 8 of this Form 10-K, as indexed below. Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included.
 

Index to Financial Statements

 

Page

 

 

 

 

 

 

 

 

Income Statements

 

50

 

 

Comprehensive Income Statements

 

51

 

 

Balance Sheets

 

52

 

 

Cash Flows Statements

 

53

 

 

Stockholders’ Equity Statements

 

54

 

 

Notes to Financial Statements

 

55

 

 

Report of Independent Registered Public Accounting Firm

 

86

 
(b) Exhibit Listing

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.1

Amended and Restated Articles of Incorporation of Microsoft Corporation

8-K

 

3.1

12/1/2016

 

 

 

 

 

 

3.2

Bylaws of Microsoft Corporation

 

 

8-K

3.2

7/1/2025

 

 

 

 

 

 

4.1

 

Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee (“Base Indenture”)

 

 

 

S-3ASR

 

 

 

4.1

 

10/29/2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

Form of First Supplemental Indenture for 2.95% Notes due 2014, 4.20% Notes due 2019, and 5.20% Notes due 2039, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Base Indenture

8-K

4.2

5/15/2009

 

 

 

 

 

 

4.3

 

Form of Second Supplemental Indenture for 0.875% Notes due 2013, 1.625% Notes due 2015, 3.00% Notes due 2020, and 4.50% Notes due 2040, dated as of September 27, 2010, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

8-K

 

 

 

4.2

 

9/27/2010

 

93

PART IV
Item 15
 

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4

Third Supplemental Indenture for 2.500% Notes due 2016, 4.000% Notes due 2021, and 5.300% Notes due 2041, dated as of February 8, 2011, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

8-K

4.2

2/8/2011

 

 

 

 

 

 

4.5

Fourth Supplemental Indenture for 0.875% Notes due 2017, 2.125% Notes due 2022, and 3.500% Notes due 2042, dated as of November 7, 2012, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

8-K

4.1

11/7/2012

 

 

 

 

 

 

 

4.6

Fifth Supplemental Indenture for 2.625% Notes due 2033, dated as of May 2, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

8-K

4.1

5/1/2013

 

 

 

 

 

 

4.7

Sixth Supplemental Indenture for 1.000% Notes due 2018, 2.375% Notes due 2023, and 3.750% Notes due 2043, dated as of May 2, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

8-K

4.2

5/1/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

4.8

 

Seventh Supplemental Indenture for 2.125% Notes due 2021 and 3.125% Notes due 2028, dated as of December 6, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

8-K

 

 

 

4.1

 

12/6/2013

 

94

PART IV
Item 15
 

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.9

 

Eighth Supplemental Indenture for 1.625% Notes due 2018, 3.625% Notes due 2023, and 4.875% Notes due 2043, dated as of December 6, 2013, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

8-K

 

 

 

4.2

 

12/6/2013

 

 

 

 

 

 

 

4.10

 

Ninth Supplemental Indenture for 1.850% Notes due 2020, 2.375% Notes due 2022, 2.700% Notes due 2025, 3.500% Notes due 2035, 3.750% Notes due 2045, and 4.000% Notes due 2055, dated as of February 12, 2015, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

8-K

 

 

 

4.1

 

2/12/2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.11

 

Tenth Supplemental Indenture for 1.300% Notes due 2018, 2.000% Notes due 2020, 2.650% Notes due 2022, 3.125% Notes due 2025, 4.200% Notes due 2035, 4.450% Notes due 2045, and 4.750% Notes due 2055, dated as of November 3, 2015, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

8-K

 

 

 

4.1

 

11/3/2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.12

 

Eleventh Supplemental Indenture for 1.100% Notes due 2019, 1.550% Notes due 2021, 2.000% Notes due 2023, 2.400% Notes due 2026, 3.450% Notes due 2036, 3.700% Notes due 2046, and 3.950% Notes due 2056, dated as of August 8, 2016, between Microsoft Corporation and U.S. Bank, National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

8-K

 

 

 

4.1

 

8/5/2016

 

95

PART IV
Item 15
 

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.13

 

Twelfth Supplemental Indenture for 1.850% Notes due 2020, 2.400% Notes due 2022, 2.875% Notes due 2024, 3.300% Notes due 2027, 4.100% Notes due 2037, 4.250% Notes due 2047, and 4.500% Notes due 2057, dated as of February 6, 2017, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

8-K

 

 

 

4.1

 

2/3/2017

 

 

 

 

 

 

 

4.14

 

Thirteenth Supplemental Indenture for 2.525% Notes due 2050 and 2.675% Notes due 2060, dated as of June 1, 2020, between Microsoft Corporation and U.S. Bank National Association, as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

8-K

 

 

 

4.1

 

6/1/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.15

 

Fourteenth Supplemental Indenture for 2.921% Notes due 2052 and 3.041% Notes due 2062, dated as of March 17, 2021, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee, to the Indenture, dated as of May 18, 2009, between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

8-K

 

 

 

4.1

 

3/17/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.16

 

Fifteenth Supplemental Indenture, dated as of November 6, 2023, by and between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

8-K

 

 

 

4.2

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.17

 

Indenture, dated as of September 19, 2016, by and between Activision Blizzard, Inc. and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2026

 

 

 

8-K

 

 

 

4.9

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.18

 

Base Indenture, dated as of May 26, 2017, by and between Activision Blizzard, Inc. and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2027, 1.350% Senior Notes due 2030, 4.500% Senior Notes due 2047 and 2.500% Senior Notes due 2050

 

 

 

8-K

 

 

 

4.10

 

11/6/2023

 

96

PART IV
Item 15
 

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.19

 

First Supplemental Indenture, dated as of May 26, 2017, by and between Activision Blizzard, Inc. and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2027 and 4.500% Senior Notes due 2047

 

 

 

8-K

 

 

 

4.11

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.20

 

Second Supplemental Indenture, dated as of August 10, 2020, by and between Activision Blizzard, Inc. and Wells Fargo Bank, National Association, as Trustee, with respect to Activision Blizzard, Inc.’s 1.350% Senior Notes due 2030 and 2.500% Senior Notes due 2050

 

 

 

8-K

 

 

 

4.12

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.21

 

First Supplemental Indenture, dated as of October 27, 2023, by and between Activision Blizzard, Inc. and Computershare Trust Company, N.A., with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2026

 

 

 

8-K

 

 

 

4.13

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.22

 

Third Supplemental Indenture, dated as of October 27, 2023, by and between Activision Blizzard, Inc. and Computershare Trust Company, N.A., with respect to Activision Blizzard, Inc.’s 3.400% Senior Notes due 2027 and 4.500% Senior Notes due 2047

 

 

 

8-K

 

 

 

4.14

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.23

 

Fourth Supplemental Indenture, dated as of October 27, 2023, by and between Activision Blizzard, Inc. and Computershare Trust Company, N.A., with respect to Activision Blizzard, Inc.’s 1.350% Senior Notes due 2030 and 2.500% Senior Notes due 2050

 

 

 

8-K

 

 

 

4.15

 

11/6/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.24

 

Description of Securities

 

 

 

10-K

 

6/30/2024

 

4.26

 

7/30/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.1*

Microsoft Corporation 2001 Stock Plan

 

10-Q

9/30/2016

10.1

10/20/2016

 

 

 

 

 

 

10.2*

Form of Executive Incentive Plan (Executive Officer SAs) Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan

10-Q

9/30/2016

10.18

10/20/2016

 

 

 

 

 

 

10.3*

 

Form of Executive Incentive Plan Performance Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan

 

 

 

10-Q

 

9/30/2016

 

10.25

 

10/20/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.4*

 

Microsoft Corporation Employee Stock Purchase Plan

 

 

 

DEF14A

 

 

 

Annex A

 

10/14/2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.5*

Microsoft Corporation 2017 Stock Plan

DEF14A

 

Annex C

10/16/2017

 

 

 

 

 

 

10.6*

Form of Stock Award Agreement Under the Microsoft Corporation 2017 Stock Plan

10-Q

3/31/2018

10.26

4/26/2018

 

 

 

 

 

 

10.7*

Form of Performance Stock Award Agreement Under the Microsoft Corporation 2017 Stock Plan

10-Q

3/31/2018

10.27

4/26/2018

97

PART IV
Item 15
 

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8*

Microsoft Corporation 2026 Stock Plan

 

10-Q

 

3/31/2026

 

10.1

 

4/29/2026

 

 

 

 

 

 

10.9*

Form of Stock Award Agreement Under the Microsoft Corporation 2026 Stock Plan

 

 

 

10-Q

 

 3/31/2026

10.2

4/29/2026

 

 

 

 

 

 

 

10.10*

 

Microsoft Corporation Executive Incentive Plan

 

 

 

10-Q

 

 3/30/2026

 

10.3

 

4/29/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.11*

 

Microsoft Corporation Executive Incentive Plan

 

 

 

10-Q

 

9/30/2016

 

10.17

 

10/20/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.12*

 

Microsoft Corporation Deferred Compensation Plan

 

 

 

10-K

 

6/30/2024

 

10.5

 

7/30/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.13*

 

Microsoft Corporation Deferred Compensation Plan for Non-Employee Directors

 

 

 

10-Q

 

3/31/2026

 

10.4

 

4/29/2026

 

 

 

 

 

 

 

 

10.14*

 

Senior Executive Severance Benefit Plan

 

 

 

10-Q

 

9/30/2016

 

10.22

 

10/20/2016

 

 

 

 

 

 

 

10.15

 

Amended and Restated Officers’ Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

10-K

 

6/30/2025

 

10.7

 

7/30/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.16

 

Form of Indemnification Agreement and Amended and Restated Directors’ Indemnification Trust Agreement between Microsoft Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee

 

 

 

10-K

 

6/30/2025

 

10.8

 

7/30/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.17*

 

Offer Letter, dated February 3, 2014, between Microsoft Corporation and Satya Nadella

 

 

 

8-K

 

 

 

10.1

 

2/4/2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.1

 

General Insider Trading Policy

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.2

 

Restricted Trading Window Policy

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.3

 

Insider Trading Compliance and Preclearance Policies for Section 16 Officers and Directors of Microsoft

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21

Subsidiaries of Registrant

X

 

 

 

 

 

 

 

23.1

Consent of Independent Registered Public Accounting Firm

X

 

 

 

 

 

 

 

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.1**

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32.2**

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97.1*

 

Microsoft Corporation Executive Compensation Recovery Policy

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

98

PART IV
Item 15
 

Incorporated by Reference

Exhibit
Number

Exhibit Description

Filed
Herewith

Form

Period
Ending

Exhibit

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover page formatted as Inline XBRL and contained in Exhibit 101

 

X

 

 

 

 

 

 

 

 

 

 
* Indicates a management contract or compensatory plan or arrangement.
** Furnished, not filed.

99

PART IV
Item 16
 

ITEM 16. FORM 10-K SUMMARY
None.

100

 

SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Redmond, State of Washington, on July 29, 2026.
 

M ICROSOFT  C ORPORATION

 

/s/ A LICE  L. J OLLA

Alice L. Jolla

Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer)

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on July 29, 2026.
 

Signature

Title

 

/s/ S ATYA  N ADELLA

Chairman and Chief Executive Officer
(Principal Executive Officer)

Satya Nadella

 

 

/s/ C ARMINE  D I  S IBIO

 

Director

Carmine Di Sibio

 

 

 

/s/ R EID  G. H OFFMAN

 

Director

Reid G. Hoffman

 

 

/s/ H UGH  F. J OHNSTON

Director

Hugh F. Johnston

 

 

/s/ T ERI L. L IST

Director

Teri L. List

 

 

/s/ C ATHERINE  M AC G REGOR

 

Director

Catherine MacGregor

 

 

 

 

/s/ M ARK  A. L. M ASON

 

Director

Mark A. L. Mason

 

 

 

 

/s/ S ANDRA  E. P ETERSON

Lead Independent Director

Sandra E. Peterson

 

 

 

/s/ P ENNY S. P RITZKER

 

Director

Penny S. Pritzker

 

 

 

/s/ J OHN  D AVID  R AINEY

 

Director

John David Rainey

 

 

 

/s/ C HARLES  W. S CHARF

Director

Charles W. Scharf

 

 

/s/ J OHN  W. S TANTON

Director

John W. Stanton

 

 

 

/s/ E MMA  N. W ALMSLEY

 

Director

Emma N. Walmsley

 

 

/s/ A MY  E. H OOD

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Amy E. Hood

 

 

/s/ A LICE  L. J OLLA

Corporate Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Alice L. Jolla

 

 

101