Form 4: Microsoft Director Sandra Peterson Reports Common Stock Disposition and RSU Vesting

Microsoft Director Sandra E. Peterson reported the disposition of 5,400 shares of common stock and the vesting of 244.203 restricted stock units, effective June 10, 2025, as detailed in a recent SEC Form 4 filing.

Summary

• Sandra E. Peterson, a Director at Microsoft Corporation, filed a Form 4 reporting changes in her beneficial ownership.
• On June 10, 2025, Ms. Peterson disposed of 5,400 shares of Microsoft Common Stock directly. The specific reason for this disposition (e.g., sale, gift, tax withholding) is not detailed in the filing.
• On the same date, 244.203 Restricted Stock Units (RSUs) vested. These RSUs represent a contingent right to receive an equal number of Microsoft common shares, acquired at a price of $0.
• The shares from these vested RSUs are fully vested but will be delivered to Ms. Peterson 30 days after her separation from service to the Board of Directors.
• Following these transactions, Ms. Peterson beneficially owns 24,968.003 Restricted Stock Units directly. The filing does not specify her total beneficial ownership of common stock after the disposition.
• An accompanying Power of Attorney, dated September 16, 2024, authorizes specific individuals, including Julia Stark, to execute and file Form 4 and Form 5 on behalf of Ms. Peterson.

Sentiment

Score: 4

Explanation: The document reports a director's disposition of 5,400 shares of common stock, which is a reduction in direct holdings. While 244.203 Restricted Stock Units (RSUs) vested, the actual shares will only be delivered upon separation from service, meaning they do not immediately offset the common stock disposition. The overall sentiment is slightly negative due to the net reduction in immediately available common stock holdings, although such transactions can be routine for personal financial planning or tax purposes.

Positives

• Vesting of 244.203 Restricted Stock Units (RSUs) at a price of $0, indicating equity compensation becoming exercisable, although the shares are not yet delivered.

Negatives

• Disposition of 5,400 shares of Microsoft Common Stock. Without a stated price or reason, this represents a reduction in direct common stock holdings by a director.

Future Outlook

The document indicates that the delivery of shares from the vested Restricted Stock Units will occur 30 days after Sandra E. Peterson's separation from service to the Board of Directors, suggesting a future event tied to her tenure.

Industry Context

This filing is a routine disclosure of insider stock transactions for a director of a major technology company, Microsoft. Such transactions are common for executives and directors as part of their compensation plans or personal financial management. The vesting of RSUs is a standard component of executive compensation in the tech industry, aligning management interests with shareholder value.

Comparison to Industry Standards

• The vesting of Restricted Stock Units (RSUs) and subsequent disposition of common stock are standard practices for executive compensation and tax management within the technology sector.
• Companies like Apple (AAPL), Google (GOOGL), and Amazon (AMZN) frequently use RSUs as a key component of their compensation packages for directors and executives, with similar vesting schedules and reporting requirements.
• The disposition of shares could be for tax withholding purposes (sell-to-cover), a common practice when RSUs vest, or for personal financial planning, aligning with typical insider activity observed across large-cap tech firms.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides transparency into director stock ownership and compensation, which is a standard governance practice. The disposition of shares is a minor change in the context of Microsoft's overall outstanding shares.

Next Steps

• Delivery of shares from vested RSUs to Sandra E. Peterson 30 days after her separation from service to the Board of Directors.

Key Dates

Recommendation

Keywords

Microsoft, MSFT, Sandra E. Peterson, SEC Form 4, Insider Trading, Stock Ownership, Restricted Stock Units, RSU Vesting, Director Compensation, Equity Compensation, Power of Attorney