Form 4: Microsoft Director Teri List Reports Stock Awards

Microsoft Director Teri List reported the acquisition of 125 shares of common stock and 37.916 fully vested Restricted Stock Units.

Summary

• Teri List, a Director at Microsoft Corporation, reported transactions involving Microsoft common stock and Restricted Stock Units (RSUs).
• On September 10, 2025, Ms. List acquired 125 shares of common stock as a fully vested stock award.
• On September 11, 2025, Ms. List acquired 37.916 Restricted Stock Units, which are fully vested and represent a contingent right to receive one share of common stock each.
• Delivery of shares from the RSUs will occur 30 days after Ms. List's separation from service to the Board of Directors.
• Dividend equivalent rights accrue on the RSUs when dividends are paid on Microsoft common stock.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.
• Following these transactions, Ms. List directly owns 257 shares of common stock and indirectly owns 2,415 shares via a trust. She also directly owns 22,925.687 derivative securities (RSUs).

Sentiment

Score: 7

Explanation: The filing reports routine compensation for a director, indicating continued alignment of interests through stock awards and RSUs. It's a neutral to slightly positive event as it shows ongoing executive compensation and retention.

Positives

• Director Teri List received a stock award of 125 common shares, which were fully vested on the grant date.
• Ms. List also received 37.916 Restricted Stock Units (RSUs) which are fully vested, indicating a commitment to long-term incentives.
• The RSUs include dividend equivalent rights, allowing Ms. List to benefit from future dividends.

Future Outlook

Delivery of shares related to the Restricted Stock Units will be made 30 days after Teri List's separation from service to the Board of Directors.

Industry Context

This filing reflects routine insider transaction reporting for executive compensation, common across large technology companies like Microsoft, where stock awards and RSUs are standard components of director and executive remuneration packages to align interests with shareholders.

Comparison to Industry Standards

• The use of fully vested stock awards and Restricted Stock Units with dividend equivalent rights is a common practice in executive compensation packages for directors at major technology companies, comparable to practices at Apple, Google (Alphabet), and Amazon, aiming to incentivize long-term commitment and align director interests with shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of stock awards and RSUs by a director aligns her interests with shareholders, potentially fostering long-term value creation.
• Management: The updated Power of Attorney streamlines compliance for the reporting person.

Next Steps

• Delivery of shares from the Restricted Stock Units will occur 30 days after Teri List's separation from service to the Board of Directors.
• The newly established Power of Attorney will be used for future Form 4 and Form 5 filings related to Microsoft securities transactions for Teri L. List.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to director compensation, specifically stock awards and Restricted Stock Units. These are standard components of executive remuneration and do not indicate any material change in the company's operational performance or strategic direction. While the acquisition of shares by a director is generally a positive signal of alignment, the nature of these transactions as compensation grants, rather than open market purchases, suggests a neutral impact on the investment thesis. Therefore, a 'hold' recommendation is appropriate as the filing does not present new information warranting a change in investment stance.

Keywords

Microsoft, MSFT, Teri List, Director, SEC Form 4, Stock Award, Restricted Stock Units, RSU, Insider Trading, Beneficial Ownership, Corporate Governance, Executive Compensation