MICROSOFT CORP

We report our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

Total company headcount declined year-over-year.

Search advertising (formerly Search and news advertising), comprising Bing, Copilot, Microsoft News, Microsoft Edge, and third-party affiliates.

Azure and other cloud services revenue increased 40%.

Microsoft Cloud revenue increased 29% to $54.5 billion.

Gaming revenue decreased $380 million or 7% driven by declines in Xbox content and services and Xbox hardware.

Windows OEM and Devices revenue decreased 2% driven by a decline in Devices, offset in part by growth in Windows OEM as OEM partners continue to build inventory due to increasing memory pricing.

Xbox hardware revenue decreased 33% driven by lower volume of consoles sold.

More Personal Computing Revenue decreased $401 million or 3%.

Productivity and Business Processes Revenue increased $4.7 billion or 16%.

Intelligent Cloud Revenue increased $7.4 billion or 29%.

Microsoft Corporation Washington 001-37845 91-1144442

Common stock, $0.00000625 par value per share MSFT Nasdaq 3.125% Notes due 2028 MSFT Nasdaq 2.625% Notes due 2033 MSFT Nasdaq

Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

Microsoft Cloud gross margin percentage decreased to 67% driven by continued investments in AI infrastructure and growing AI product usage, offset in part by efficiency gains in Azure and Microsoft 365 Commercial cloud.

Azure and other cloud services revenue increased 39%.

Xbox content and services revenue decreased 5%.

LinkedIn revenue increased 11%.

Microsoft 365 Commercial cloud revenue increased 17%.

Dynamics 365 revenue increased 19%.

Windows OEM and Devices revenue increased 1%.

Search and news advertising revenue excluding traffic acquisition costs increased 10%.

Microsoft Cloud revenue increased 26% to $51.5 billion.

We report our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

Azure and other cloud services revenue grew 40% driven by demand for our portfolio of services with continued growth across all workloads.

Search and news advertising revenue increased $472 million or 15%. Search and news advertising revenue excluding traffic acquisition costs increased 16% driven by higher search volume and continued benefit from third-party partnerships.

Microsoft 365 Commercial cloud revenue grew 17% with growth in revenue per user driven by Microsoft 365 E5 and Microsoft 365 Copilot, as well as benefit from in-period revenue recognition.

Our Microsoft Cloud revenue, which includes Microsoft 365 Commercial cloud, Azure and other cloud services, the commercial portion of LinkedIn, and Dynamics 365, was $49.1 billion and $38.9 billion for the three months ended September 30, 2025 and 2024, respectively.

Gaming revenue decreased $113 million or 2% driven by a decline in Xbox hardware, offset in part by growth in Xbox content and services. Xbox hardware revenue decreased 29% driven by lower volume of consoles sold.

Microsoft Corporation (Name of Registrant as Specified In Its Charter)

We operate our business and report our financial performance using three segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly.

We face intense competition across all markets for our products and services, which could adversely affect our results of operations.

Competitors to Office include software and global application vendors, web-based and mobile application companies, AI-first application companies, as well as local application developers.

As of June 30, 2025, we employed approximately 228,000 people on a full-time basis, 125,000 in the U.S. and 103,000 internationally.

We also design and sell devices, including PCs, tablets, gaming and entertainment consoles, other intelligent devices, and related accessories.

Our products include operating systems, cross-device productivity and collaboration applications, server applications, business solution applications, desktop and server management tools, software development tools, and video games.

During the periods presented, we reported our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

Our Productivity and Business Processes segment consists of products and services in our portfolio of productivity, communication, and information services, spanning a variety of devices and platforms.

Our Intelligent Cloud segment consists of our public, private, and hybrid server products and cloud services that can power modern business and developers.

Our More Personal Computing segment consists of products and services that put customers at the center of the experience with our technology.

In August 2024, we announced changes to the composition of our segments. These changes align our segments with how we currently manage our business, most notably bringing the commercial components of Microsoft 365 together in the Productivity and Business Processes segment.

Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

Microsoft Cloud revenue increased 20% to $42.4 billion.

Microsoft 365 Consumer cloud revenue grew 10% driven by Microsoft 365 Consumer subscriber growth of 9% to 87.7 million, as well as growth in revenue per user from the price increase announced in January 2025, offset in part by continued mix shift to Microsoft 365 Basic.

Azure and other cloud services revenue grew 33% driven by demand for our portfolio of services, including 16 points from our AI services.

Xbox content and services revenue increased 8% driven by growth in Xbox Game Pass, Call of Duty, and Minecraft. Xbox hardware revenue decreased 6%.

Search and news advertising revenue excluding traffic acquisition costs increased 21% driven by higher revenue per search and higher search volume.

Activision Blizzard is reported as part of our More Personal Computing segment.

In August 2024, we announced changes to the composition of our segments. These changes align our segments with how we currently manage our business, most notably bringing the commercial components of Microsoft 365 together in the Productivity and Business Processes segment. Beginning in fiscal year 2025, the information that our chief operating decision maker is regularly provided and reviews for purposes of allocating resources and assessing performance reflects these segment changes. Prior period segment information has been recast to conform to the way we internally manage and monitor our business during fiscal year 2025.

Search and news advertising revenue excluding traffic acquisition costs increased 21% driven by higher search volume and higher revenue per search.

Microsoft 365 Consumer cloud revenue grew 8% driven by Microsoft 365 Consumer subscriber growth of 10% to 86.3 million with mix shift to Microsoft 365 Basic.

Dynamics 365 revenue grew 19% driven by growth across all workloads.

Azure and other cloud services revenue grew 31% driven by demand for our portfolio of services, including 13 points from our AI services which grew 157%.

LinkedIn revenue increased $392 million or 9% driven by growth across all lines of business – Marketing Solutions, Talent Solutions, Premium Subscriptions, and Sales Solutions.

Xbox hardware revenue decreased 29% driven by lower volume of consoles sold. Xbox content and services revenue increased 2% driven by growth in Xbox Game Pass.

Activision Blizzard is reported as part of our More Personal Computing segment.

In August 2024, we announced changes to the composition of our segments. These changes align our segments with how we currently manage our business, most notably bringing the commercial components of Microsoft 365 together in the Productivity and Business Processes segment.

Xbox content and services revenue increased 61% driven by 53 points of net impact from the Activision Blizzard acquisition.

Microsoft Cloud revenue increased 22% to $38.9 billion.

LinkedIn revenue increased $379 million or 10% driven by growth across all lines of business – Talent Solutions, Marketing Solutions, Premium Subscriptions, and Sales Solutions.

Xbox hardware revenue decreased 29% driven by lower volume of consoles sold.

Microsoft Cloud gross margin percentage decreased to 71% driven by scaling our AI infrastructure.

Dynamics 365 revenue grew 18% driven by growth across all workloads.

Azure and other cloud services revenue grew 33% driven by demand for our portfolio of services, including 12 points from our AI services.

Microsoft Corporation (“Company”) works to conduct business in ways that are principled, transparent, and accountable to our shareholders and other key stakeholders.

For fiscal year 2024, the annual total compensation for the median employee of the Company (other than our CEO) was $193,744 and the annual total compensation of our CEO was $79,106,183. Based on this information, for fiscal year 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 408 to 1.

We operate our business and report our financial performance using three segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

Microsoft is a technology company committed to making digital technology and artificial intelligence (“AI”) available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

Founded in 1975, we develop and support software, services, devices, and solutions that deliver new value for customers and help people and businesses realize their full potential.

Competitors to Office include software and global application vendors, such as Apple, Cisco Systems, Google, Meta, Proofpoint, Slack, Symantec, Zoom, and numerous web-based and mobile application competitors as well as local application developers.

Windows faces competition from various software products and from alternative platforms and devices, mainly from Apple and Google, and Microsoft Defender for Endpoint competes with CrowdStrike on endpoint security solutions.

Azure faces diverse competition from companies such as Amazon, Broadcom, Google, IBM, Oracle, and open source offerings.

As of June 30, 2024, we employed approximately 228,000 people on a full-time basis, 126,000 in the U.S. and 102,000 internationally.

Office Commercial (Office 365 subscriptions, the Office 365 portion of Microsoft 365 Commercial subscriptions, and Office licensed on-premises), comprising Office, Exchange, SharePoint, Microsoft Teams, Office 365 Security and Compliance, Microsoft Viva, and Copilot for Microsoft 365.

Gaming, including Xbox hardware and Xbox content and services, comprising first-party content (such as Activision Blizzard) and third-party content, including games and in-game content; Xbox Game Pass and other subscriptions; Xbox Cloud Gaming; advertising; third-party disc royalties; and other cloud services.

Azure is a comprehensive set of cloud services that offer developers, IT professionals, and enterprises freedom to build, deploy, and manage applications on any platform or device.

The financial results of Activision Blizzard have been included in our consolidated financial statements since the date of the acquisition. Activision Blizzard is reported as part of our More Personal Computing segment.

During the periods presented, we reported our financial performance based on the following segments: Productivity and Business Processes, Intelligent Cloud, and More Personal Computing.

Xbox content and services revenue increased 62% driven by 61 points of net impact from the Activision Blizzard Inc. (“Activision Blizzard”) acquisition.

Microsoft 365 Consumer subscribers grew to 80.8 million.

Search and news advertising revenue excluding traffic acquisition costs increased 12%.

Devices revenue decreased 17%.

Microsoft Cloud revenue increased 23% to $35.1 billion.

Server products and cloud services revenue increased 24% driven by Azure and other cloud services growth of 31%.

Dynamics products and cloud services revenue increased 19% driven by Dynamics 365 growth of 23%.

Windows revenue increased 11% with Windows original equipment manufacturer licensing (“Windows OEM”) revenue growth of 11% and Windows Commercial products and cloud services revenue growth of 13%.

Office Commercial products and cloud services revenue increased 13% driven by Office 365 Commercial growth of 15%.

LinkedIn revenue increased 10%.

Xbox content and services revenue increased 61% driven by 55 points of net impact from the Activision Blizzard acquisition.

Devices revenue decreased 9%.

Microsoft Cloud revenue increased 24% to $33.7 billion.

Activision Blizzard will be included in our consolidated financial statements beginning on the date of acquisition and reported as part of our More Personal Computing segment.

Microsoft Cloud revenue increased 24% to $31.8 billion.

Intelligent Cloud Revenue increased $3.9 billion or 19%.

Productivity and Business Processes Revenue increased $2.1 billion or 13%.

More Personal Computing Revenue increased $334 million or 3%.

Common stock, $0.00000625 par value per share MSFT Nasdaq

Xbox content and services revenue increased 13% driven by growth in first-party content and Xbox Game Pass.

Microsoft 365 Consumer subscribers grew 18% to 76.7 million.

Office 365 Commercial revenue grew 18% with seat growth of 10%, driven by small and medium business and frontline worker offerings, as well as growth in revenue per user.

Dynamics products and cloud services revenue increased $280 million or 22% driven by Dynamics 365 growth of 28%.

Devices revenue decreased $323 million or 22%.

Search and news advertising revenue excluding traffic acquisition costs increased 10% driven by higher search volume.

Azure and other cloud services revenue grew 29% driven by growth in our consumption-based services.

Under the new agreement, OpenAI has contracted to purchase an incremental $250 billion of Azure services, and Microsoft will no longer have a right of first refusal to be OpenAI's compute provider.

Our customers include individual consumers, small and medium organizations, large global enterprises, public-sector institutions, service providers, application developers, and OEMs.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for fiscal years 2025, 2024, or 2023.

There are few qualified suppliers for certain components of our servers and devices. Extended or unforeseen disruptions at these suppliers could impact our ability to operate our datacenters and manufacture devices on time to meet consumer demand.

We have distribution agreements covering one or more of our products with virtually all the multinational OEMs, including Dell, Hewlett-Packard, Lenovo, and with many regional and local OEMs.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three or nine months ended March 31, 2025 or 2024.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three months ended September 30, 2024 or 2023.

There are limited suppliers for certain device and datacenter components.

Our customers include individual consumers, small and medium organizations, large global enterprises, public-sector institutions, Internet service providers, application developers, and OEMs.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for fiscal years 2024, 2023, or 2022.

Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components.

However, some of our products contain certain components for which there are very few qualified suppliers.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three or nine months ended March 31, 2024 or 2023.

However, some of our products contain certain components for which there are very few qualified suppliers.

Our devices are primarily manufactured by third-party contract manufacturers.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three or six months ended December 31, 2023 or 2022.

However, some of our products contain certain components for which there are very few qualified suppliers. Extended disruptions at these suppliers could impact our ability to manufacture devices on time to meet consumer demand.

No sales to an individual customer or country other than the United States accounted for more than 10% of revenue for the three months ended September 30, 2023 or 2022.

For the nine months ended March 31, 2026 and 2025, our Board of Directors declared dividends totaling $20.3 billion and $18.5 billion, respectively.

Other income (expense), net included $19 million of net losses and $5.9 billion of net gains for the three and nine months ended March 31, 2026, respectively, and $768 million and $2.7 billion of net losses for the three and nine months ended March 31, 2025, respectively, from investments in OpenAI, primarily net recognized gains (losses) on our equity method investment reflected in Other, net.

As of March 31, 2026, we had additional leases, primarily for datacenters, that had not yet commenced of $196.6 billion. These leases will commence between fiscal year 2026 and fiscal year 2031 with lease terms of 1 year to 21 years.

We have made total funding commitments of $13 billion, of which $11.7 billion has been funded as of December 31, 2025.

For the six months ended December 31, 2025 and 2024, we repurchased 20 million shares and 15 million shares of our common stock for $9.9 billion and $6.3 billion, respectively, through our share repurchase program.

As of December 31, 2025, $47.4 billion remained of this $60.0 billion share repurchase program.

As of December 31, 2025, we had additional leases, primarily for datacenters, that had not yet commenced of $155.1 billion.

We will continue to invest in capital expenditures to support growth in our cloud offerings and our investments in AI infrastructure and training.

We returned $10.7 billion to shareholders in the form of share repurchases and dividends in the first quarter of fiscal year 2026.

September 15, 2025 November 20, 2025 December 11, 2025 $ 0.91 $ 6,765

We have an investment in OpenAI Global, LLC (“OpenAI”) and have made total funding commitments of $13 billion, of which $11.6 billion has been funded as of September 30, 2025.

Cash, cash equivalents, and short-term investments totaled $102.0 billion and $94.6 billion as of September 30, 2025 and June 30, 2025, respectively.

As of September 30, 2025, $53.4 billion remained of this $60.0 billion share repurchase program.

We will continue to account for our $13 billion of total funding commitments to OpenAI as an investment under the equity method of accounting.

For the three months ended September 30, 2025 and 2024, other income (expense), net included $4.1 billion and $688 million, respectively, of net losses from investments in OpenAI, primarily net recognized losses on our equity method investment reflected in other, net.

As of September 30, 2025, we had additional leases, primarily for datacenters, that had not yet commenced of $106.2 billion.

As of June 30, 2025, we have committed $32.1 billion for the construction of new buildings, building improvements, and leasehold improvements, primarily related to datacenters.

Debt in the table above is comprised of senior unsecured obligations and ranks equally with our other outstanding obligations.

During fiscal years 2025 and 2024, our Board of Directors declared dividends totaling $24.7 billion and $22.3 billion, respectively.

Cash, cash equivalents, and short-term investments totaled $94.6 billion and $75.5 billion as of June 30, 2025 and 2024, respectively.

We have an investment in OpenAI Global, LLC (“OpenAI”) and have made total funding commitments of $13 billion.

On September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases.

We have operating and finance leases for datacenters, corporate offices, research and development facilities, Microsoft Experience Centers, and certain equipment.

As of June 30, 2025, we had additional leases, primarily for datacenters, that had not yet commenced of $92.7 billion.

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure and training.

As of March 31, 2025, we had no commercial paper issued or outstanding. As of June 30, 2024, we had $6.7 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.4% and maturities ranging from 28 days to 152 days.

Cash, cash equivalents, and short-term investments totaled $79.6 billion and $75.5 billion as of March 31, 2025 and June 30, 2024, respectively.

For the nine months ended March 31, 2025 and 2024, our Board of Directors declared dividends totaling $18.5 billion and $16.7 billion, respectively.

On September 14, 2021, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program commenced in November 2021, has no expiration date, and may be terminated at any time. As of March 31, 2025, $549 million remained of this $60.0 billion share repurchase program. On September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program will commence following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time.

For the nine months ended March 31, 2025 and 2024, we repurchased 23 million shares and 25 million shares of our common stock for $9.8 billion and $9.2 billion, respectively, through our share repurchase program.

We have an investment in OpenAI Global, LLC (“OpenAI”) and have made total funding commitments of $13 billion. The investment is accounted for under the equity method of accounting.

As of March 31, 2025, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $4.4 billion and $94.8 billion, respectively.

Cash used in investing decreased $42.1 billion to $29.3 billion for the six months ended December 31, 2024, primarily due to a $63.0 billion decrease in cash used for acquisitions of companies, net of cash acquired, and purchases of intangible and other assets, offset in part by an $11.1 billion increase in additions to property and equipment and an $8.5 billion decrease in cash from net investment purchases, sales, and maturities.

As of June 30, 2024, we had $6.7 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.4% and maturities ranging from 28 days to 152 days.

As of December 31, 2024, we had no commercial paper issued or outstanding.

For the six months ended December 31, 2024 and 2023, our Board of Directors declared dividends totaling $12.3 billion and $11.1 billion, respectively.

On September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program will commence following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time.

As of December 31, 2024, $4.0 billion remained of this $60.0 billion share repurchase program.

For the six months ended December 31, 2024 and 2023, we repurchased 15 million shares and 18 million shares of our common stock for $6.3 billion and $6.4 billion, respectively, through our share repurchase program.

As of December 31, 2024, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $6.0 billion and $99.4 billion, respectively. These operating and finance leases will commence between fiscal year 2025 and fiscal year 2030 with lease terms of 1 year to 25 years.

In January 2021, Microsoft announced a minority investment in Cruise, an autonomous vehicle company which is a majority-owned subsidiary of General Motors Company (“GM”).

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure and training.

Cash used in investing increased $15.7 billion to $15.2 billion for the three months ended September 30, 2024, primarily due to a $10.1 billion decrease in cash from net investment purchases, sales, and maturities and a $5.0 billion increase in additions to property and equipment.

As of September 30, 2024, we had no commercial paper issued or outstanding.

Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common stock, $0.00000625 par value per share MSFT Nasdaq 3.125% Notes due 2028 MSFT Nasdaq 2.625% Notes due 2033 MSFT Nasdaq

For the three months ended September 30, 2024 and 2023, our Board of Directors declared dividends totaling $6.2 billion and $5.6 billion, respectively.

As of September 30, 2024, $7.5 billion remained of this $60.0 billion share repurchase program.

On September 16, 2024, our Board of Directors approved a share repurchase program authorizing up to $60.0 billion in share repurchases. This share repurchase program will commence following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time.

As of September 30, 2024, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $7.4 billion and $108.7 billion, respectively. These operating and finance leases will commence between fiscal year 2025 and fiscal year 2030 with lease terms of 1 year to 20 years.

As of June 30, 2024, we have committed $35.4 billion for the construction of new buildings, building improvements, and leasehold improvements, primarily related to datacenters.

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure and training.

As of June 30, 2024, we had $6.7 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.4% and maturities ranging from 28 days to 152 days.

During fiscal years 2024 and 2023, our Board of Directors declared dividends totaling $22.3 billion and $20.2 billion, respectively.

During fiscal years 2024 and 2023, we repurchased 32 million shares and 69 million shares of our common stock for $12.0 billion and $18.4 billion, respectively, through our share repurchase program.

As of June 30, 2024, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $8.6 billion and $108.4 billion, respectively.

As of March 31, 2024, we had $20.5 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.4% and maturities ranging from 6 days to 216 days.

As of March 31, 2024, $13.1 billion remained of this $60.0 billion share repurchase program.

Cash used in investing increased $68.6 billion to $82.1 billion for the nine months ended March 31, 2024, primarily due to a $66.5 billion increase in cash used for acquisitions of companies, net of cash acquired, and purchases of intangible and other assets.

Cash used in financing decreased $18.3 billion to $14.2 billion for the nine months ended March 31, 2024, primarily due to a $16.3 billion increase in proceeds from issuance of debt, net of repayments.

For the nine months ended March 31, 2024 and 2023, our Board of Directors declared quarterly dividends of $0.75 per share and $0.68 per share, totaling $16.7 billion and $15.2 billion, respectively.

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure.

As of December 31, 2023, we had $27.0 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.5% and maturities ranging from 33 days to 216 days.

Cash, cash equivalents, and short-term investments totaled $81.0 billion and $111.3 billion as of December 31, 2023 and June 30, 2023, respectively.

As of December 31, 2023, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $7.5 billion and $85.1 billion, respectively.

The New Microsoft Notes are Microsoft’s senior unsecured obligations and rank equally with Microsoft’s other unsecured and unsubordinated debt from time to time outstanding.

1.350% Senior Notes due 2030 $ $ 442,842,000 $ 57,158,000

3.400% Senior Notes due 2027 $ $ 353,183,000 $ 43,817,000

The interest rate and maturity date for each series of New Microsoft Notes is as follows: (i) The 2026 Notes will bear interest at a rate of 3.400% per annum and will mature on September 15, 2026; (ii) The 2027 Notes will bear interest at a rate of 3.400% per annum and will mature on June 15, 2027; and (iii) The 2030 Notes will bear interest at a rate of 1.350% per annum and will mature on September 15, 2030; (iv) The 2047 Notes will bear interest at a rate of 3.400% per annum and will mature on June 15, 2047; and (v) The 2050 Notes will bear interest at a rate of 2.500% per annum and will mature on September 15, 2050.

2.500% Senior Notes due 2050 $ $ 1,439,312,000 $ 60,688,000

In connection with the Early Settlement, on November 6, 2023, Microsoft issued: (i) $762,456,000 aggregate principal amount of 3.400% Notes due 2026 (the “New Microsoft 2026 Notes”); (ii) $353,183,000 aggregate principal amount of 3.400% Notes due 2027 (the “New Microsoft 2027 Notes”); (iii) $442,842,000 aggregate principal amount of 1.350% Notes due 2030 (the “New Microsoft 2030 Notes”); (iv) $391,290,000 aggregate principal amount of 4.500% Notes due 2047 (the “New Microsoft 2047 Notes”); (v) $1,439,312,000 aggregate principal amount of 2.500% Notes due 2050 (the “New Microsoft 2050 Notes” and, together with the New Microsoft 2026 Notes, the New Microsoft 2027 Notes, the New Microsoft 2030 Notes and the New Microsoft 2047 Notes, the “New Microsoft Notes”).

3.400% Senior Notes due 2026 $ $ 762,456,000 $ 87,544,000

4.500% Senior Notes due 2047 $ $ 391,290,000 $ 8,710,000

Microsoft shall pay additional interest on the New Microsoft Notes of up to 1.0% if, among other things, the registered exchange offer is not completed on or prior to January 29, 2025, or a shelf registration statement is required and is not declared effective on or prior to the 60th day after the later of (i) January 29, 2025 and (ii) the date on which Microsoft receives a duly executed request by a dealer manager or certain holders for the filing of a shelf registration.

up to $3,650,000,000 aggregate principal amount of new notes issued by Microsoft (the “New Microsoft Notes”)

The New Microsoft Notes have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. Therefore, the New Microsoft Notes may not be offered or sold in the United States or to any U.S. person absent registration, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure.

2.625% Notes due 2033 MSFT Nasdaq

As of September 30, 2023, we had $25.8 billion of commercial paper issued and outstanding, with a weighted average interest rate of 5.4% and maturities ranging from 7 days to 190 days.

As of June 30, 2023, we had no commercial paper issued or outstanding.

3.125% Notes due 2028 MSFT Nasdaq

Cash from financing increased $25.6 billion to $14.8 billion for the three months ended September 30, 2023, mainly due to a $25.3 billion increase in proceeds from issuance of debt, net of repayments.

For the three months ended September 30, 2023 and 2022, our Board of Directors declared quarterly dividends of $0.75 per share and $0.68 per share, totaling $5.6 billion and $5.1 billion, respectively.

As of September 30, 2023, we had additional operating and finance leases, primarily for datacenters, that had not yet commenced of $7.5 billion and $75.1 billion, respectively.

The volatility of U.S. tariffs has triggered economic uncertainty and could impact cloud and devices supply chain cost competitiveness.

We will bear significant development and operational costs to build and support the AI models, services, platforms, and infrastructure necessary to meet the needs of our customers.

For example, as previously disclosed in our Form 8-K filed with the Securities and Exchange Commission on January 19, 2024 and amended on March 8, 2024, beginning in late November 2023, a nation-state associated threat actor used a password spray attack to compromise a legacy test account and, in turn, gain access to Microsoft email accounts.

As of December 31, 2025, we accrued aggregate legal liabilities of $575 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $400 million in aggregate beyond recorded amounts are reasonably possible.

In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts. A preliminary hearing was held in December 2025.

In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest.

Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units and other components.

The volatility of U.S. tariffs has triggered economic uncertainty and could impact cloud and devices supply chain cost competitiveness.

As of September 30, 2025, we accrued aggregate legal liabilities of $530 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $300 million in aggregate beyond recorded amounts are reasonably possible.

In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest.

In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts, and the next hearing is scheduled for December 2025.

There are limited suppliers for certain device and datacenter components.

We face intense competition across all markets for our products and services, which could adversely affect our results of operations.

For example, as previously disclosed in our Form 8-K filed with the Securities and Exchange Commission on January 19, 2024 and amended on March 8, 2024, beginning in late November 2023, a nation-state associated threat actor used a password spray attack to compromise a legacy test account and, in turn, gain access to Microsoft email accounts.

As of June 30, 2025, we accrued aggregate legal liabilities of $541 million.

In 2018, the Irish Data Protection Commission (“IDPC”) began investigating a complaint against LinkedIn as to whether LinkedIn’s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (“GDPR”).

In November 2024, LinkedIn appealed the final decision to the Irish courts, and the next hearing is scheduled for December 2025.

In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest.

There are limited suppliers for certain device and datacenter components.

Our implementation of AI systems could result in legal liability, regulatory action, brand, reputational, or competitive harm, or other adverse impacts.

beginning in late November 2023, a nation-state associated threat actor used a password spray attack to compromise a legacy test account and, in turn, gain access to Microsoft email accounts.

We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings.

For example, the Federal Trade Commission continues to challenge our Activision Blizzard acquisition and could, if successful, alter or unwind the transaction.

In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest.

In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts, and the next hearing is scheduled for May 2025.

Microsoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a defendant in 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaintiffs who allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects.

As of March 31, 2025, we accrued aggregate legal liabilities of $530 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $800 million in aggregate beyond recorded amounts are reasonably possible.

We are building AI into many of our offerings, including our productivity services, and we are also making AI available for our customers to use in solutions that they build. This AI may be developed by Microsoft or others, including our strategic partner, OpenAI.

Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components.

Further, global, regional, and local economic developments and changes in global trade policies such as restrictions on international trade, including tariffs and other controls on imports or exports, could result in increased supply chain challenges, cost volatility, and consumer and economic uncertainty which may adversely affect our results of operations.

Plaintiffs appealed the court’s order in August of 2023, and the appeal was argued in January of 2025.

As of December 31, 2024, we accrued aggregate legal liabilities of $510 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $800 million in aggregate beyond recorded amounts are reasonably possible.

With respect to the audit for tax years 2004 to 2013, on September 26, 2023, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest.

In October 2024, the IDPC provided LinkedIn with a final decision alleging GDPR violations and assessing a fine. In November 2024, LinkedIn appealed the final decision to the Irish courts.

Threat actors, including individual and groups of hackers and sophisticated organizations, including nation-states or state-sponsored organizations, continuously undertake attacks that pose threats to our customers and our internal infrastructure, and we have experienced cybersecurity incidents in which such actors have gained unauthorized access to our systems and data, including customer systems and data.

For example, the EU’s AI Act may increase costs or impact the provision or operation of our AI models and services in the European market.

We are incurring significant costs to build and maintain infrastructure to support cloud-based and AI services. These costs will reduce the operating margins.

For example, the Federal Trade Commission continues to challenge our Activision Blizzard acquisition and could, if successful, alter or unwind the transaction.

In July 2024, the court entered summary judgment in nine of the stayed cases on the grounds that plaintiffs had agreed to be bound by the general causation outcome in the consolidated cases.

In October 2024, the IDPC provided LinkedIn with a final decision, and LinkedIn is considering its options to appeal.

We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings.

As of September 30, 2024, we accrued aggregate legal liabilities of $492 million. While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $600 million in aggregate beyond recorded amounts are reasonably possible.

For example, the Federal Trade Commission continues to challenge our Activision Blizzard acquisition and could, if successful, alter or unwind the transaction.

Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components.

AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information. Content generated by AI systems may be offensive, illegal, inaccurate, or otherwise harmful.

The threat actor used and may continue to use information it obtained to gain, or attempt to gain, unauthorized access to some of our source code repositories and internal systems, and the threat actor may utilize this information to otherwise adversely affect our business and results of operations.

beginning in late November 2023, a nation-state associated threat actor used a password spray attack to compromise a legacy test account and, in turn, gain access to Microsoft email accounts.

For example, the Federal Trade Commission continues to challenge our Activision Blizzard acquisition and could, if successful, alter or unwind the transaction.

As of June 30, 2024, we accrued aggregate legal liabilities of $641 million.

In 2018, the Irish Data Protection Commission (“IDPC”) began investigating a complaint against LinkedIn as to whether LinkedIn’s targeted advertising practices violated the recently implemented European Union General Data Protection Regulation (“GDPR”).

Microsoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a defendant in 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaintiffs who allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects.

If components are delayed or become unavailable, whether because of supplier capacity constraint, industry shortages, legal or regulatory changes that restrict supply sources, or other reasons, we may not obtain timely replacement supplies, resulting in reduced sales or inadequate datacenter capacity to support the delivery and continued development of our products and services.

We expect AI technology and services to be a highly competitive and rapidly evolving market, and new competitors continue to enter the market.

We face intense competition across all markets for our products and services, which may adversely affect our results of operations.

While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $600 million in aggregate beyond recorded amounts are reasonably possible.

We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings.

In April 2023, the IDPC provided LinkedIn with a non-public preliminary draft decision alleging GDPR violations and proposing a fine. Microsoft intends to challenge the preliminary draft decision.

As of March 31, 2024, we accrued aggregate legal liabilities of $665 million.

The threat actor used and continues to use information it obtained to gain, or attempt to gain, unauthorized access to some of our source code repositories and internal systems, and the threat actor may utilize this information to otherwise adversely affect our business or results of operations.

With respect to the audit for tax years 2004 to 2013, on September 26, 2023, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS. The primary issues in the NOPAs relate to intercompany transfer pricing. In the NOPAs, the IRS is seeking an additional tax payment of $28.9 billion plus penalties and interest. As of December 31, 2023, we believe our allowances for income tax contingencies are adequate. We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings.

Microsoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a defendant in 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaintiffs who allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects.

In April 2023, the IDPC provided LinkedIn with a non-public preliminary draft decision alleging GDPR violations and proposing a fine. Microsoft intends to challenge the preliminary draft decision.

For example, as previously disclosed in our Form 8-K filed with the Securities and Exchange Commission on January 19, 2024, beginning in late November 2023, a nation-state associated threat actor used a password spray attack to compromise a legacy test account and, in turn, gain access to Microsoft email accounts.

For example, the Federal Trade Commission continues to challenge our Activision Blizzard acquisition and could, if successful, alter or unwind the transaction.

As of September 30, 2023, we accrued aggregate legal liabilities of $597 million.

In April 2023, the IDPC provided LinkedIn with a non-public preliminary draft decision alleging GDPR violations and proposing a fine.

Microsoft intends to challenge the preliminary draft decision.

We disagree with the proposed adjustments and will vigorously contest the NOPAs through the IRS’s administrative appeals office and, if necessary, judicial proceedings.

Microsoft Mobile Oy, a subsidiary of Microsoft, along with other handset manufacturers and network operators, is a defendant in 46 lawsuits, including 45 lawsuits filed in the Superior Court for the District of Columbia by individual plaintiffs who allege that radio emissions from cellular handsets caused their brain tumors and other adverse health effects.

For example, the Federal Trade Commission continues to challenge our Activision Blizzard acquisition and could, if successful, alter or unwind the transaction.

While we intend to defend these matters vigorously, adverse outcomes that we estimate could reach approximately $600 million in aggregate beyond recorded amounts are reasonably possible.

We are building AI into many of our offerings, including our productivity services, and we are also making AI available for our customers to use in solutions that they build.

Our datacenters depend on the availability of permitted and buildable land, predictable energy, networking supplies, and servers, including graphics processing units (“GPUs”) and other components.

AI algorithms or training methodologies may be flawed.

This Compensation Discussion and Analysis provides information about our fiscal year 2026 compensation program for our fiscal year 2026 Named Executives (“NEOs”), who are: Satya Nadella, Amy Hood, Judson Althoff, Takeshi Numoto, and Bradford Smith.

Judson B. Althoff Chief Executive Officer, Microsoft Commercial Business 2026 1,000,000 0 28,847,960 3,488,000 101,467 33,437,427

Bradford L. Smith Vice Chair and President 2026 1,000,000 0 28,465,658 3,488,000 115,755 33,069,413

For fiscal year 2026, we set Mr. Nadella’s target performance stock award at $50 million, a level unchanged since fiscal year 2022.

Takeshi Numoto Executive Vice President and Chief Marketing Officer 2026 841,667 0 12,320,346 2,547,473 14,750 15,724,236

Satya Nadella Chairman and Chief Executive Officer 2026 2,500,000 0 77,570,774 10,299,000 259,203 90,628,977

Amy E. Hood Executive Vice President and Chief Financial Officer 2026 1,000,000 0 29,136,390 3,488,000 92,399 33,716,789

We will refer to these transactions with related entities as related-party transactions where the amount involved exceeds $120,000 and a director, executive officer, nominee for director or 5% shareholders, or immediate family member has a direct or indirect material interest.

During fiscal year 2026, there were ordinary course transactions between Microsoft and certain related entities, for instance the purchase of software licenses by companies of which a director is an executive officer and purchases by Microsoft of goods and services from such companies. None of these transactions constituted a related-party transaction that required approval by the Audit and Finance Committee.

/s/ ALICE L. JOLLA Alice L. Jolla Corporate Vice President and Chief Accounting Officer

We have served as the Company's auditor since 1983.

/s/ ALICE L. JOLLA Alice L. Jolla Corporate Vice President and Chief Accounting Officer

We have a long-term strategic partnership with OpenAI. In October 2025, we signed a new definitive agreement with OpenAI that extends this partnership. We have an investment accounted for under the equity method that represents an approximate 25% interest on an as-converted basis. As an equity method investee, OpenAI is a related party as defined in Accounting Standards Codification Topic 850, Related Party Disclosures (“ASC 850”). In accordance with ASC 850, we are disclosing revenue and accounts receivable balances from transactions with OpenAI. For fiscal year 2026, we recorded revenue from commercial arrangements with OpenAI, inclusive of revenue-sharing payments, of $24.1 billion, and accounts receivable from OpenAI as of June 30, 2026 was $6.0 billion. We have made total funding commitments of $13.0 billion related to our investment, of which $11.9 billion has been funded as of June 30, 2026.

Mr. Hoffman will continue to serve as a director until the Annual Meeting.

His decision not to stand for re-election is not as a result of any disagreement with management on any matter relating to the Company’s operations, policies, or practices.

On June 2, 2026, Reid Hoffman, a member of the Board of Directors of Microsoft Corporation (the “Company”) since 2017, informed the Company of his decision not to stand for re-election at the Company’s 2026 annual shareholder meeting (the “Annual Meeting”).

There is no arrangement or understanding between Mr. Di Sibio and any other persons pursuant to which he was selected as a director.

Mr. Di Sibio will serve on the Audit Committee and the Compensation Committee of the Board.

Mr. Di Sibio will receive the same compensation as other non-employee Microsoft directors as described in the Microsoft 2025 Proxy Statement under “Director Compensation.”

Mr. Di Sibio has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Satya Nadella, our Chief Executive Officer and Chairman of the Board of Directors, adopted a new written 10b5-1 trading plan on March 8, 2026, during an open trading window. The plan’s maximum duration is until September 4, 2026. The first trade will not occur until August 31, 2026, at the earliest.

/s/ ALICE L. JOLLA Alice L. Jolla Corporate Vice President and Chief Accounting Officer

(3) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

Ratification of Appointment of Independent Auditor for Fisal Year 2026 Vote result % Votes For For Against Abstain Broker Non-Votes Approved 93.53 5,897,883,259 408,304,657 15,242,576 0

(1) Voted to elect each of the 12 nominees for director.

(2) Approved, on an advisory basis, the compensation of the Company’s named executive officers.

Alice L. Jolla Corporate Vice President and Chief Accounting Officer

Deloitte & Touche has been Microsoft’s independent auditor since the Company’s initial public offering in 1986.

Year ended June 30, 2025 2024 Audit Fees $53,880,000 $56,280,000 Audit-Related Fees 19,470,000 18,643,000 Tax Fees 5,105,000 6,334,000 All Other Fees 10,000 10,000 Total $78,465,000 $81,267,000

The Board of Directors recommends a vote FOR the ratification of the independent auditor.

As a result of its evaluation, the Audit Committee concluded that the selection of Deloitte & Touche as the independent registered public accounting firm for fiscal year 2026 is in the best interest of the Company and its shareholders.

The Audit Committee has selected Deloitte & Touche LLP as Microsoft’s independent auditor for fiscal year 2026.

Teri L. List Age: 62 | Director since: 2014 | Birthplace: United States | Independent

Charles W. Scharf Age: 60 | Director Since: 2014 | Birthplace: United States | Independent

In addition, Carlos Rodriguez has decided not to seek re-election and will end his Board service in December.

John David Rainey Age: 55 | Director Since: New Nominee | Birthplace: United States | Independent

We are pleased to announce the nomination of John David Rainey for election to the Board at the Annual Meeting.

Hugh F. Johnston Age: 64 | Director since: 2017 | Birthplace: United States | Independent

Sandra E. Peterson7 125,000 317,500 15,000 457,500

Sandra E. Peterson Age: 66 | Director Since: 2015 | Birthplace: United States | Independent

Satya Nadella Age: 58 | Director Since: 2014 | Birthplace: India

Fiscal Year 2025 Compensation Structure for Non-Employee Directors from December 10, 2024 Regular Retainers Annual Base Retainer (TOTAL) $375,000 Cash $125,000 Stock Award $250,000

Of the 12 Board nominees, 11 are independent, including Sandra Peterson as Lead Independent Director.

Reid G. Hoffman Age: 58 | Director since: 2017 | Birthplace: United States | Independent

Mark A. L. Mason Age: 56 | Director Since: 2023 | Birthplace: United States | Independent

Penny S. Pritzker Age: 66 | Director Since: 2017 | Birthplace: United States | Independent

Catherine MacGregor Age: 53 | Director Since: 2023 | Birthplace: Morocco | Independent

Emma N. Walmsley Age: 56 | Director Since: 2019 | Birthplace: United Kingdom | Independent

John W. Stanton Age: 70 | Director Since: 2014 | Birthplace: United States | Independent

Judson B. Althoff Executive Vice President and CEO Microsoft Commercial 2025 993,333 0 23,708,619 3,398,194 98,588 28,198,734

Bradford L. Smith Vice Chair and President 2025 1,000,000 0 23,734,545 3,421,000 111,750 28,267,295

For fiscal year 2025, we set Mr. Nadella’s target performance stock award at $50 million, a level unchanged since fiscal year 2022.

Including his annual cash incentive, more than 95% of Mr. Nadella’s annual total target compensation opportunity was performance-based.

Based on this information, for fiscal year 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 480 to 1.

This Compensation Discussion and Analysis provides information about our fiscal year 2025 compensation program for our fiscal year 2025 Named Executives (“NEOs”), who are: Satya Nadella, Amy Hood, Judson Althoff, Takeshi Numoto, and Bradford Smith.

Amy E. Hood Executive Vice President and Chief Financial Officer 2025 1,000,000 0 25,037,360 3,421,000 23,191 29,481,551

Takeshi Numoto Executive Vice President and Chief Marketing Officer 2025 800,000 0 9,005,380 2,056,000 15,250 11,876,630

Satya Nadella Chairman and Chief Executive Officer 2025 2,500,000 0 84,245,496 9,555,000 196,294 96,496,790

None of these transactions constituted a related-party transaction that required approval by the Audit Committee.

During fiscal year 2025, there were ordinary course transactions between Microsoft and certain related entities, for instance the purchase of software licenses by companies of which a director is an executive officer and purchases by Microsoft of goods and services from such companies.

The son of Takeshi Numoto, an executive officer, is employed by the Company in a non-executive position and received compensation in fiscal year 2025 that exceeded $120,000.

We will refer to these transactions with related entities as related-party transactions where the amount involved exceeds $120,000 and a director, executive officer, nominee for director or 5% shareholders, or immediate family member has a direct or indirect material interest.

Mr. Rodriguez will continue to serve as a director until the Annual Meeting.

The Company thanks Mr. Rodriguez for his contributions during his tenure as a director, Chair of the Compensation Committee, and member of the Audit Committee.

We have served as the Company's auditor since 1983.

/s/ DELOITTE & TOUCHE LLP

Ms. Hogan was appointed Executive Vice President, Office of Strategy and Transformation in March 2025.

Ms. Coleman was appointed Executive Vice President and Chief Human Resources Officer in March 2025.

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property. Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection.

/s/ Keith R. Dolliver Keith R. Dolliver Corporate Secretary

Mr. Hoffman did not participate in any portions of the meetings of our Board of Directors or any committee thereof to review and approve the transaction with Inflection.

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property. Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection.

We have an investment in OpenAI Global, LLC (“OpenAI”) and have made total funding commitments of $13 billion. The investment is accounted for under the equity method of accounting.

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property. Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection.

On January 22, 2025, Christopher D. Young informed Microsoft Corporation (the “Company”) of his decision to resign from the Company.

As a result, he will cease to serve as Executive Vice President, Business Development, Strategy, and Ventures, effective immediately.

He will remain an employee of the Company to provide transition support and fulfill additional responsibilities until the end of March.

(3) Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

/s/ ALICE L. JOLLA Alice L. Jolla Corporate Vice President and Chief Accounting Officer

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property. Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection.

Mr. Hoffman did not participate in any portions of the meetings of our Board of Directors or any committee thereof to review and approve the transaction with Inflection.

The Audit Committee has selected Deloitte & Touche LLP as Microsoft’s independent auditor for fiscal year 2025. The Board asks shareholders to ratify that selection.

Deloitte & Touche has been Microsoft’s independent auditor since the Company’s initial public offering in 1986.

Penny S. Pritzker Founder and Chairman, PSP Partners, LLC 65 2017 Yes 0

Mark A. L. Mason CFO, Citigroup Inc. 55 2023 Yes 0

Carlos A. Rodriguez Director, Automatic Data Processing, Inc. 60 2021 Yes 1

The following table provides summary information about each of the 12 director nominees. Each director is elected annually by a majority of votes cast.

Of this year’s Board nominees, 11 of 12 are independent, which includes Sandra Peterson as Lead Independent Director and all committee chairs and members.

Teri L. List Former Executive Vice President and CFO, The Gap, Inc. 61 2014 Yes 3

Catherine MacGregor Group CEO and Director, Engie S.A. 52 2023 Yes 1

Sandra E. Peterson Lead Independent Director, Microsoft Corporation; Operating Partner, Clayton, Dubilier & Rice, LLC 65 2015 Yes 0

Our CEO, Mr. Nadella does not receive pay for serving as a director or as Board Chairman.

Reid G. Hoffman Partner, Greylock Partners 57 2017 Yes 2

Hugh F. Johnston Senior Executive Vice President and CFO, The Walt Disney Company 63 2017 Yes 1

Annual Base Retainer (TOTAL) $360,000 Cash $125,000 Stock Award $235,000

John W. Stanton Founder and Chairman, Trilogy Partnerships 69 2014 Yes 1

Emma N. Walmsley CEO and Director, GSK plc 55 2019 Yes 1

Satya Nadella Chairman and CEO, Microsoft Corporation 57 2014 No 0

Charles W. Scharf CEO, President, and Director, Wells Fargo & Company 59 2014 Yes 1

Christopher D. Young Executive Vice President, Business Development, Strategy, and Ventures 2024 850,000 0 9,040,931 2,023,680 120,092 12,034,703

for fiscal year 2024, we set Mr. Nadella’s target performance stock award at $50,000,000

Judson B. Althoff Executive Vice President and Chief Commercial Officer

Amy E. Hood Executive Vice President and Chief Financial Officer 2024 1,000,000 0 21,094,956 3,642,750 61,500 25,799,206

Christopher D. Young Executive Vice President, Business Development, Strategy, and Ventures

Satya Nadella Chairman and Chief Executive Officer 2024 2,500,000 0 71,236,392 5,200,000 169,791 79,106,183

Bradford L. Smith Vice Chair and President

The Board approved a fiscal year 2024 cash incentive of $5.2 million, which represents a more than 50% reduction compared to what he would have been awarded based on the combined assessment of strong financial and operational performance.

Amy E. Hood Executive Vice President and Chief Financial Officer

Judson B. Althoff Executive Vice President and Chief Commercial Officer 2024 960,000 0 18,515,353 3,497,040 77,934 23,050,327

Bradford L. Smith Vice Chair and President 2024 1,000,000 0 18,684,175 3,642,750 112,868 23,439,793

In March 2024, the Company entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which Microsoft obtained a non-exclusive license to Inflection’s intellectual property. Mr. Hoffman is a co-founder of and serves on the board of directors of Inflection.

During fiscal year 2024, there were ordinary course transactions between Microsoft and certain related entities, for instance the purchase of software licenses by companies of which a director is an executive officer and purchases by Microsoft of goods and services from such companies. None of these transactions constituted a related-party transaction that required approval by the Audit Committee.

Mr. Hoffman did not participate in any portions of the meetings of our Board or any committee thereof to review and approve the transaction with Inflection.

/s/ DELOITTE & TOUCHE LLP Seattle, Washington July 30, 2024 We have served as the Company's auditor since 1983.

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property.

Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection.

Mr. Hoffman did not participate in any portions of the meetings of our Board of Directors or any committee thereof to review and approve the transaction with Inflection.

Reid Hoffman, a member of our Board of Directors, is a co-founder of and serves on the board of directors of Inflection.

Voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

Catherine MacGregor Elected 99.77 5,129,394,127 11,706,923 8,774,964 1,191,099,632 Mark A. L. Mason Elected 99.78 5,129,864,831 10,925,164 9,086,019 1,191,099,632

The shareholders: (1) Voted to elect each of the twelve (12) nominees for director.

/s/ ALICE L. JOLLA Alice L. Jolla Corporate Vice President and Chief Accounting Officer

Satya Nadella, our Chief Executive Officer and Chairman of the Board of Directors, adopted a new written trading plan on September 7, 2023.

The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355 664,882,153¹ 8.95%

Directors and Executive Officers as a Group (18 people) 2,279,620 13 * N/A N/A

As of July 24, 2025, there were 7,433,166,379 shares of common stock outstanding.

The consolidated financial statements include the accounts of Microsoft Corporation and its subsidiaries.

Satya Nadella, our Chief Executive Officer and Chairman of the Board of Directors, adopted a new written 10b5-1 trading plan on March 7, 2025, during an open trading window. The plan’s maximum duration is until September 5, 2025. The first trade will not occur until September 2, 2025, at the earliest. Under the trading plan, Mr. Nadella will sell 80% of the net vested shares of our common stock upon the August 31, 2025 vest of a Performance Stock Award.

Directors and Executive Officers as a Group (18 people) 2,330,484 13 * N/A N/A

The consolidated financial statements include the accounts of Microsoft Corporation and its subsidiaries.

For the six months ended December 31, 2023 and 2022, we repurchased 18 million shares and 37 million shares of our common stock for $6.4 billion and $9.2 billion, respectively, through our share repurchase program.

For the six months ended December 31, 2023 and 2022, our Board of Directors declared quarterly dividends of $0.75 per share and $0.68 per share, totaling $11.1 billion and $10.1 billion, respectively.

Activision Blizzard, Inc., a wholly-owned subsidiary of Microsoft (“Activision Blizzard”)

For the three months ended September 30, 2023 and 2022, we repurchased 11 million shares and 17 million shares of our common stock for $3.6 billion and $4.6 billion, respectively, through our share repurchase program.

As of September 30, 2023, $18.7 billion remained of our $60 billion share repurchase program.

Mr. Di Sibio and Microsoft will enter into the standard Microsoft director indemnification agreement, whereby Microsoft agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.

On May 14, 2026, Microsoft Corporation (the “Company”) issued a press release to announce that the Company’s Board of Directors appointed Carmine Di Sibio to its Board of Directors, effective May 13, 2026.

Microsoft is a major investor in OpenAI and will continue to receive revenue-sharing payments. We hold rights to OpenAI’s intellectual property, including models and infrastructure, for integration into our products.

In October 2025, we signed a new definitive agreement with OpenAI that extends this partnership.

On April 29, 2026, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2026.

As a result of the OpenAI Recapitalization, we had a decrease in our proportionate ownership of OpenAI and recorded a dilution gain in other income (expense), net.

Additionally, OpenAI formed a public benefit corporation and completed a recapitalization (“OpenAI Recapitalization”).

In October 2025 and April 2026, we extended this partnership and continue to build on our shared vision to advance artificial intelligence responsibly and make its benefits broadly accessible.

Commercial remaining performance obligation increased 99% to $627 billion.

In the first quarter of fiscal year 2026, we made updates to our metrics to align with how we manage and monitor certain businesses. As part of these updates, Microsoft 365 Consumer subscribers was removed as a metric.

In October 2025, we signed a new definitive agreement with OpenAI that extends this partnership.

Date of Report (Date of earliest event reported) January 28, 2026

A copy of the press release is furnished as Exhibit 99.1 to this report.

Additionally, OpenAI formed a public benefit corporation and completed a recapitalization (“OpenAI Recapitalization”).

On January 28, 2026, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended December 31, 2025.

As a result of the OpenAI Recapitalization, we had a decrease in our proportionate ownership of OpenAI and recorded a dilution gain in other income (expense), net.

shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

We have an investment of approximately 27 percent of OpenAI on an as-converted basis accounted for under the equity method of accounting.

Commercial remaining performance obligation increased 110% to $625 billion.

Approval of the Microsoft Corporation 2026 Stock Plan Vote result % Votes For For Against Abstain Broker Non-Votes Approved 97.07 5,016,063,751 151,618,873 15,772,033 1,137,975,835

On December 5, 2025, Microsoft Corporation (the “Company” or “Microsoft”) held its 2025 Annual Shareholders Meeting (the “Annual Meeting”).

There were 7,433,087,554 shares of common stock entitled to be voted at the Annual Meeting, of which 6,321,402,487 were voted in person or by proxy.

(5) Did not approve a shareholder proposal concerning a European Security Program Censorship risk audit. (6) Did not approve a shareholder proposal concerning a report on risks of censorship in generative artificial intelligence (“AI”). (7) Did not approve a shareholder proposal concerning a report on AI data usage oversight. (8) Did not approve a shareholder proposal concerning a report on data operations in human rights hotspots. (9) Did not approve a shareholder proposal concerning a report on human rights due diligence. (10) Did not approve a shareholder proposal concerning a report on AI and machine learning tools for oil and gas development and production.

At the Annual Meeting, the Company’s shareholders approved the Company’s 2026 Stock Plan (the “2026 Stock Plan”).

The material terms of the 2026 Stock Plan are described in “Proposal 4: Approval of the Microsoft Corporation 2026 Stock Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2025, which is incorporated by reference herein.

The 2026 Stock Plan replaces the Microsoft Corporation 2017 Stock Plan in its entirety.

On October 28, 2025, we signed a new definitive agreement with OpenAI that extends our partnership and continues to build on our shared vision to advance artificial intelligence responsibly and make its benefits broadly accessible.

Microsoft Corporation is also furnishing an investor presentation titled "First Quarter Fiscal Year 2026 Results."

On October 28, 2025, Microsoft Corporation posted a blog titled "The next chapter of the Microsoft-OpenAI partnership."

On October 29, 2025, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025.

In the first quarter of fiscal year 2026, we made updates to our metrics to align with how we manage and monitor certain businesses. As part of these updates, Microsoft 365 Consumer subscribers was removed as a metric.

Cash from operations increased $10.9 billion to $45.1 billion for the three months ended September 30, 2025, primarily due to an increase in cash received from customers, offset in part by an increase in cash paid to suppliers and cash used to pay income taxes.

Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $398 billion as of September 30, 2025, of which $392 billion is related to the commercial portion of revenue.

The 2026 Stock Plan will become effective on March 1, 2026, if it is approved by our shareholders (the “Effective Date”).

On September 16, 2025, after considering the recommendation of the Compensation Committee, our Board of Directors unanimously approved the 2026 Stock Plan, subject to approval by our shareholders at the Annual Meeting.

On behalf of the Board of Directors, it is our pleasure to invite you to the 2025 Annual Shareholders Meeting of Microsoft Corporation (“Annual Meeting”), on December 5, 2025, beginning at 8:30 a.m. Pacific Time.

On September 30, 2025, there were 7,433,087,554 shares of common stock outstanding, held of record by 76,483 shareholders.

Vote on 6 shareholder proposals, if properly presented at the Annual Meeting

On September 24, 2025, Carlos A. Rodriguez, a member of the Board of Directors of Microsoft Corporation (the “Company”), informed the Company of his decision not to stand for re-election at the Company’s 2025 annual shareholder meeting (the “Annual Meeting”).

His decision not to stand for re-election is for personal reasons and not as a result of any disagreement with management on any matter relating to the Company’s operations, policies, or practices.

Microsoft and OpenAI maintain a long-term strategic partnership originally established in 2019. Microsoft is a major investor in OpenAI, and the companies have reciprocal revenue-sharing arrangements.

On July 30, 2025, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter and year ended June 30, 2025.

management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2025.

The amendments implement a cure process for certain deficiencies in director nomination notices submitted by shareholders.

The Board of Directors of Microsoft Corporation (the “Company”) amended the Company’s Bylaws, effective July 1, 2025.

For nomination notices received by the Company within the time period specified in the Bylaws, the Company will notify shareholders of such deficiencies in the notice and there will be an opportunity to cure such deficiencies.

On April 30, 2025, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2025.

The allocation of the purchase price to the assets acquired and liabilities assumed was completed as of September 30, 2024.

On January 29, 2025, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended December 31, 2024.

On October 13, 2023, we completed our acquisition of Activision Blizzard, Inc. (“Activision Blizzard”) for a total purchase price of $75.4 billion, consisting primarily of cash.

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure and training.

On December 10, 2024, Microsoft Corporation (the “Company” or “Microsoft”) held its 2024 Annual Shareholders Meeting (the “Annual Meeting”).

On December 10, 2024, GM announced its intent to realign its autonomous driving strategy, no longer fund Cruise’s robotaxi development work, and pursue the acquisition of minority investor shares.

As a result, we expect to record an impairment charge of approximately $800 million in the second quarter of fiscal year 2025.

There were 7,434,436,393 shares of common stock entitled to be voted at the Annual Meeting, of which 6,417,206,480 were voted in person or by proxy.

This charge will be recorded in other income and expense and was not included in our second quarter guidance provided on October 30, 2024.

It is estimated to have a negative impact of approximately $0.09 to second quarter diluted earnings per share.

In August 2024, we announced changes to the composition of our segments, most notably bringing the commercial components of Microsoft 365 together in the Productivity and Business Processes segment.

The information included in this Form 8-K is presented for informational purposes only in connection with the segment reporting changes described above and does not amend or restate our audited consolidated financial statements, which were included in our 2024 Form 10-K.

The recast information of Items contained in the 2024 Form 10-K is presented in Exhibit 99.1 to this Form 8-K, which is incorporated herein by reference.

Microsoft Corporation (the “Company”) is filing this Current Report on Form 8-K to recast certain previously reported amounts to conform with segment reporting changes made to align our segments with how we manage our business, with respect to the financial information contained in our Annual Report on Form 10-K for the year ended June 30, 2024 (“2024 Form 10-K”).

Accordingly, the Company is filing this Form 8-K to recast our consolidated financial statements for each of the three years in the period ended June 30, 2024, to reflect the changes in segment reporting as described above.

Beginning in fiscal year 2025, the information that our chief operating decision maker is regularly provided and reviews for purposes of allocating resources and assessing performance reflects these segment changes.

The updates do not represent a restatement of previously issued financial statements.

On October 13, 2023, we completed our acquisition of Activision Blizzard, Inc. (“Activision Blizzard”) for a total purchase price of $75.4 billion, consisting primarily of cash.

On October 30, 2024, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2024.

The allocation of the purchase price to the assets acquired and liabilities assumed was completed as of September 30, 2024.

We have an investment in OpenAI Global, LLC (“OpenAI”) and have made total funding commitments of $13 billion. The investment is accounted for under the equity method of accounting.

Other, net primarily reflects net recognized losses on equity method investments, including OpenAI.

Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $266 billion as of September 30, 2024, of which $259 billion is related to the commercial portion of revenue.

On behalf of the Board of Directors, it is our pleasure to invite you to the 2024 Annual Shareholders Meeting of Microsoft Corporation (“Annual Meeting”), on December 10, 2024, beginning at 8:30 a.m. Pacific Time.

Report on Risks of Weapons Development AGAINST 76 Assessment of Investing in Bitcoin AGAINST 78 Report on Data Operations in Human Rights Hotspots AGAINST 79 Report on Artificial Intelligence and Machine Learning Tools for Oil and Gas Development and Production AGAINST 82 Report on AI Misinformation and Disinformation AGAINST 84 Report on AI Data Sourcing Accountability AGAINST 87

Record Date September 30, 2024.

On August 21, 2024, Microsoft Corporation posted presentation materials to the Investor Relations section of its website titled “Fiscal Year 2025 Investor Metrics.”

A copy of the presentation materials is furnished as Exhibit 99.1 to this report.

On July 30, 2024, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter and year ended June 30, 2024.

On October 13, 2023, we completed our acquisition of Activision Blizzard, Inc. (“Activision Blizzard”) for a total purchase price of $75.4 billion, consisting primarily of cash.

A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2024.

In March 2024, we entered into an agreement with Inflection AI, Inc. (“Inflection”), pursuant to which we obtained a non-exclusive license to Inflection’s intellectual property.

On April 25, 2024, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended March 31, 2024.

We expect capital expenditures to increase in coming years to support growth in our cloud offerings and our investments in AI infrastructure and training.

On January 30, 2024, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended December 31, 2023.

Revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods, was $229 billion as of December 31, 2023, of which $222 billion is related to the commercial portion of revenue.

The Company has not yet determined whether the incident is reasonably likely to materially impact the Company’s financial condition or results of operations.

On January 12, 2024, Microsoft (the “Company” or “we”) detected that beginning in late November 2023, a nation-state associated threat actor had gained access to and exfiltrated information from a very small percentage of employee email accounts including members of our senior leadership team and employees in our cybersecurity, legal, and other functions, on the basis of preliminary analysis.

We were able to remove the threat actor’s access to the email accounts on or about January 13, 2024.

On January 19, 2024, the Company posted a blog regarding the incident. A copy of the blog is furnished as Exhibit 99.1 to this report.

We have notified and are working with law enforcement. We are also notifying relevant regulatory authorities with respect to unauthorized access to personal information.

We are examining the information accessed to determine the impact of the incident. We also continue to investigate the extent of the incident.

As of the date of this filing, the incident has not had a material impact on the Company’s operations.

Consistent with the recommendation of the Directors and the majority of votes cast, the Company has determined that future advisory votes to approve the compensation of the Company’s named executive officers will take place every year until the next advisory vote on the frequency of such votes, which will occur no later than the Company’s Annual Shareholders Meeting in 2029.

On December 7, 2022, Microsoft Corporation (the “Company”) held its 2023 Annual Shareholders Meeting (the “Annual Meeting”).

Approved, on an advisory basis, a frequency of every year for the Company’s advisory vote to approve the compensation of the Company’s named executive officers.

Approved, on an advisory basis, the compensation of the Company’s named executive officers.

There were 7,429,030,596 shares of common stock entitled to be voted at the Annual Meeting, of which 6,340,975,646 were voted in person or by proxy.

(5) Did not approve a shareholder proposal concerning a report on gender-based compensation and benefits gaps. (6) Did not approve a shareholder proposal concerning a report on risk from omitting ideology in EEO Policy. (7) Did not approve a shareholder proposal concerning a report on government takedown requests. (8) Did not approve a shareholder proposal concerning a report on risks of weapons development. (9) Did not approve a shareholder proposal concerning a report on climate risks to retirement plan beneficiaries. (10) Did not approve a shareholder proposal concerning a report on tax transparency. (11) Did not approve a shareholder proposal concerning a report on data operations in human rights hotspots. (12) Did not approve a shareholder proposal concerning a mandate for third-party political reporting. (13) Did not approve a shareholder proposal concerning a report on artificial intelligence misinformation and disinformation.

Microsoft agreed under the Registration Rights Agreement to, among other things, use its commercially reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of the New Microsoft Notes for new notes, with terms substantially identical in all material respects to such series of the New Microsoft Notes (except that the new notes will not be subject to restrictions on transfer or any increase in annual interest rate), and (ii) cause such registration statement to become effective under the Securities Act.

Prior to the Early Settlement and upon receipt of the requisite consents to adopt the Amendments with respect to the indentures governing each series of Existing Activision Blizzard Notes, the following supplemental indentures (collectively, the “Supplemental Activision Blizzard Indentures”) were executed, eliminating certain of the covenants, restrictive provisions and events of default under the Existing Activision Blizzard Indentures:

The New Microsoft Notes are governed by an indenture, dated as of May 18, 2009 (the “Base Indenture”), between Microsoft, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “New Microsoft Notes Trustee”), as supplemented by the Fifteenth Supplemental Indenture, dated as of November 6, 2023 (the “Fifteenth Supplemental Indenture”), between Microsoft and the New Microsoft Notes Trustee.

On November 6, 2023, in connection with the Early Settlement, Microsoft, BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Academy Securities, Inc., CastleOak Securities, L.P., Drexel Hamilton, LLC, Loop Capital Markets LLC, MFR Securities, Inc., Mischler Financial Group, Inc., RBC Capital Markets, LLC, Samuel A Ramirez & Company, Inc. and Siebert Williams Shank & Co., LLC, as dealer managers, entered into a registration rights agreement with respect to the New Microsoft Notes (the “Registration Rights Agreement”).

On November 6, 2023, Microsoft Corporation (“Microsoft”) completed the early settlement (the “Early Settlement”) of Existing Activision Blizzard Notes (as defined below) as part of its previously-announced private offers to eligible holders to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes issued by Activision Blizzard, Inc., a wholly-owned subsidiary of Microsoft (“Activision Blizzard”) as set forth in the table below (the “Existing Activision Blizzard Notes”) for (1) new notes issued by Microsoft and (2) cash.

The Amendments became operative upon the Early Settlement.

On October 27, 2023, Microsoft Corporation (“Microsoft”) issued a press release announcing the early tender results of its previously announced offers to exchange (collectively, the “Exchange Offers”) any and all outstanding notes issued by Activision Blizzard, Inc., a wholly-owned subsidiary of Microsoft (“Activision Blizzard”) (such notes, the “Existing Activision Blizzard Notes”), for (1) up to $3,650,000,000 aggregate principal amount of new notes issued by Microsoft (the “New Microsoft Notes”) and (2) cash, and solicitations of consents by Activision Blizzard (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the corresponding indentures governing the Existing Activision Blizzard Notes.

solicitations of consents by Activision Blizzard (collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the corresponding indentures governing the Existing Activision Blizzard Notes.

On October 24, 2023, Microsoft Corporation issued a press release announcing its financial results for the fiscal quarter ended September 30, 2023.

On October 13, 2023, we completed our acquisition of Activision Blizzard, Inc. (“Activision Blizzard”) for a cash payment of $61.8 billion, net of cash acquired.

In the first quarter of fiscal year 2024, we made updates to the presentation and method of calculation for certain metrics, revising our Microsoft Cloud revenue metric to include revenue growth and expanding our Microsoft 365 Consumer subscribers metric to include Microsoft 365 Basic subscribers, aligning with how we manage our business.