Microsoft CEO Satya Nadella Receives Award, Sells Shares for Taxes

What Happened
Satya Nadella, CEO of Microsoft Corp (MSFT), had 178,622 shares vest on August 31, 2026 as a performance-based award (code A). To satisfy tax obligations, 70,465.844 of those shares were surrendered/withheld (code F) at $513.53 per share, resulting in proceeds/withholding of $36,186,325. The award shares were granted at $0.00 (no cash purchase).

Key Details

• Transaction dates: August 31, 2026 (award vesting and tax-withholding disposition). Filing date: September 1, 2026 (timely reporting).
• Award: 178,622 shares granted/vested (code A) at $0.00.
• Withholding: 70,465.844 shares disposed (code F) at $513.53/share = $36,186,325 to cover tax liabilities.
• Shares owned after transaction: not specified in the provided Form 4 excerpt.
• Footnote: F1 — full vesting of a performance stock award granted Sept 2023 under the Microsoft Executive Incentive Plan for the 3-year performance period ending June 30, 2026.
• Filing timeliness: Report filed one day after the transaction date; appears timely under Section 16 reporting windows.

Context
This was largely a routine vesting and tax-withholding transaction: the company awarded performance shares that vested, and a portion was withheld to cover taxes (code F indicates tax withholding/payment, not necessarily an open-market sale). Such withholding is common and should not be read as a directional buy or sell signal by the insider.