MSFTMicrosoft
Deals with insiders in the proxy filed 2026-10-21
Deals between MSFT and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-10-21.
Nothing new: every deal in this year's section was reported last year too.
The whole section
6 paragraphs quoted as filed
Certain Relationships and Related Transactions“We are a global company with extensive operations in the U.S. and many foreign countries. Every year, we spend billions of dollars for goods and services purchased from third parties. The authority of our employees to purchase goods and services is widely dispersed. Because of these wide-ranging activities, there may be transactions, business arrangements, or relationships with businesses and other organizations in which one of our directors, executive officers, nominees for director, or an owner of 5% or more of our stock (“5% shareholders”), or their immediate families, may also be a director, executive officer, or investor, or have”
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DIRECTORS AND“some other direct or indirect material interest (“related entities”). 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.”
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DIRECTORS AND“Related-party transactions have the potential to create actual or perceived conflicts of interest between Microsoft and its directors, executive officers, nominees for director or 5% shareholders, or their immediate family members. The Audit and Finance Committee has established a written policy and procedures for review and approval of related-party transactions. If a related-party transaction subject to review involves directly or indirectly a member of the Audit and Finance Committee (or an immediate family member or domestic partner), the remaining Committee members will conduct the review. In evaluating a related-party transaction, the Audit and Finance Committee considers, among other factors:”
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The goods or services provided by or to the related party“The nature of the transaction and the costs to be incurred by Microsoft or payments to Microsoft The benefits associated with the transaction and whether comparable or alternative goods or services are available to Microsoft from unrelated parties”
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Management’s determination that the transaction is in the best interests of Microsoft“To receive Audit and Finance Committee approval, a related-party transaction must have a Microsoft business purpose and be on terms that are fair and reasonable to Microsoft and be as favorable to Microsoft as would be available from non-related entities in comparable transactions. The Audit and Finance Committee also requires that the transaction meet the same Microsoft standards that apply to comparable transactions with unaffiliated entities.”
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Management’s determination that the transaction is in the best interests of Microsoft“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.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗