MICROSOFT CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)

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Microsoft Corporation

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Notice of Annual Shareholders Meeting and

Proxy Statement 2026

“We will continue to focus on security, quality, and innovation in everything we do. We want every organization to own its own continuous learning loop so it retains its core IP, and to ensure Al empowers every person, amplifying their agency and ambition. That is what we mean by a frontier ecosystem, ensuring value flows and accrues across people, companies, industries, and countries, thereby leading to broad-based economic growth.” Satya Nadella Chairman and Chief Executive Officer

“Microsoft occupies a special place in the world, with an outsized impact on how people live and work. As your Board of Directors, we take seriously our responsibility to guide the Company not just for today, but for continued success and good corporate citizenship into the future.” Sandra Peterson Lead Independent Director

Our Responsibility

As Al moves from experimentation to broad adoption, the central question is no longer just what technology can do, but how its benefits are shared and translated into lasting value for people, organizations, and communities. At Microsoft, we believe our responsibility endures. Our long-term success depends on earning trust in the technology we build, expanding human agency and opportunity, and ensuring that growth strengthens the communities and systems on which future progress depends.

In this Al era, we are focused on helping ensure innovation is trusted, opportunity is broadly shared, and technological progress creates lasting value. This work is guided by our commitment to build secure, resilient, and responsible technology, to empower people with the skills and tools to shape what comes next, and to advance growth that benefits communities and the planet.

Letter from our Chairman and Chief Executive Officer

On behalf of the Board of Directors, it is our pleasure to invite you to the 2026 Annual Shareholders Meeting of Microsoft Corporation (“Annual Meeting”), on December 8, 2026, beginning at 8:30 a.m. Pacific Time. This year’s virtual Annual Meeting will be conducted and made available via webcast. We will provide the webcast of the Annual Meeting atvirtualshareholdermeeting.com/MSFT26. A transcript with video and audio of the entire Annual Meeting will be available on the Microsoft Investor Relations website after the meeting. For more information on how to participate in the meeting, please see Part 5 – Information About the Meeting on page 81 in this Proxy Statement.

The Notice of 2026 Annual Shareholders Meeting and this Proxy Statement contain details of the business to be conducted during the Annual Meeting.

Whether or not you participate in the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone, or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

This year’s Annual Meeting will be followed by a question and answer session. Questions may be submitted in advance of the meeting atproxyvote.com after logging in with the control number (“Control Number”) found next to the label for postal mail recipients or within the body of the email sending you the Proxy Statement. Questions may be submitted online beginning shortly before the start of the Annual Meeting through virtualshareholdermeeting.com/MSFT26.

Thank you for your continued investment in Microsoft.

Satya Nadella

Chairman and Chief Executive Officer

Letter from the Board of Directors

As directors, we are encouraged by Microsoft’s position at the forefront of the generational technology shift of artificial intelligence (“AI”) and proud of the Company’s progress in providing trusted AI infrastructure, platforms, and innovations that help individuals and organizations unlock new opportunities, improve productivity, and securely leverage their data and insights. Through disciplined governance, accountability, and a steadfast focus on security, quality, and long-term value creation, Microsoft remains well positioned to deliver sustainable growth for shareholders while advancing its mission to empower every person and every organization on the planet to achieve more. Our fiscal year 2026 results demonstrate the strength of that strategy, with Microsoft delivering a record fiscal year and achieving revenue of $331.8 billion and net income of $133.7 billion.

This Proxy Statement outlines Microsoft’s governance policies and practices that enable effective Board oversight of the Company’s strategy and operations. A core strength of our governance is the Board’s commitment to independent perspectives. Of the 12 Board nominees, 11 are independent, including Sandra Peterson as Lead Independent Director. Our nominees bring diverse backgrounds, experiences, and skills, which enhance the Board’s ability to manage risk and guide Microsoft for long-term success in a rapidly changing environment. In addition to subject matter expertise, we seek directors with proven leadership who can contribute meaningfully to oversight of the broad range of business, risk, and regulatory matters facing the Company. Since last year’s meeting, the Board appointed Carmine Di Sibio as a director in May 2026. He is standing for election by shareholders for the first time at the 2026 Annual Meeting. Mr. Di Sibio brings expertise in financial services, risk oversight, and global client leadership to meet the evolving needs of our customers. We are also pleased to announce the nomination of John Collison, Co-founder, President, and Director of Stripe Global Holdings, Inc., for election by shareholders at the 2026 Annual Meeting. Mr. Collison brings extensive entrepreneurial and operational experience, along with deep expertise in technology.

In addition, two members of the Board have decided not to seekre-election and will end their Board service in December: Reid Hoffman and Hugh Johnston. Mr. Hoffman served on the Board for nine years and on the Environmental, Social, and Public Policy Committee. During his nine-year tenure, Mr. Johnston served on and chaired the Audit and Finance Committee. We thank them for their many contributions.

The Proxy Statement also includes information about all of the management and shareholder proposals up for a vote at the Company’s Annual Meeting. We value your input and encourage you to use one of the options laid out in this Proxy Statement to vote your shares whether or not you plan to join us for the Annual Meeting. For information on how Microsoft addresses topics of key importance to our shareholders and stakeholders, including cybersecurity, environmental sustainability, and responsible AI, we encourage you to read the progress reports on these topics that Microsoft published over the course of the past fiscal year which are available atmicrosoft.com/transparency andmicrosoft.com/csr.

As we look ahead, we continue to see tremendous opportunities for the Company’s business and shareholder value creation, with the ability to deliver positive impacts at a global scale. We appreciate your investment in Microsoft and thank you for the trust you place in us and the opportunity to serve you and our Company as directors.

Your Board of Directors

Notice of 2026 Annual Shareholders Meeting

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on December 8, 2026. Our 2026 Proxy Statement and Annual Report to Shareholders are available atmicrosoft.com/investor.

By Order of the Board of Directors

Brian DeFoe

Secretary

Redmond, Washington

2026 PROXY STATEMENT i