ITEM 5. MARKET FOR REGISTRANT’S COM MON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET AND STOCKHOLDERS

Our common stock is traded on the NASDAQ Stock Market under the symbol MSFT. On July 24, 2025, there were 77,014 registered holders of record of our common stock.

SHARE REPURCHASES AND DIVIDENDS

Following are our monthly share repurchases for the fourth quarter of fiscal year 2025:

> **Period**
>
> Total Number   of Shares   Purchased / Total Number   of Shares   Purchased / Average Price   Paid Per Share / Average Price   Paid Per Share / Average Price   Paid Per Share / Total Number of   Shares Purchased   as Part of Publicly   Announced Plans   or Programs / Total Number of   Shares Purchased   as Part of Publicly   Announced Plans   or Programs / Approximate Dollar   Value of Shares That   May Yet Be   Purchased Under the   Plans or Programs / Approximate Dollar   Value of Shares That   May Yet Be   Purchased Under the   Plans or Programs
>
> (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions) / (In millions)
> April 1, 2025 – April 30, 2025 .......... 3,180,776 / $ / 376.90 / 3,180,776 / $ / 59,350
> May 1, 2025 – May 31, 2025 .............. 2,360,700 / 448.01 / 2,360,700 / 58,293
> June 1, 2025 – June 30, 2025 ............ 1,979,017 / 476.78 / 1,979,017 / 57,349
> 7,520,493 / 7,520,493

All share repurchases were made using cash resources. Our share repurchases may occur through open market purchases or pursuant to a Rule 10b5-1 trading plan. The above table excludes shares repurchased to settle employee tax withholding related to the vesting of stock awards.

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 commenced in April 2025, following completion of the program approved on September 14, 2021, has no expiration date, and may be terminated at any time.

Our Board of Directors declared the following dividends during the fourth quarter of fiscal year 2025:

> **Declaration Date**
>
> Record Date / Payment Date / Dividend   Per Share / Amount
>
> (In millions)
> June 10, 2025 ........................... August 21, 2025 / September 11, 2025 / $ / 0.83 / $ / 6,170

We returned $9.4 billion to shareholders in the form of share repurchases and dividends in the fourth quarter of fiscal year 2025. Refer to Note 15 – Stockholders’ Equity of the Notes to Financial Statements (Part II, Item 8 of this Form 10-K) for further discussion regarding share repurchases and dividends.

RECENT SALES OF UNREGISTERED SECURITIES

In May 2025, as consideration for the acquisition of a business, we issued 117,623 shares of common stock to the seller in connection with the closing in reliance on exemption from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof because the issuance of securities did not involve a public offering.

  

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PART II