Every material Form 8-K Microsoft has filed with the SEC since December 08, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Microsoft said director Emma N. Walmsley, on the board since 2019, told the company on November 4, 2026 that she will not stand for re-election at the 2026 annual shareholder meeting. She will remain a director until that meeting, and the filing says her decision was not due to any disagreement with management.
Emma N. Walmsley informed Microsoft on November 4, 2026 of her decision not to seek re-election.
Walmsley has served on the board since 2019 and will continue as a director until the 2026 annual meeting.
The filing states no disagreement with management on operations, policies, or practices led to the decision.
Microsoft issued $25 billion of senior unsecured notes in 10 tranches, maturing between 2028 and 2066, under an underwriting agreement dated October 29, 2026. The notes rank equally with its other unsecured, unsubordinated debt, so the offering adds to the company's long-term borrowing. The filing describes the terms but does not state how the proceeds will be used.
Total principal of $25 billion across 10 tranches: $2 billion of floating rate notes due 2028 and 2029, plus fixed rate notes from $2 billion to $4 million.
Fixed rate coupons range from 4.850% (2028 notes) to 6.350% (2066 notes).
Interest on floating rate notes is paid quarterly starting February 3, 2027; fixed rate notes pay semi-annually starting May 3, 2027.
Issued under a 2009 base indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, and a supplemental indenture dated November 4, 2026.
Microsoft filed an 8-K to recast its consolidated financial statements for the three years ended June 30, 2026, to reflect segment changes it announced in September 2026. The filing states the update is not a restatement and does not amend the audited financial statements in its 2026 Form 10-K, so the change mainly affects how segment results are presented going forward.
Filed October 28, 2026 under Items 8.01 and 9.01; recast information is in Exhibit 99.1.
Segments changed to Agents and Infra and Devices and Consumer, effective fiscal year 2027.
The filing says the updates do not represent a restatement of previously issued financial statements.
Read with the 2026 Form 10-K (filed July 29, 2026) and the 10-Q for the quarter ended September 30, 2026.
Microsoft Corporation announced its financial results for the quarter ended September 30, 2026, reporting total revenue of $92.3 billion and net income of $36.6 billion, representing a 32% increase on a GAAP basis compared to the prior year period. The company also returned $10.2 billion to shareholders through dividends and share repurchases during the first quarter.
Total revenue was $92.3 billion, an increase of 19% year-over-year for the quarter ended September 30, 2026.
Microsoft Cloud revenue grew 30% year-over-year to $63.9 billion.
Diluted earnings per share was $4.92 on a GAAP basis, up 32% from the corresponding period of the last fiscal year.
The company returned $10.2 billion to shareholders in dividends and share repurchases in the first quarter of fiscal year 2027.
Microsoft said on September 2, 2026 that it will replace its three reporting segments with two, Agents and Infra and Devices and Consumer, beginning in fiscal 2027. The filing restates prior-period results to the new structure and says the total company FY27 Q1 revenue outlook is unchanged, with the segment split adjusted mechanically.
Three segments (Productivity and Business Processes, Intelligent Cloud, More Personal Computing) become two: Agents and Infra, and Devices and Consumer, starting in FY27.
Restated FY26 revenue: Agents and Infra $268.1 billion and Devices and Consumer $63.7 billion, totaling $331.8 billion.
Adjusted FY27 Q1 outlook: Agents and Infra revenue of $75.15 to $75.75 billion and Devices and Consumer revenue of $14.7 to $15.2 billion; total company outlook shown as no change.
Azure, Microsoft 365 commercial cloud and LinkedIn metrics are redefined, with some revenue moved between product lines.
Microsoft reported fiscal fourth-quarter revenue of $90.0 billion, up 18%, and GAAP diluted earnings per share of $4.81, up 32%, for the quarter ended June 30, 2026. Non-GAAP diluted EPS was $4.74, up 23%, after excluding OpenAI investment impacts, and GAAP results included a $0.27 benefit from discrete items such as a $3.2 billion gain from the Anthropic investment. Microsoft said forward-looking guidance will be provided on its earnings call, so no new outlook is in this filing.
Revenue $90.0 billion, up 18% (17% in constant currency); operating income $40.6 billion, up 18%
GAAP net income $35.8 billion, up 31%; non-GAAP net income $35.3 billion, up 22%
Microsoft Cloud revenue $59.3 billion, up 27%; Azure and other cloud services revenue up 43%
Fiscal 2026 revenue $331.8 billion, up 18%; GAAP diluted EPS $17.95, up 32%
Reid Hoffman, a Microsoft board member since 2017, told the company on June 2, 2026 that he will not seek re-election at the 2026 annual shareholder meeting. He will remain a director until that meeting, and the filing says the decision was not due to any disagreement with management.
Reid Hoffman has served on the board since 2017.
Decision communicated to the company on June 2, 2026.
Hoffman will continue as a director until the 2026 Annual Meeting.
Filing states no disagreement with management on operations, policies, or practices.
Microsoft's board appointed Carmine Di Sibio, former global chairman and CEO of EY, as a director effective May 13, 2026, expanding the board to 13 members. The filing describes a board addition with no financial results or operating figures attached, so it has no direct effect on reported performance.
Carmine Di Sibio appointed to the board effective May 13, 2026; board expanded to 13 members
He will serve on the Audit Committee and Compensation Committee
Receives the same director compensation as other non-employee directors, per the 2025 Proxy Statement
Microsoft will enter into its standard director indemnification agreement with him
Microsoft reported results for the fiscal third quarter ended March 31, 2026, with revenue of $82.9 billion, up 18% from a year earlier, and net income of $31.8 billion, up 23% on a GAAP basis. The company also said it returned $10.2 billion to shareholders through dividends and share repurchases in the quarter. The filing does not include forward-looking guidance; Microsoft says it will provide guidance on its earnings call.
Revenue was $82.9 billion, up 18% (15% in constant currency), compared with $70.1 billion a year earlier.
Operating income was $38.4 billion, up 20%; GAAP diluted EPS was $4.27, up 23% from $3.46.
Microsoft Cloud revenue was $54.5 billion, up 29%, and Azure and other cloud services revenue rose 40%.
Shareholders received $10.2 billion through dividends and share repurchases; guidance will be given on the April 29, 2026 earnings call.
Microsoft reported results for the quarter ended December 31, 2025, with revenue of $81.3 billion, up 17%, and operating income of $38.3 billion, up 21%. GAAP net income was boosted by $7.6 billion of net gains from OpenAI investments, so non-GAAP diluted EPS of $4.14, up 24%, excludes that effect and is the better gauge of core operations for shareholders.
Revenue $81.3 billion, up 17%; Microsoft Cloud revenue $51.5 billion, up 26%
Azure and other cloud services revenue up 39%; commercial remaining performance obligation up 110% to $625 billion
GAAP diluted EPS $5.16, up 60%; non-GAAP diluted EPS $4.14, up 24%, excluding OpenAI investment gains
Shareholder returns of $12.7 billion in dividends and buybacks, up 32% from a year earlier
At its December 5, 2025 annual meeting, Microsoft shareholders elected all 12 director nominees and approved the 2026 Stock Plan, which replaces the 2017 Stock Plan. They also approved executive pay on an advisory basis, ratified Deloitte & Touche LLP as auditor for fiscal 2026, and rejected all eight shareholder proposals. The votes confirm board, pay, and plan approvals, and no shareholder proposal received majority support.
Annual meeting held December 5, 2025; 6,321,402,487 of 7,433,087,554 eligible shares were voted.
2026 Stock Plan approved with 97.07% of votes cast in favor.
Advisory say-on-pay approved with 91.94%; Deloitte & Touche ratified with 93.53% for fiscal 2026.
All eight shareholder proposals were not approved; the highest support was 27.48%, on a report on data operations in human rights hotspots.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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