UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On October 29, 2026, Microsoft Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters named therein, for which J.P. Morgan Securities LLC, UBS Securities LLC and Wells Fargo Securities, LLC acted as representatives, for the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”), $2,000,000,000 aggregate principal amount of the Company’s 4.850% Notes due 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2029 (the “2029 Floating Rate Notes” and together with the 2028 Floating Rate Notes, the “Floating Rate Notes”), $3,250,000,000 aggregate principal amount of the Company’s 5.000% Notes due 2029 (the “2029 Notes”), $3,250,000,000 aggregate principal amount of the Company’s 5.200% Notes due 2031 (the “2031 Notes”), $2,500,000,000 aggregate principal amount of the Company’s 5.350% Notes due 2033 (the “2033 Notes”), $4,000,000,000 aggregate principal amount of the Company’s 5.550% Notes due 2036 (the “2036 Notes”), $2,000,000,000 aggregate principal amount of the Company’s 6.150% Notes due 2046 (the “2046 Notes”), $4,000,000,000 aggregate principal amount of the Company’s 6.250% Notes due 2056 (the “2056 Notes”) and $2,000,000,000 aggregate principal amount of the Company’s 6.350% Notes due 2066 (the “2066 Notes” and, collectively with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes and the 2056 Notes, the “Fixed Rate Notes” and the Fixed Rate Notes, together with the Floating Rate Notes, the “Notes”).
The Notes have been issued pursuant to an indenture, dated as of May 18, 2009 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Sixteenth Supplemental Indenture thereto, dated as of November 4, 2026 (the “Supplemental Indenture”), between the Company and the Trustee.
The Base Indenture is set forth as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-283760), filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2024, and is incorporated herein by reference.
In connection with the public offering of the Notes, the Company has filed with the Commission a prospectus dated December 12, 2024 and a related prospectus supplement dated October 29, 2026 (the “Prospectus Supplement”), which relates to the offer and sale of the Notes.
Interest on the Floating Rate Notes will be payable quarterly in arrears on February 3, May 3, August 3 and November 3 of each year, commencing on February 3, 2027, to holders of record on the preceding January 18, April 18, July 18 and October 18, as the case may be. Interest on the Fixed Rate Notes will be payable semi-annually in arrears on May 3 and November 3 of each year, commencing on May 3, 2027, to holders of record on the preceding April 18 and October 18, as the case may be.
The 2028 Floating Rate Notes will mature on November 3, 2028, the 2028 Notes will mature on November 3, 2028, the 2029 Floating Rate Notes will mature on November 3, 2029, the 2029 Notes will mature on November 3, 2029, the 2031 Notes will mature on November 3, 2031, the 2033 Notes will mature on November 3, 2033, the 2036 Notes will mature on November 3, 2036, the 2046 Notes will mature on November 3, 2046, the 2056 Notes will mature on November 3, 2056 and the 2066 Notes will mature on November 3, 2066.
The Company will have the option to redeem the Fixed Rate Notes in certain circumstances described in the Prospectus Supplement. The Floating Rate Notes will not be redeemable at the Company’s option.
The Notes will be the Company’s senior unsecured obligations and will rank equally with the Company’s other unsecured and unsubordinated debt from time to time outstanding.
The foregoing descriptions of the Underwriting Agreement and the Supplemental Indenture (including the forms of the Notes) are qualified in their entirety by the terms of such agreements. Please refer to such agreements, each of which are incorporated herein by reference and attached hereto as Exhibits 1.1 and 4.1, respectively.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MICROSOFT CORPORATION (Registrant) | ||||||
| /s/ Brian B. DeFoe | ||||||
| Date: November 4, 2026 | Brian B. DeFoe | |||||
| Deputy General Counsel and Corporate Secretary | ||||||